Coaching agreement - terms and conditions

Last updated: 21st October 2024

1. Accepting this Agreement

We are Path of Trees Pty Ltd ACN 658 849 024 trading as Guide Plus Mentor (Guide + Mentor, we, us, our and other similar terms). When we refer to the Client (Client, you, your and other similar terms), we are referring to the person or entity that entered into this Agreement with us, whether it is you or one of your staff who attends our sessions or workshops personally (collectively referred to as Attendee).

We make this offer to you, to enter into this Agreement with us on the terms and conditions contained herein. These terms govern our business arrangement with you. By signing up for any of our Packages, you agree to comply with and be legally bound by this Agreement.

You acknowledge and agree that we provide services to assist you to achieve your goals, however, you are solely responsible for creating your own results either personally or within your organisation.

2. Payment

2.1 Payment options

We may provide a range of payment options for our Packages. Payment options may include bulk discounts and are included within the Package Details.

2.2 Payments and invoices

You must pay all Fees in accordance with the Payment Terms as set out in the Package Details.

Unless otherwise provided for in the Package Details or Special Conditions, all amounts referred to include GST and you are liable for the payment of any GST payable.

3. Refunds

Subject to any non-excludable condition, such as those contained in the Competition and Consumer Act 2010 (Cth) (Non-Excludable Condition), we do not provide refunds once we enter into this Agreement with you. Where there is a minor problem with our services, we reserve the right to remedy the problem or provide a refund, in our sole and absolute discretion.

We do not provide refunds simply because you change your mind.

You acknowledge that you are required to pay any applicable Fees as set out in the Payment Terms for your selected Package, whether or not you attend or make use of our services.

4. Re-scheduling

We may re-schedule or alter the location of any session or workshop, including by moving sessions or workshops online or, where applicable, making recordings of the sessions or workshops and distributing them to Attendees who cannot attend.

Unless otherwise agreed in advance, if you do not attend our workshops or one on one sessions, those services will not be re-supplied. We may, in our sole discretion and at your request, re-schedule one on one sessions with you, or where you are a corporate client allow you to substitute an individual Attendee.

Our re-scheduling of sessions or workshops does not affect your liability to make payment in accordance with clause 2.

5. Warranties

You warrant and undertake that: you have full power and authority to enter into this Agreement and observe and perform all of your obligations herein; you are solely responsible for the actions of any Attendees; and while attending sessions or workshops you and your staff must conduct yourselves, and deal with our staff and other participants, in a professional business-like manner (Conduct Standards).

Where Attendees fail to meet these Conduct Standards, Attendees may be required to leave.

You acknowledge and agree that you must not use our coaching, mentoring or training services or any other services or any of our Intellectual Property (including the content on our Website or made available to you in the course of providing you with our services) for any purpose other than to develop your own skills or staff capabilities.

6. Indemnities

You promise to protect and hold us, our employees and associates harmless against all costs and damages we suffer which arise in any way from: your infringement of our or any third -party’s Intellectual Property rights; and/or your breach of any laws, including the Privacy Act 1988 (Cth).

7. Privacy

You agree and consent to us handling your Personal Information in accordance with our privacy policy posted on our Website. We may amend our privacy policy in our sole discretion. If we amend our privacy policy, we will post the new version on our Website.

8. Confidentiality

A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information. Each party will take all reasonable steps to ensure that it and its staff engaged for the purposes of this Agreement do not make public or disclose the other party's Confidential Information.

A party will not be in breach of this confidentiality clause in circumstances where it is legally compelled to disclose the other party's Confidential Information or where a party discloses its Confidential Information during a public session. Notwithstanding any other provision of this clause, a party may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers and accountants.

9. Intellectual Property

We grant you a licence to use the Intellectual Property in relation to the content made available to you in the course of providing you with our services, for the sole purpose of developing relevant skills of the Attendee.

Unless otherwise agreed in writing, the rights granted in this clause 9 expressly exclude making our Intellectual Property publicly available and the use of any of our Intellectual Property for any business activity you engage in whereby you provide, or assist any other person to provide, coaching, mentoring or training services to third parties.

You acknowledge and agree, we may include any feedback, commentary or reviews provided by an Attendee in any of our goods or services or for the purpose of promoting those goods and services in a marketing and advertising context.

10. Limitation of liability

Subject to the Non Excludable Conditions, we exclude all other liability for any costs, including consequential loss, suffered or incurred directly or indirectly by you in connection with this Agreement.

Where a Non-Excludable Condition is deemed to apply, to the fullest extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods; or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services; or the payment of the cost of having the services resupplied.

11. Termination

This Agreement immediately ends at the expiry of the duration of the sessions or workshop as set out in the Package Details.

Either party may terminate this Agreement immediately by notice if the other party commits any material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach fails to remedy the breach within 7 days after the receipt of a breach notice.

12. Dispute Resolution

12.1 Mediation

If a dispute arises between the parties in relation to this Agreement, either party may give the other party a written notice that they intend to arrange mediation. The parties must refer the dispute to an independent mediator within 21 days of the written notice. If the parties cannot agree on a suitable mediator, either party may contact the Resolution Institute in Australia and request that they provide a mediator. The costs of the mediator must be paid by the parties in equal shares.

12.2 Legal Proceedings

No party may commence court proceedings unless the dispute remains unresolved for 14 days from the date of the mediation anticipated in clause 12.1.

12.3 Dispute Resolution not to apply to equitable relief or the recovery of debts

The Dispute Resolution procedure set out in this clause 12 will not apply in any instance where either party seeks to prevent a party from instituting proceedings for the purposes of recovering a debt or seeking urgent injunctive or similar interim relief from a court.

13. Special Conditions

A Package may contain Special Conditions. Special Conditions operate as terms in addition to terms contained in this Agreement. If there is any inconsistency between any Special Condition and any other term contained in this Agreement, the effect of the Special Condition prevails over any inconsistent term to the extent of that inconsistency.

14. General

Assignment - Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights under this Agreement without the prior written consent of the other party, which must not be unreasonably withheld.

Entire Agreement - This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

Force Majeure - Our obligations under this Agreement are suspended for the duration of and to the extent that they are affected by an Event of Force Majeure. In such circumstances we reserve the right to re-schedule or alter the delivery method of any Package in accordance with clause 4.

Governing law - The laws of New South Wales govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.

No waiver except in writing - No part of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided expressly and in writing.

Severance - If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of this Agreement remains in full force and effect.

Variations - This Agreement may only be varied in writing, by agreement between the parties.

15. Definitions

Agreement means the Package Details, these terms and any Special Conditions or document which is incorporated by reference.

Confidential Information means information that is by its nature confidential, including but not limited to information relating to: our personnel, practices, clientele, Intellectual Property and the terms of this Agreement, but does not include information: already rightfully known to the receiving party at the time of disclosure by the other party; or in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this Agreement.

Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, natural disaster, health epidemic/pandemic, industrial action or labour disturbance, action or inaction by a government or computer disruption due to the effects of a computer virus, malware or other malicious code.

Fees means the price payable for a Package.

Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to confidential information, copyright, designs, formulas, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Package means a coaching package more fully defined in the Package Details.

Package Details means the description of the Packages we offer, whether that is in writing attached to these terms or otherwise listed on our Website.

Payment Terms means the requirement to make payment in accordance with the terms set out in the Package Details and where not otherwise set out, then immediately on commencement of this Agreement.

Special Conditions means a term of this Agreement which has been expressed in the Package Details and operates in accordance with clause 13.

Website means guideplusmentor.com and any of its subdomains.