Terms and Conditions for Coaching Services
Last Updated: 17 February 2022
Founded in 2022, Paparahi is a business support service offering Coaching Services in the field of Business Development. We will endeavor to operate in a fair and reasonable manner at all times. It is, however, important to have certain contractual aspects agreed to in order to protect both Parties. By undertaking Coaching Services by Paparahi you are agreeing to the following Terms and Conditions.
1. Client Responsibility and Obligations
(a) It is your responsibility to be prepared, punctual and focused for Coaching Sessions to ensure the effectiveness of the Coaching process.
(b) Coaching is only effective if the Client is ready and open to practice new skills, spend time reflecting and completing agreed upon homework.
(c) Paparahi reserves the right to suspend, or discontinue further Coaching Sessions if the Client is not committed to completing agreed action points between sessions.
2. Coaching Sessions
(a) Coaching Sessions will be one hour in length and are conducted over the phone, internet, or in person if applicable.
(b) Cancellation notice is to be received no later than 24 hours before the Coaching Session to allow enough time to fill the time slot.
(c) After three (3) Reschedules or Cancellations of the same Coaching Session by you, the Coaching Session will be Forfeited.
(d) We appreciate being late at times is outside of your control. Please be aware if a Client is booked in after you, your Coaching Session will finish on time in order to accommodate the next client.
(e) Without the express written permission from Paparahi, the Client shall not:
record the Coaching Sessions in anyway;
reproduce, scan or copy, alter, modify, translate (in each case, whether in whole or in part) the Coaching Materials except for the sole purpose of completing the Coaching Service; or
permit the Coaching Materials (whether in whole or in part) to be reproduced, scanned, copied, combined with or become incorporated into any other materials.
3. Business Plan Coaching Service
(a) You must complete all Worksheets before we deliver you a Business Plan.
(b) You are entitled to a set number of Coaching Sessions as outlined in the Proposal which must be used within the set timeframe, beginning from the agreed Start Date.
4. Client Content
(a) It is important that you provide us with all necessary information (Client Content) that we request from you to deliver our Service.
(b) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:
breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or
compromise the security or operation of our computer systems, through a virus or otherwise.
(c) You indemnify, and agree to keep Paparahi, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) if any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.
5. Service Delivery
(a) You acknowledge that electronic Services are subject to interruption and breakdown, and all non-electronic Services are subject to disruption, and therefore:
the Services will not be error-free or uninterrupted; and
your access to the Service and the operation of the Service will not be error-free or uninterrupted.
6. Limitation of Liability
(a) To the fullest extent permissible by law, Paparahi is not liable (whether in contract or tort) for:
faults or defects in any Services or goods provided by third parties in connection with this Agreement; or
any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Paparahi knew of the possibility of such loss and whether or not such loss was foreseeable.
(b) To the fullest extent permissible by law, in no event will Paparahi liability contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this Agreement exceed the amounts actually paid by the Client to Paparahi for the Service;
(c) Paparahi will not be liable for any act or omission if, and to the extent that, it arises due to a reason beyond its reasonable control including without limitation strikes, lockouts, fire, theft, vandalism, natural disaster, act of God, pandemic or epidemic.
7. Indemnity
(a) You indemnify, defend and hold harmless Paparahi in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on full indemnity basis), in connection with any of the following:
any breach of this Agreement;
your negligent acts or omissions; or
your use of the Services, including any third party claims made in connection with or arising out of the Clients use of the Service, other than use in accordance with this Agreement.
8. Intellectual Property
(a) All intellectual property rights in or arising out of or in connection with the Services, including any associated Coaching Materials shall remain the property of Paparahi or its licensor.
(b) Paparahi grants the Client a perpetual, non-exclusive, non-transferable royalty-free license to use the Coaching Materials solely for the purpose of receiving the Services.
(c) The Client shall not, and shall ensure that the client(s) does not, in respect of the Coaching Materials:
commercially exploit it;
sublicense it to any third party; or
use it for the benefit of any other persons.
(d) As between the Parties, you shall own all right, title and interest in and to all of the your data.
(e) For purposes of this clause 9, “intellectual property rights” means patents, trademarks, trade names, design rights, copyright, confidential information, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which shall subsist anywhere in the world.
9. Confidentiality
(a) Each Party agrees to keep confidential, and not to use or disclose except as permitted by these Terms and Conditions, any Confidential Information of the other party. This obligation of confidence extends to Confidential Information obtained by a Party before entering into this Agreement.
(b) We will not:
disclose to any third party any details regarding your organisation including, without limitation, any information regarding any of your stakeholder information, strategic plans, classified documentation, or Confidential Information; or
make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by you; or
use Confidential Information other than solely for your benefit.
(c) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law.
(d) Each Party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other Party.
10. Refund Policy
(a) All Fees paid come with a no-refund policy. If you decide you no longer wish to receive our Services you will not be provided a Refund of Fees paid.
11. Payment of Fees
(a) Fees are specified in the Letter of Enagagement.
(b) Fees must be paid by you and received by us prior to the commencement of the Services taking place and must be paid in accordance with the Payment Structure specified in the Letter of Engagement.
(c) You shall pay any invoice issued by us within 21 calendar days of the date of the invoice or prior to the Services taking place whichever is earlier, to a bank account provided on the invoice by us.
(d) If you fail to pay an amount on the due date, we may without prejudice to other rights and remedies under this Agreement or at law charge interest on the amount due, calculated at 10% per month from the due date until the date on which Paparahi receives payment.
(e) If all Worksheets are not completed by the final week and additional Coaching Sessions are required by you, this will be an extra billing cost to you at an hourly rate of $150 + GST per hour.
12. Termination
(a) A party may terminate this Agreement by notice in writing to the other party if a party commits a material breach of this Agreement.
(b) A party may terminate this Agreement at any time and for any reason by notice in writing to the other party.
(c) Upon termination of this Agreement:
our obligation to carry out the Services ceases;
each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations.
13. General
(a) This Agreement does not create a relationship of employment, agency or partnership between the parties.
(b) We may subcontract our obligations under this Agreement.
(c) If part or all of any of the provisions of this Agreement is illegal or unenforceable, it will be severed from this Agreement, and will not affect the continued operation of the remaining provisions.
(d) We may change this Agreement from time to time. The new terms will apply to any Service that commences after the date that we publish the changed Terms and Conditions. Your engagement of our Services after that date signifies your acceptance of the amended Agreement.
14. Interpretation
In this Agreement:
(a) a reference to ‘this Agreement’ means these Terms and Conditions;
(b) the singular includes the plural and the plural include the singular;
(c) words of any gender include all genders;
(d) an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
(e) a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
(f) a reference to a party to a document includes that party's successors and permitted assignees.
15. Terminology
Cancellations refer to the action of canceling a Coaching Session that has been agreed to by us and the Client.
Coaching Sessions refers to one-on-one meetings held between us and the Client.
Coaching Materials refers to any materials or documents provided or loaned by Paparahi to you, and includes both hard copies, soft copies and downloadable soft copy materials.
Claim means a demand, action or proceeding of any nature whether actual or threatened.
Client, you or your means, in relation to any work that we do for you, the person named as the Client in the Letter of Engagement for whom we are undertaking the Services.
Client Content means any material that must be supplied to us.
Fees means the money payable to us for the Services as set out in the Letter of Engagement.
Forfeited means the Client will lose the right to a Coaching Session.
Paparahi, we or us means, Paparahi the company who will be providing the Client with Services.
Payment Structure means the terms for payment of Fees by the Client to Paparahi.
Intellectual Property Rights includes: copyright, patents, trademarks, registered designs.
Loss means any liability, cost, expense, loss, personal injury, death or damage, amounts payable on the Claim and legal costs and disbursements on a full indemnity basis.
Letter of Engagement refers to the letter sent by us confirming we will provide Services to the Client with Fees and Payment Structure specified.
Application Form refers to the online form the Client must submit to Paparahi containing contact details as a request for Services.
Reschedule means to change the time of an agreed Coaching Session.
Services means the work we provide to the Client.
Start Date means the date we will begin providing our Services to the Client.
Worksheets refers to Coaching Material that will be supplied by us to the Client to deliver our Services.