TERMS AND CONDITIONS OF ENGAGEMENT
1. TERMS OF ENGAGEMENT
1.1 You are engaging Dr Lurve Pty Ltd and any of Dr Lurve’s officers, directors, employees or agents (Dr Lurve) as a relationship coach to provide coaching services (Services) to you on the terms of this agreement.
1.2 As Dr Lurve only provides coaching to individuals in the context of their personal relationships, consumer protection legislation does not apply to this agreement.
1.3 This agreement between you and Dr Lurve (Us) will commence on the date you engage Dr Lurve to provide the Services generally or pursuant to the terms of any package or engagement (Programme) and will continue until the end of the term of any Programme or any date otherwise specifically agreed between Us, unless terminated earlier by either of us in accordance with clause 8.
2.1 Each coaching appointment at which the Services are provided (Session) will last for the time specified in the Programme and will take place over Skype, Facetime, by telephone, or in any other mode or manner as otherwise agreed between Us.
2.2 Dr Lurve requires 24 hours’ notice (excluding weekends) if you wish to rearrange a Session. Unattended Sessions or Sessions cancelled or rearranged with less than 24 hours’ notice will be forfeited from any applicable Programme. In case of a short notice emergency please email Dr Lurve on firstname.lastname@example.org.
2.3 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. In the event you are required to leave any venue, you agree that Dr Lurve is not obliged to refund you any amount(s) paid in relation to such Session.
2.4 You are responsible for your own belongings that you take to a Session and neither Dr Lurve nor any third party venue will be liable for any loss, damage, theft or destruction of any of your belongings.
2.5 You agree to reimburse Dr Lurve in full and indemnify Dr Lurve against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions or the actions or inactions of any other person, while at a third party venue.
2.6 You can rearrange a maximum of three Sessions during any 3 month period and a maximum of five sessions during any 6 month period. If you have already rearranged more than the maximum number of Sessions in a Programme, Dr Lurve 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 reimbursement or compensation for missing it.
2.7 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.
3. DUTIES OF COACH
3.1 Dr Lurve will provide the Services with due care, skill and ability.
3.2 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 and despite expectations of favourable outcomes, Dr Lurve cannot and does not guarantee any specific result(s) or that each client or any clients can or achieve the same or similar results.
3.3 The Services involve coaching and do not under any circumstances involve or include therapy or counselling. The Services may raise matters of a sensitive or emotional nature. You acknowledge that you are solely responsible in electing how to respond or deal with any issues or matters which may arise during or as a consequence of the Services and that you are solely responsible for any consequences.
3.4 Coaching does not address or treat mental or psychological issues or disorders and is not a substitute for counselling, psychotherapy, psychoanalysis, mental health care or medical treatment of any kind. By entering into this agreement or otherwise engaging Dr Lurve, you confirm that you do not and will not use or perceive the Services as a form of therapy.
3.5 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 your doctor or other healthcare professional regarding the advisability of working with a coach and that your doctor and/or healthcare professional is aware of and supports your decision to proceed with the Services.
3.6 You will keep Dr Lurve informed of any change(s) to your health or personal circumstances.
3.7 If for any reason Dr Lurve is unable to provide the Services at the agreed Session time, Dr Lurve will provide you with as much notice as possible and shall reschedule the Session for a time mutually agreed.
4.1 In consideration of Dr Lurve providing the Services to you, you will pay to Dr Lurve the fee associated with any specific Programme or an amount otherwise agreed between Us (Fee).
4.2 If you contact Dr Lurve between scheduled Sessions then Dr Lurve will, at Dr Lurve’s sole discretion provide a short email response or telephone you at no extra cost. If however Dr Lurve considers that more time is needed to deal appropriately with any communication then Dr Lurve may either:
4.2.1 advise you to arrange an additional Session (at Dr Lurve’s then current hourly rate); or
4.2.2 inform you of the time Dr Lurve would need to spend in responding to you and the Fee which would be payable by you for such a response. Dr Lurve will obtain your prior approval to such Fee before incurring it.
4.3 You shall pay each of Dr Lurve’s invoices in respect of the Fee(s) in full and in cleared funds within 2 days of the date of the invoice either by bank transfer to the bank account nominated in writing by Dr Lurve.
4.4 Unless such costs are comprised within any specific Programme, 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 or Programme.
4.5 Without prejudice to any other right or remedy that Dr Lurve may have, if you fail to pay any Fee to Dr Lurve on the due date, Dr Lurve may:
4.5.1 charge interest on such outstanding sum from the due date for payment at the annual rate that is 6% above the cash rate last published by the Reserve Bank of Australia 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
4.5.2 suspend all Services until payment has been made in full.
4.6 Upon acceptance of this agreement or any Programme, you shall be responsible for the payment of the full Fee(s) specified in any Programme or otherwise agreed between Us. If you cancel attendance at the Programme or any Session, for any reason whatsoever, you will receive no refund.
4.7 All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause 4 is without prejudice to any right to claim interest under the law, or any such right under this agreement.
5. CONFIDENTIAL INFORMATION
5.1 Dr Lurve acknowledges that in the course of providing the Services Dr Lurve will have access to and/or receive Confidential Information (as defined in clause 15).
5.2 Dr Lurve agrees not to (except in the proper course of Dr Lurve’s duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:
5.5.1 any use or disclosure authorised either expressly or impliedly by you or required by law;
5.5.2 any use or disclosure which Dr Lurve or any of Dr Lurve’s officers, employers or agents consider in their absolute discretion necessary or advisable in order to prevent illegal acts or harm to you or to others; or
5.5.3 any information which is already in, or comes into, the public domain otherwise than through Dr Lurve’s unauthorised disclosure.
5.3 As is good practice in coaching, Dr Lurve’s officers, employees or agents may undertake coaching. You agree that Dr Lurve’s officers, employees or agents may disclose any issues which arise out of the Sessions with their own coach, supervisor and/or supervision group on the basis that any of those officers, employees or agents disclose such issues on a general basis and without disclosing your name.
6. DATA PROTECTION & INTELLECTUAL PROPERTY
6.1 You acknowledge and agree that your personal data will be processed by and on behalf of Dr Lurve as part of Dr Lurve providing you with the Services.
6.2 Dr Lurve is the exclusive owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content used by Dr Lurve and any of its officers, employees or agents within the Sessions. 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.
6.3 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 used in the Sessions.
6.4 Dr Lurve grants 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 only for the purpose for which the Sessions were provided.
6.5 You may not without the prior written consent of Dr Lurve make any audio or visual recordings of all or any part of any Sessions. You hereby consent to recordings being made of the Programme and any Sessions by or on behalf of Dr Lurve, and these will be provided to you for your own personal use on request.
In the event of a dispute between Us both, we both agree that neither of Us will engage in any conduct or communications, public or private, designed to disparage or harm the other.
8.1 Either you or Dr Lurve may terminate this agreement immediately if:
8.1.1 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 30 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
8.1.2 the other party commits or threatens to commit or is threatened with any act of insolvency.
8.2 On or before the date of termination of this agreement or Programme, you shall immediately pay any unpaid Fees or other sums payable under this agreement.
8.3 Termination of this agreement shall not affect the accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this agreement or Programme, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
8.4 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), clause 7 (Non-Disparagement), this clause 8, clause 9 (Limitation on liability) and clause 14 (Governing law and jurisdiction).
9.1 Nothing in this clause 9 shall limit the liability of Dr Lurve for any matter for which liability cannot be legally excluded or limited.
9.2 Dr Lurve and any of its officers, employees or agents shall not be liable for any injury, medical or psychological harm or loss, loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, 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/or the Services.
9.3 Dr Lurve’s total liability in contract, tort (including negligence or breach of any statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement or provision of the Services shall in all circumstances be limited to the total price paid by you for the Sessions.
9.4 If Dr Lurve and any of its officers, employees or agents are prevented from or delayed in performing any obligations by your act or omission or by any circumstance outside of any of their control, Dr Lurve 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.
9.5 the provisions of this clause 9 shall survive termination of this agreement.
10.1 Dr Lurve 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 the reasonable control of Dr Lurve.
11. ENTIRE AGREEMENT
You acknowledge and agree that:
11.1 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);
11.2 in entering into this agreement and/or or any Programme you have not relied on any Pre-Contractual Statement (as defined in clause 15).
No variation of this agreement and/or any Programme shall be valid unless it is in writing and signed by or on behalf of each of Us.
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. 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 the law applicable in New South Wales, and you submit to the exclusive jurisdiction of the Courts of New South Wales.
15.1 The following definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).
15.1.1 Confidential Information: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information obtained by Dr Lurve in connection with the provision of the Services and (ii) information obtained by Dr Lurve during any Sessions.
15.1.2 Intellectual Property Rights : any and all copyright, know-how, trade secrets, trade marks and trade names, service marks, design rights, database rights and rights in data, rights in software, the right to sue for passing off 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.
15.1.3 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.
15.2 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.
15.3 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.