Services Terms and Conditions of Trade
1.1 In these Terms and Conditions:
a) “Agreement” means any order or engagement letter relating to the Services, and these Terms and Conditions.
b) “We” or “Us” means Helpful Limited and its successors and assigns.
c) “You” means the person, firm, company or entity buying Services from us.
d) “Services” means all Services we will supply to you under an engagement letter, proposal, order or invoice relating to business coaching (including our coaching packages) and administrative services.
2.1 Price plus tax: You will pay the price indicated on the invoice, order form or other similar document issued by us (“Price”), together with the amount of any Goods and Services Tax or any other tax which may be payable in respect of the supply of Services or otherwise under these Terms and Conditions.
2.2 Quotation: Any quotation we have made for the supply of Services constitutes an invitation to treat and not a binding offer. All quotations lapse after 30 days but we reserve the right to change or withdraw any quotation without notice at any time.
2.3 Change of Rates: We reserve the right to change any previously notified hourly rate for casual work on 60 days’ written notice to you.
2.4 No deductions: All payments by you will be full, free and clear of any deduction, withholding, set-off, counterclaim or other claim.
2.5 Cancellation: Our cancellation terms for the various Services and packages are set out below:
a) Administration services: Either of us is entitled to cancel this Agreement on 30 days’ written notice. If cancellation occurs after we have started to perform the Services we reserve the right to invoice you for Services that have already been performed where the amount of any Price paid is not enough to compensate us for that work or you have not paid any of the Price;
b) One on one coaching: You may cancel this Agreement on 7 days’ written notice provided that in such cases we will be entitled to invoice you for Services that we have already performed, together with an administration fee of $250 plus GST;
c) Group Coaching packages: Where you have purchased a 6 or 12 month membership you are entitled to cancel it within 30 days of purchase and receive a full refund. If you are also receiving one on one coaching Services please note this refund only applies to the group coaching component. We will not accept cancellations after the 30 day period has expired and you will be required to pay for the full term of the membership as the full Price is spread over the term. You are also entitled to pause your membership once for up to 2 months during a 6 or 12 month term on written request;
d) Active Campaign management: You may cancel this Service at any time on written request. Your request will be actioned before your next subscription date provided you notify us not less than 10 working days’ before that date. For the avoidance of doubt, this includes where you wish to transfer your account to another Active Campaign partner.
e) Breach: Either of us is entitled to cancel this Agreement on 14 days’ written notice if the other party is in breach of its obligations.
We are not required to refund any portion of the Price already paid where you cancel this Agreement for convenience, or we cancel for breach.
3.1 Payment for One on One Coaching Services: In order to confirm an engagement for these Services we require you to pay the Price in advance unless otherwise agreed.
3.2 Payment for Administrative Services: You will pay your account on the due date set out in your invoice. We reserve the right not to progress the Services, until your account has been paid in full.
3.3 Payment for Active Campaign management: You may pay for this Service either monthly or annually. You may only downgrade your plan at your next renewal date. You may upgrade your plan at any time and pay the pro rata upgrade price. As this is a third party Service you are responsible for any third party charges.
3.4 Expenses: Agreed out of pocket expenses will be invoiced in advance and we reserve the right not to progress any associated Services until we receive these payments.
3.5 Acceleration: Notwithstanding any agreed credit period, full payment for all unpaid Services will become due immediately upon:
a) You or any guarantor becoming insolvent or bankrupt;
b) The commencement of any act or proceeding in which your or any guarantor’s insolvency is involved; or
c) You or any guarantor resolving to wind up or being ordered to be wound up or having a receiver, liquidator of official manager appointed in respect of all or any of your assets; or
d) You or any guarantor ceasing to trade.
4. PENALTY FOR LATE PAYMENT
4.1 Default interest: Failure by you to make payment in full of any amount payable pursuant to this Agreement on the due date constitutes a default. Without prejudice to any other rights or remedies available to us, simple interest at our bank’s current overdraft rate will be payable upon demand and from the due date until payment. We also reserve the right to apply a reasonable administration fee to your debt. You acknowledge that we are entitled to begin debt recovery action for all payments that remain overdue for at least seven days.
4.2 Legal costs: You will indemnify us against all loss, costs and expenses, including legal costs on a solicitor/client basis, which we may suffer or incur as a result of any failure by you to make due and punctual payment.
4.3 Active Campaign management: In addition to interest under clause 4.1 where you have allowed your subscription to be in default three or more times you will pay an administration fee of $50 to re-establish your account You acknowledge that if you fail to pay your account your account may be closed and your data lost.
5. PERFORMANCE OF THE SERVICES
5.1 Time: We undertake to use reasonable endeavours to deliver the Services within the time specified by us but dates we give for performance will be indicative only. No date specified by you will be binding on us without our written agreement. If you are using Regional Business Partners Network funding then it is your responsibility to ensure you use the funding within the specific timeframe.
5.2 Use of reports: Any reports or material prepared or procured by us as part of the Services are to be used only by you.
5.3 Services to be supplied: You acknowledge and agree that the Services are limited to those set out in the proposal, engagement letter, invoice, quote or other similar document issued by us.
a) Materials: Completion and full payment for a 12 month programme entitles you to access to all the programme materials and calls for the lifetime of our website. If you complete and renew a 6 month programme you will also receive lifetime access
b) Users: Flight Club membership includes access to online content for up to two users with only one designated user able to attend calls and join the Facebook Group.
5.5 Declining Services: We reserve the right to decline any request for work or instructions that we consider is contrary to our professional standards or that in our view may be harmful to your or our reputations. If you object to us declining any work under this clause we have the right to terminate this Agreement with immediate effect.
5.6 Copyright: Unless otherwise agreed, we will retain intellectual property rights in all original work we prepare on your behalf as part of the Services. You will have the right to use the original work for the purpose for which it was intended. You will not have the right to modify the work or use it for any other purposes without our written agreement.
5.7 Portfolio: You agree that we may use examples of the work we have prepared on your behalf for the purposes of marketing our services and our business.
6. YOUR OBLIGATIONS
a) You will provide us with any relevant information required to enable us to perform the Services.
b) Where information provided by you is incorrect and we are required to undertake additional work we reserve the right to charge for such additional work
6.2 Participation in Coaching:
a) You must make best endeavours to attend all scheduled coaching sessions. Group sessions will be recorded so that can still access them if you cannot attend.
b) You are expected to participate honestly and fully in the programmes and positive results depend on this. You agree to respect our professional boundaries and comply with any programme guidelines and Facebook Group rules.
c) You must hold everything discussed in group coaching sessions and on calls in confidence. Where you receive information about the intellectual property of other participants you must not make unauthorised use of that information.
6.3 Third Party Terms: You acknowledge that you agree to comply with any third party terms and conditions relating to a Service, such as those of Active Campaign.
6.4 Third Party Rights: You warrant that:
a) You own any material you provide to us, free of any claims or encumbrances and are entitled to provide that material to us; and
b) any material you provide to us is yours and does not violate any existing intellectual property rights including, without limitation, copyright, trade mark, or any other proprietary or contractual rights.
7. OUR WARRANTIES
7.1 We warrant that:
a) We have the right to enter into this Agreement;
b) We will perform the Services to a reasonable standard of care and skill;
c) We will perform the Services in accordance with relevant laws.
8.1 Limitation of liability:
a) Claims: We will have no liability for unsatisfactory Services unless you notify us in writing of your claim within 7 days after performance of the Services. Your notice or related correspondence must include all the information to support your claim that we may reasonably request and be supplied within the 7 day period;
b) We will have the option, exercisable at our discretion, to replace or give credit for any services in respect of which any claim is made or proven or to refund a portion of the price paid for the Services, thereby fully discharging all our legal liability;
c) If either party is liable for direct losses arising from a breach of this Agreement or for negligence, the liable party’s obligation to pay damages or losses is limited to the Price paid for Services under this Agreement in the 3 months immediately prior to the event to which the liability relates. This limitation does not apply to any loss or damage caused by fraud, wilful breach or wilful damage;
d) We are not liable for any loss caused by you, or any loss that results from your failure to take reasonable steps to avoid or minimise your loss. This includes loss caused by you providing us with incorrect information or by your delay leading to our Services becoming obsolete due to matters outside our control;
e) Notwithstanding any other provision of this agreement, neither party will be liable for indirect, special, consequential or similar damages or losses, including but not limited to loss of profit or revenues or other financial or economic losses of any kind and whether or not the other party has been advised of the potential for such damages.
8.2 Indemnity: You will be liable for, and will indemnify us against, any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by us, whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill), arising out of any dispute or contractual, tortious or other claim or proceeding brought against us arising from any third party claim that our work infringes a third party’s intellectual property rights.
8.3 Specific exclusion: Our Services include advice and training that you and your personnel are best placed to implement in your organisation. For this reason we cannot guarantee that any particular changes we recommend will result in quantifiable improvements to your business.
8.4 Business purposes: If you hold yourself out as acquiring the Services for business purposes, you acknowledge that the provisions of the Consumer Guarantees Act 1993 will not apply and are expressly excluded.
9.1 Events outside our control: If any cause beyond our reasonable control including but not limited to order of a government or other authority, strike, lockout, labour dispute, delays in transit, difficulty in procuring components or equipment, embargo, accident, emergency, act of God interfere with our performance of any of our obligations under these Terms and Conditions then we may at our sole discretion suspend our performance of any such obligation or cancel any contract for the purchase of Services and we will not be liable to you in any respect.
9.2 Waiver: These Terms and Conditions remain in force notwithstanding any neglect, forbearance or delay in enforcement. We will not be deemed to have waived any condition unless such waiver will be in writing and such waiver will only apply to the particular transaction to which it refers.
9.3 Severability: If any clause or provision of these Terms and Conditions will be held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such clause will not apply to this Agreement. The remaining provisions of this Agreement will remain in full force and effect as if the clause or provision held to be illegal or unenforceable had not been included.
9.5 Electronic Communications: You consent to receive commercial electronic messages from us. If you wish to opt out of receiving these messages please use the unsubscribe link.
9.6 Confidentiality: Each party must keep confidential during the term and after termination of this Agreement the existence and terms of this Agreement and all information of a confidential or sensitive nature supplied by the other party to this Agreement except to the extent that disclosure is required by law or where such information is or becomes available in the public domain without breach by a party of its confidentiality obligations under this Agreement. A party may disclose such information to its legal and other advisers, bankers and other persons who are subject to an obligation of confidentiality.
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