MARIAN MACLUCAS | MARKETING HAT

 ABN 49861614914

 Personal Coaching – Terms and Conditions

1. Background

These Terms and Conditions apply to each contract for the supply of personal coaching services by or on behalf of Marian to the Client.

2. Definitions

    ‘Coaching Services’ means the coaching program as provided by Marian to the Client and further described in the Contract Particulars.
    ‘Contract’ means the contract for the supply of Coaching Services referred to in paragraph 3 of these Terms and Conditions.
    ‘Contract Particulars’ means the quotation, order confirmation, schedule or other applicable document describing the Coaching Services forming part of this Contract.
    ‘Client’ means the person that has engaged Marian to provide the Coaching Services identified in the Contract Particulars.
    ‘Deposit’ means the amount specified in the Contract Particulars.
    ‘Fee’ means the cost of the Coaching Services as agreed between Marian and the Client as set out in the Contract Particulars as amended from time to time.
    ‘Intellectual Property Rights’ means all intellectual property rights, proprietary rights and copyright (whether registered or unregistered) created by Marian in her performance of its obligations under the Contract.
    ‘Marian’ means Marian MacLucas, Marketing Hat ABN 49861614914

3. Terms and Conditions

A Contract for the Coaching Services will be formed incorporating these Terms and Conditions, immediately upon Marian receiving a signed copy of the Contract Particulars, payment of any Deposit monies or any form of written or verbal acceptance for supply of the Coaching Services.
No subsequent terms and conditions will apply in substitution of these Terms and Conditions or in any way override or amend these Terms and Conditions.
The Contract Particulars and these Terms and Conditions constitute the entire agreement between Marian and the Client.
The Client may not cancel any Contract without the prior written consent of Marian.

4. Marian’s Obligations

Marian will use all reasonable endeavours to perform its obligations as set out in the Contract.

5. Client’s Obligations

The Client must:

• comply with all reasonable directions given by Marian; and
• comply with all of its obligations as set out in the Contract.

6. Cancellation

In the event of a cancellation of this contract by the Client, the Client will:

•     not be entitled to the return of monies paid in advance of service;
•     promptly pay any outstanding monies in accordance with clause 7.

7.             Fee and payment

The Fee will include all reasonable travel expenses as agreed between Marian and the Client.
The Client will pay Marian the Coaching Fee requested within 7 days of any duly issued invoice by Marian to the Client.
Marian will provide tax invoices for the Coaching Services to the Client at the beginning of each month prior to Marian’s engagement.
Marian will not be obliged to refund any portion of the Fee for any cancellation of the Coaching Services at the behest of the Client.
If the Client fails to pay any part of the Fee at the times specified in this Contract, the Client must pay to Marian any costs, expenses or losses incurred by Marian as a result of that failure including costs associated with the collection of any outstanding amounts and Marian may (without prejudice to any other rights or remedies that it may have):

• charge interest at a rate not exceeding the Commonwealth Bank of Australia’s overdraft rate plus 2% on overdue amounts for each day overdue; and
• suspend any further supply of the Coaching Services to the Client and/or terminate this Contract.

8. Intellectual Property

All Intellectual Property Rights in any materials or services provided to the Client by Marian belong to Marian.
The Client indemnifies Marian for any costs incurred by Marian for the breach of this clause by the Client.

9. Best endeavours

Both parties will make their best endeavours:

• for cheerful co-operation and communication for the best possible result with regard to the Coaching Services set out herein;
• to work together with regard to the timing and schedule of the Coaching Services so that the wishes of the Client are achieved;
• to ensure punctuality, and agree that such punctuality is essential to the performance of the Coaching Services.

10. Delays

Marian will not be liable for any costs whatsoever caused by any failure or delay in the delivery of the Coaching Services beyond Marian’s reasonable control including, but not limited to:

• a variation requested by the Client;
• any act or omission of the Client; or
• any other delay beyond the reasonable control of the Marian.

If, for any of the reasons specified in this clause, Marian is prevented from supplying the Coaching Services by the date determined between the parties, then the date will be extended for such period as Marian and the Client determine mutually.

11. Warranties

Marian warrants that she will use due care and skill in the supply of the Coaching Services.

The Client warrants that the information supplied to Marian for the purposes of supplying the Coaching Services to the Client is true and accurate.

12. Exclusions and limitation of liability

This clause does not exclude or limit the application of any statutory provision where to do so would contravene that statute or cause any part of this clause to be void.
The Client must continually indemnify Marian against any liability, penalty or expense incurred by Marian as a result of a breach of these Terms and Conditions by the Client.
Marian will not be liable to the Client for any personal injury, incidental damages, consequential losses, loss of profit, costs of business interruption, loss of opportunities or any like claims whatsoever.

13. Termination

Either party may terminate this Contract for any reason by giving 6 weeks notice in writing.
Upon termination of this Contract any accrued rights or remedies of Marian are unaffected.
Upon termination of this Contract by Marian the Client will remain liable for any monies owed to Marian by the Client.

14. Dispute resolution

If a dispute arises with respect to these Terms and Conditions, a party must comply with this clause 14 before starting arbitration or court proceedings (except proceedings for interlocutory relief).
Each party must use its reasonable efforts to resolve any dispute in an amicable manner for at least 30 days before taking any further action.

15. General

Marian may vary these Terms and Conditions at any time from time to time.
A party may only assign this Contract or a right under this Contract with the prior written consent of the other party.
Any indemnity or any obligation of confidence under this Contract is independent and survives termination of this Contract. Any other term by its nature intended to survive termination of this Contract survives termination of this Contract.
If any term or part of a term in these Terms and Conditions is illegal or unenforceable it may be severed and the remaining terms or parts will continue in force.
This Contract may be executed in counterparts. All executed counterparts constitute one document.
This Contract constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
 A term or part of a term of this Contract that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.
Marian does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by Marian.
Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.
This Contract is governed by the law of South Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of South Australia.

16. Rules of interpretation

Any provision of this Contract must be read down to any extent necessary to be valid. If that is not possible, it must be severed. All other provisions of this Contract are unaffected.
A provision of this Contract must not be construed to the disadvantage of a party because that party was responsible for including that provision and/or that provision benefits that party.
In this Contract, unless the contrary intention appears:

•         a person includes any other legal entity and vice versa;
•         the singular includes the plural and vice versa;
•         a gender includes the other gender;
•         where an expression is defined, its other grammatical forms have a corresponding meaning;
•         a clause is a clause of this Contract;
•         reference to a document is to that document as amended or varied;
•         any legislation includes any subordinate legislation and amendments;
•         conduct includes any act, omission, representation, statement or undertaking whether or not in writing;
•         ‘writing’, ‘written’ and ‘in writing’ include any mode of representing or reproducing words in a visible form; and
•         ‘including’, or similar words, does not limit what else might be included.

    Headings are for convenience and do not affect the interpretation of this Contract