APPLICATION OF TERMS
These terms and conditions (“Terms”) apply to Coaching/Consulting Packages provided by Iron Eagles, Grand Boulevard, Seaford Meadows 5169, South Australia.
The agreement for you to participate in a particular coaching session made when we emailed and you confirmed our offer to participate in the applicable coaching package, and is governed by these Terms and continues until it ends in accordance with these Terms. Where you are a corporate entity, “you” in these Terms includes your officers and employees and you warrant that your officers and employees will comply fully with these Terms.
Coaching packages are provided on a personal and/or ‘business-to-business’ basis, supporting your trade, business, craft or profession.
Definitions: In these terms:
a) “Iron Eagles” means all employee, coaches and owners;
b) “Terms” means these Terms of Business;
c) “Contract” means the contract or agreement between us;
d) “Session” means a one on one live in person coaching session performed in person (i.e. live in the same room), or over Skype or Zoom meeting;
e) “Package” means the specific coaching Package you have purchased from us, and comprise of Skype or Zoom meeting sessions or live ‘in person’ sessions.
Iron Eagles also provide coaching to businesses and individuals in the context of their business or profession, consumer protection legislation does not apply to this agreement.
This agreement between us will commence on the date you sign or expressly agree and will continue until the end of the coaching package specified unless terminated earlier by either of us in accordance with clause 7.
The coaching package must be completed within the timeframe specified in your written proposal.
Iron Eagles require 24 hours’ notice excluding weekends if you wish to rearrange, postpone or cancel a session. Sessions rearranged with less notice than this will incur the normal weekly session charges plus applicable GST/VAT tax charges. In case of a short notice please email: firstname.lastname@example.org
Clients are required to submit specific coaching questions no later than 24 hours before the Session.
Where Sessions are held in third party venues, you agree to comply at all times with such venue’s policies and rules in relation to the venue (particularly fire safety and health and safety rules). You will be required to leave the venue if you do not comply with their policies and rules (and Iron Eagles shall not be obliged to refund you any amounts paid in relation to such Session).
You are responsible for your own belongings that you take to a Session and neither Iron Eagles nor any third party venue will be liable for any loss, damage, theft or destruction of any of your belongings.
You agree to reimburse Iron Eagles in full and indemnify against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions while at a third party venue.
REFUND POLICY: Upon execution of this agreement, you shall be responsible for the full extent of the Fee specified in your coaching package agreement. If you cancel attendance at the Programme or any Session, including in-person Intensive sessions, for any reason whatsoever, you will receive no refund.
RESCHEDULING POLICY: Either party may rearrange a Session at least 24 hours prior to the start of the Session, to be rescheduled at a mutually convenient date. If rescheduling a Session on your side takes you beyond the coaching Package term as specified you will forfeit any remaining Sessions.
You can rearrange a maximum of one session during a 3 month package, 2 sessions during a 6 month and 4 sessions during a 12 month coaching package. If you have already rearranged more than the maximum number of Sessions in a coaching package, Iron Eagles reserves the right to treat you as having taken any subsequent Session you try to rearrange, in which case you will not be able to reschedule it or entitled to any compensation for missing it.
If you fail to attend a Session, including where you have attempted to rearrange a Session less than 24 hours before its start time, then you forfeit the full Session Fee where you have paid for the Session in advance or alternatively you must pay the full Session Fee as a cancellation fee.
CONDUCT OF CLIENT
Iron Eagles requires you to complete a welcome questionnaire in advance of our first Session and you will provide true, complete and accurate answers to the questions. Providing this information is essential to the success of the coaching and you are required to upload to your online folder 5 working days before the start of your first Session.
Be on time for your Sessions. If you are late any lost time will be deducted from your Session time. Coaches will wait 10 minutes for you to arrive and if you do not arrive within this time, or notify you are coming late, your Session will be forfeited.
Please ensure your phone and email are switched off and distractions kept to a minimum during your coaching Session. This supports your coach in being focused and giving you the best possible service, and you in receiving the most from your Sessions.
Please advise your coach 2 weeks in advance, when you have holiday planned or need to change a Session. Iron Eagles highly recommend you keep the momentum going wherever possible by committing to your booked sessions as it will support your progress and results.
3. DUTIES OF COACH
Iron Eagles shall provide the Services with due care, skill and ability.
You have email access to your Iron Eagle coach for support & short answers to your questions for the duration of your coaching Package. Your coach aims to get back to you within 24-48 hours on weekdays, travel permitting. For replies requiring more than 5 minutes time, we highly recommend you raise the query at your next coaching session.
Other than as set out in clause 3.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, although we fully expect great things to happen as a result of your Sessions, Iron Eagles cannot guarantee any specific results or that all clients will achieve the same results.
Coaching is not therapy or counselling. It may involve all areas of your life. You acknowledge that deciding how to handle any issues which may arise, the choices you make in relation to them and following through on any agreed action is exclusively your responsibility.
Coaching does not treat mental disorders and is not a substitute for counselling, psychotherapy, psychoanalysis, mental health care or medical treatment of any kind. By entering into this agreement you confirm that you will not use it in place of any form of therapy.
If you are currently receiving treatment from a doctor or other healthcare professional, by entering into this agreement you confirm that you have consulted with this person regarding the advisability of working with a coach and that this person is aware of and supports your decision to proceed with the Programme.
You will keep me informed of any changes to your medical health or personal circumstances.
If for any reason our coaches are unable to provide the Services at the agreed time, they will provide you with as much notice as possible and we shall reschedule the Session for a time mutually agreed.
Iron Eagles coach may need to reschedule Sessions according to travel schedule/commitments/emergencies and whilst every effort will be made to accommodate you at your preferred time, please note this may not always be possible. Advance notice will be provided in this instance and your Session rescheduled.
In consideration of Iron Eagles providing the Services to you, you will pay the Fee as specified in your coaching package.
If you contact coaches between scheduled Sessions then the coach will provide a short email response or SMS to you free of charge. If however your coach consider that more time is needed to deal appropriately with your communication then the coach may either:
advise you to arrange an additional Session (at the current hourly rate); or
inform you of the time your coach would need to spend in responding to you and the Fee which would be payable by you for such a response. Your coach will obtain your prior approval to such Fee before incurring it.
If you are on a payment plan, Iron Eagles will invoice you fortnightly in advance for the Fees. If you fail to make any of the planned payments on the due date then Iron Eagles reserve the right to invoice you immediately for the whole of the outstanding balance and payment for that invoice will be due by return.
You agree to pay each of Iron Eagles invoices in full and in cleared funds within 5 days of the date of the invoice either by bank transfer to the bank account nominated in writing to your Iron Eagles coach, or by PayPal.
You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by you in connection with your participation in the Sessions.
Without prejudice to any other right or remedy that Iron Eagles may have, if you fail to pay on the due date, Iron Eagles have full discretion to:
- charge interest on such sum from the due date for payment at the annual rate of 5% above the base rate from time to time, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
- suspend all coaching Services until payment has been made in full.
All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause is without prejudice to any right to claim interest under the law, or any such right under this agreement.
5. CONFIDENTIAL INFORMATION
Iron Eagles acknowledge that in the course of providing the Services coaches will have access to Confidential Information (as defined in clause 16).
Iron Eagles agree not to (except in the proper course of our coaching duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:
- any use or disclosure authorised by you or required by law;
- any use or disclosure which Iron Eagles in our absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or
- any information which is already in, or comes into, the public domain otherwise than through my unauthorised disclosure.
As with good practice in coaching, Iron Eagle coaches may undertake their own professional coaching support. You agree that Iron Eagles coaches may disclose any issues which arise out of the Sessions with their own coach supervisor and/or supervision group but Iron Eagles coaches agree only to disclose such issues on a general basis and without disclosing your name, business name or any other identifying information.
You may disclose to third parties such information about the Sessions as you wish as long as the information is truthful.
6. DATA PROTECTION & INTELLECTUAL PROPERTY
You acknowledge and agree that your personal data will be processed by and on behalf of Iron Eagles as part of providing you with the Services.
Iron Eagles is the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that is use within the Sessions and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.
You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that Iron Eagle coaches use in the Sessions.
Iron Eagles grant to you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used in the Sessions for private personal use, and for the purpose for which the Sessions were provided only.
You may not without Iron Eagles prior written consent make any audio or visual recordings of all or any part of our Sessions. You hereby consent to recordings being made of the Programme and any Sessions by me, and these will be provided to you for your own personal use on request.
NON DISPARAGEMENT: In the event of a dispute between us both, we both agree that they neither of us will engage in any conduct or communications, public or private, designed to disparage or bring in to disrepute the other.
Either you or Iron Eagles coaches may terminate this agreement immediately if:
(i) the other party commits any material breach of the terms of this agreement and, in the case of a breach capable of being resolved, the breach is not resolved within 14 days of a written request to do so. The written request must expressly refer to this clause and state that this agreement will be terminated if the breach is not resolved; or(ii) the other party commits or threatens to commit or is threatened with any act of insolvency under the Insolvency Act 2006.
On or before the date of termination of this agreement, you shall immediately pay any unpaid Fees or other sums payable under this agreement.
Termination of this agreement shall not affect the accrued rights, remedies, obligations and liabilities of either party as at the date of termination of this agreement, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of this agreement, including the following clauses: clause 5 (Confidential Information), this clause 7, clause 9 (Limitation on liability) and clause 15 (Governing law and jurisdiction).
The relationship between Iron Eagles and you will be that of independent contractor and nothing in this agreement shall render any Iron Eagle coaches as your employee, worker, agent or partner.
Iron Eagles shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement and me providing the Services.
Iron Eagles total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by you for the Sessions.
If Iron Eagles are prevented from or delayed in performing their obligations by your act or omission or by any circumstance outside of their control, Iron Eagles shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
The provisions of this clause 9 shall survive termination of this agreement.
10. FORCE MAJEURE
Iron Eagles shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond my reasonable control.
11. ENTIRE AGREEMENT & PREVIOUS CONTRACTS
You acknowledge and agree that:
this agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent);
in entering into this agreement you have not relied on any Pre-Contractual Statement (as defined in clause 16).
No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of Iron Eagles coach and you.
This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
14. THIRD PARTY RIGHTS
A person who is not a part to this agreement shall not have any rights under the Contract and Commercial Law Act 2017 to enforce any term of this agreement.
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.
15. GOVERNING LAW & JURISDICTION
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with New Zealand law.
The parties irrevocably agree that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).
Confidential Information: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information that Iron Eagle coaches obtain in connection with the provision of the Services and (ii) the fact that Iron Eagles coaches am providing the Services to you.
Intellectual Property Rights : any and all copyright, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, rights in software, the right to sue for passing off, domain names and all similar rights and, in each case whether registered or not, including any applications to protect or register such rights, whether vested, contingent or future and wherever existing.
Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the provision of the Services other than as expressly set out in this agreement.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.