Service Agreement
CLIENT TERMS
These Client Terms, together with any Client Form set out the agreement under the terms of which KYLIE ANN BRENNAN ABN 98 307 686 465 operating under the business name KYLIE BRENNAN COACHING provides Services (defined in clause 2 ) to you or the company which you represent
CLIENT FORM, THIS AGREEMENT
These Client Terms will apply to all the Client's dealings with Kylie Brennan Coaching, including being incorporated in all agreements, quotations or orders under which Kylie Brennan Coaching is to provide
services to the Client together with any additional terms included in such Client Form (provided such additional terms are recorded in writing).
The Client will be taken to have accepted this Agreement if the Client accepts a Client Form, or if the Client orders, accepts or pays for any services provided by Kylie Brennan Coaching after receiving or becoming
aware of this Agreement or these Client Terms.
In the event of any inconsistency between these Client Terms and any Client Form, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any Special Conditions (being terms described as such in a Client Form) will prevail over these Client Terms to the extent of any inconsistency.
SERVICES
In consideration for the payment of the fees set out in the Client Form (Fees), Kylie Brennan Coaching will provide the Client with services set out in a Client Form (Services). Unless otherwise agreed, Kylie Brennan Coaching may, in its discretion: not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and withhold delivery of Services until the Client has paid an invoice in respect of such Services.
CLIENT OBLIGATIONS
1.1. PROVIDE INFORMATION AND LIAISON
(a) The Client must provide Kylie Brennan Coaching with all documentation, information and assistance reasonably required for Kylie Brennan Coaching to perform the Services.
(b) The Client agrees to liaise with Kylie Brennan Coaching as it reasonably requests for the purpose of enabling Kylie Brennan Coaching to provide the Services.
1.2. CLIENT PERSONNEL
(a) Where a Client is signing up to this agreement where its employees or personnel will benefit from Kylie Brennan’s Coaching services, the Client must ensure that any of its personnel agree to Kylie Brennan’s Coaching Terms and Conditions, available on Kylie Brennan’s Coaching’s website.
(b) The Client guarantees the performance of those Terms and Conditions by all of its personnel. The Client agrees to indemnify Kylie Brennan Coaching from any claims that arise from any of its personnel receiving any services from Kylie Brennan Coaching that are paid for under this agreement.
PAYMENT
1.3. FEES
The Client must pay to Kylie Brennan Coaching fees in the amounts and at the times set out in the Client Form or as otherwise agreed in writing.
1.4. INVOICES
Unless otherwise agreed in the Client Form:
(a) if Kylie Brennan Coaching issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and
(b) in all other circumstances, the Client must pay for all goods and services within 2 weeks of receiving an invoice for amounts payable.
1.5. PAYMENT METHOD
The Client must pay Fees using the fee payment method specified in the Client Form.
1.6. LATE PAYMENT AND DEBT RECOVERY
If you do not pay an amount due under this agreement on or before the date that it is due:
(a) you must pay Kylie Brennan Coaching interest at the rate of 8% per month on the amount due, calculated daily (please note interest rates may change and we will provide you with notice of this);
(b) Kylie Brennan Coaching may seek to recover the amount due by referring the matter to debt collectors; and
(c) you must reimburse Kylie Brennan Coaching for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under these terms.
1.7. EXPENSES
Unless otherwise agreed in writing:
(a) the Client will bear all travel, accommodation, office stationery, computer storage, media and related expenses reasonably incurred by Kylie Brennan Coaching in connection with a Client Form; and
(b) any third party costs incurred by Kylie Brennan Coaching in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Client Form.
1.8. GST
Unless otherwise indicated, amounts stated in a Client Form do not include GST. In relation to any GST payable for a taxable supply by Kylie Brennan Coaching, the Client must pay the GST subject to Kylie Brennan Coaching providing a tax invoice.
1.9. CARD SURCHARGES
Kylie Brennan Coaching reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).
CHANGES
The Client must pay additional service fees for changes to Services requested by the Client which are outside the scope set out in the relevant Client Form (Changes).
Unless otherwise agreed in writing, Kylie Brennan Coaching may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
ACCREDITATIONS
Unless otherwise agreed in writing:
All displays or publications of any deliverables provided to the Client as part of the Services (Deliverables) must, if requested by Kylie Brennan Coaching, bear an accreditation and/or a copyright notice including Kylie Brennan Coaching in the form, size and location as directed by Kylie Brennan Coaching; and Kylie Brennan Coaching retains the right to describe the Services and reproduce, publish and display the Deliverables in Kylie Brennan Coaching portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses.
THIRD PARTY GOODS AND SERVICES
Any Service that requires Kylie Brennan Coaching to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including policies.
The Client agrees to any Third Party Terms applicable to any goods and services supplied by a third party that the Client or Kylie Brennan Coaching acquires as part of the Services and Kylie Brennan Coaching will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
DISCLAIMER
Kylie Brennan is a Master Practitioner member of the Neuro Linguistic Programming Association of Australia Inc. (NLPAA). Kylie Brennan Coaching provides personal coaching in line with the NLPAA training.
Kylie Brennan Coaching adheres to the NLPAA’s Code of Ethics.
Kylie Brennan is not a psychologist, psychiatrist, mental health professional or medical professional. Kylie Brennan Coaching provides information and Services that are general in nature and based on NLPAA training. Any information included in the Services is not a substitute for medical advice.
Before making any changes to your mental health, your physical health or otherwise, seek medical advice to evaluate any risks. Individual results may vary and cannot be guaranteed. The purpose of providing the Services is to provide general information that is based on Kylie Brennan’s NLPAA training.
Kylie Brennan Coaching does not provide medical advice, and none of its staff are medically trained.
Any recommendations or advice are Kylie Brennan Coaching’s solutions or remedies of what actions a client may take and are in no way to be taken as medical advice and are not exhaustive of all possible solutions or remedies.
We encourage any client to seek medical advice if at any time unsure about anything contained in our Services.
CONFIDENTIALITY
Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
Where a Client is paying for Services to be provided to its employees, the Client acknowledges and agrees that all information shared by the Client’s employee during any services provided by Kylie Brennan Coaching is confidential information. Kylie Brennan Coaching is not permitted to share any of this confidential information or any information shared in a coaching session with a Client’s employee unless prior authorised consent has been obtained from the employee.
This clause does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);
(ii) information required to be disclosed by any law; or
(iii) information disclosed by Kylie Brennan Coaching to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.
INTELLECTUAL PROPERTY
1.10. CLIENT CONTENT
(a) The Client grants to Kylie Brennan Coaching (and its subcontractors, employees and agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any part of the Services.
(b) The Client: (i) warrants that Kylie Brennan Coaching's use of Client Content as contemplated by this Agreement will not infringe any third-party Intellectual Property Rights; and (ii) will indemnify Kylie Brennan Coaching from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or a claim of such an infringement.
1.11. DEVELOPED IP
All Developed IP will be solely and exclusively owned by Kylie Brennan Coaching.
1.12. KYLIE BRENNAN COACHING IP
(a) Kylie Brennan Coaching grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use Kylie Brennan Coaching IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services and/or the Deliverables.
(b) Unless otherwise agreed in writing by Kylie Brennan Coaching or in this clause, the Client will not acquire Intellectual Property Rights in any Kylie Brennan Coaching IP under this Agreement or as part of receiving the Services.
1.13. DEFINITIONS
For the purposes of this clause :
(a) “Client Content” means any Material supplied by the Client to Kylie Brennan Coaching under or in connection with this Agreement, including any Intellectual Property Rights attaching to that Material.
(b) “Developed IP” means the Deliverables and any other Material produced by Kylie Brennan Coaching in the course of providing the Services, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to that Material or the Deliverables.
(c) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, confidential information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the start date set out in a Client Form, whether registered or unregistered.
(d) “Kylie Brennan Coaching IP” means all Material owned or licensed by Kylie Brennan Coaching that is not Developed IP and any Intellectual Property Rights attaching to that Material.
(e) “Material” means tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.
WARRANTIES
To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this Agreement or a Client Form are excluded.
Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee which may not lawfully be excluded, then, to the maximum extent permitted by applicable law,
Kylie Brennan Coaching’s liability for breach of that non-excludable condition, warranty or guarantee will, at Kylie Brennan Coaching’s option, be limited to:
in the case of goods, their replacement or the supply of equivalent goods or their repair; and in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, Kylie Brennan Coaching’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims are for economic loss, or for personal injury or other damage) arising under or in connection with this Agreement is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and is limited, insofar as concerns other liability, to the total money paid to Kylie Brennan Coaching under this Agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).
Nothing in this agreement is intended to limit the operation of the Competition and Consumer Act 2010 (Cth).
INDEMNITY
The Client indemnifies Kylie Brennan Coaching from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of: any breach of this Agreement by the Client; or any negligent, fraudulent or criminal act or omission of the Client or its personnel.
SUBCONTRACTING
Kylie Brennan Coaching may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.
TERMINATION
1.14. TERMINATION BY KYLIE BRENNAN COACHING
Kylie Brennan Coaching may terminate this Agreement in whole or in part immediately by written notice to the Client if:
(a) the Client is in breach of any term of this Agreement; or
(b) the Client becomes subject to any form of insolvency or bankruptcy administration.
1.15. TERMINATION BY THE CLIENT
The Client may terminate this Agreement in whole or in part by written notice to Kylie Brennan Coaching if:
(a) Kylie Brennan Coaching has committed a material breach of this Agreement and has failed to remedy the breach within 30 days after receiving written notice from the Client; or
(b) Kylie Brennan Coaching consents to such termination, subject to the Client’s fulfillment of any pre-conditions to such consent (for example, payment of a pro-rata portion of the agreed fees).
1.16. EFFECT OF TERMINATION
Upon termination of this Agreement, the Client must promptly pay (at Kylie Brennan Coaching’s request):
(a) any payments required by Kylie Brennan Coaching to third party suppliers or service providers to discontinue their work;
(b) Kylie Brennan Coaching’s standard fees in relation to work already performed; and/or
(c) an equitable amount by way of profit margin on the preceding items.
1.17. SURVIVAL
Any provision of this Agreement which, by its nature, would reasonably be expected to be performed after the termination, shall survive and be enforceable after such termination, including without limitation clauses 3 , 6 , 7 , 8, 9 , 10 , 11 , 12 and 14.3
DISPUTE RESOLUTION
The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this Agreement prior to commencing any proceedings.
If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party or, if the party is an individual, that individual.
The parties acknowledge that compliance with this clause 15 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except: in the case of applications for urgent interlocutory relief; or a breach by another party of this clause 15 .
NOTICES
1.18. FORM OF NOTICE
A notice or other communication to a party under this Agreement must be:
(a) in writing and in English; and (b) addressed to that party to: (i) the postal address of that party; or (ii) the email address of that party that has been regularly used by the parties to correspond during the term of this Agreement (unless such email address is known to be inactive by the party giving notice).
1.19. HOW NOTICE MUST BE GIVEN
A notice may be given by hand, post, or email, and it will be considered received at different times depending on the method used. If delivered by hand, it is regarded as received immediately.
If sent by prepaid post within the same country, it is deemed received on the third business day after posting, while prepaid post to another country is deemed received on the fifth business day after posting by airmail.
For email sent to the nominated address, notice is considered received 24 hours after sending, unless the sender knows or should reasonably suspect that it was not successfully delivered.
GENERAL
1.20. GOVERNING LAW
This Agreement is governed by the law applying in New South Wales, Australia.
1.21. JURISDICTION
Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
1.22. ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
1.23. RELATIONSHIP
(a) Nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship between Kylie Brennan Coaching and the Client or any of their respective employees, agents or contractors.
(b) Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.
1.24. AMENDMENTS
This Agreement may only be amended by a document signed by each party.
1.25. WAIVER
No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
1.26. FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.
1.27. ELECTRONIC SIGNATURES
The parties consent to the use of electronic signatures for the purpose of executing this Agreement.
1.28. ENTIRE AGREEMENT
This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.