Terms and Conditions
WHEREAS, the Client wishes to engage the Company to provide certain Consulting Services (“Services”) to the Client, and the Company has agreed to provide the Client with Services on the terms set out in this Agreement and its attached quote. NOW THEREFORE, the Company and the Client agree as follows:
- Scope of Services
The scope of Services to be provided to the Client by the Company is set forth in the Consulting Contract attached hereto as “the standard quote”, which forms part of this Agreement.The Client may request additional Services beyond the scope described in the Quote. The terms applicable to requests for additional Services may be agreed to in an additional Quote or performed and invoiced according to the Company’s Standard Rate attached hereto as “Schedule B”, which forms part of this Agreement. The Company’s Standard Rates may be modified from time to time and will form part of this Agreement upon delivering a current list of standard rates to the Client. This Agreement shall apply to all Consulting Contracts entered into between the Company and the Client and all services provided by the Company to the Client.
Any amendment to the scope of Services shall be in writing and in accordance with the terms described herein and in the attached quotes and Schedules to this Agreement.
- Company Facilities The Client shall provide the Company with access to its facilities, information technology, audio visual equipment and personnel as required by the Company to perform the Services. Alternatively, the Client may make arrangements with a third party to provide necessary facilities, information technology, audio visual equipment or personnel. All facilities, equipment and/or personnel required by the Company shall be detailed in the Consulting Contract or otherwise agreed upon by the Parties in writing.
Required facilities, equipment and personnel may include, but shall not be limited to, a suitable space to provide workshops or consult with or coach Client personnel, and/or a projector suitable for visual presentation.
The Company shall observe all applicable Client security requirements when working on the Client’s premises. The Client is responsible for communicating these requirements to the Company.
3.Communication & Client Contact Regular and efficient communication between the Company and the Client regarding matters relevant to the provision of Services such as progress of work, exchange of information, and scheduling is required. The Client shall designate and make available a Client Contact responsible for coordinating the Company’s performance of the Services.
All scheduling between the Company and the Client, including but not limited to the scheduling of meetings, telephone conferences, consulting sessions, and workshops, shall be confirmed via email between the Company and the Client contact.
- Payment and Fees
Fees shall be set forth in the Consulting Contract and are based on the scope of Services and/or the Company’s standard rates.
- The Client will be invoiced for all out-of-pocket expenses directly related to the provision of the Services. Expected out of pocket expenses shall be listed in the Consulting Contract. The Company shall document all out-of-pocket expenses invoiced to the Client and provide receipts upon request.
- Payment is due upon delivery of an invoice to the Client, which shall occur according to the payment schedule in the Quote or as otherwise agreed to by the Parties. Payment is accepted in the form of cheque and email money transfer.
- The terms of credit for invoices will be payable thirty (30) days from the date of invoice. Interest of 24% per annum may be applied to overdue accounts.
- Property All original materials and property provided by the Client to the Company or produced or obtained by the Company specifically for, and paid for, by the Client under this agreement, shall remain or become the sole properties of the Client. Upon termination of this agreement, the Company shall return all such materials and property to the Client. Notwithstanding paragraph 6 (1), all materials and property produced or owned by the Company and used in the provision of Services under this agreement shall remain the property of the Company and the Client shall return all such materials and property to the Company upon termination of this Agreement.
- Confidentiality The Company recognizes that information regarding the Client’s organization and the personal information of its personnel or members must remain private and confidential. The Company undertakes to use its best efforts to ensure that no information regarding the Client’s organization or personnel is divulged, except by court order. Nor will the Company use or allow the use of any trade secret, business development program or other material or information belonging to the Client for its own benefit, without the Client’s prior approval.
- Upon termination of this Agreement, the Company shall destroy and/or delete all confidential information provided to the Company regarding the Client’s organization and personnel or members, unless the Client requests otherwise.
- Intellectual Property Rights
The Company warrants that the provision of Services called for hereunder shall not infringe any third party “Intellectual Property Rights” (patents, trademarks, copyrights, trade secrets, etc.)
- Warranties and Limitation of Liability The Company warranties that Services provided under this Agreement shall be of a professional quality, conforming to generally accepted practices in the field of leadership coaching and consulting, and to the Code of Ethics of the International Coach Federation.
- The Client’s recoverable damages from the Company shall be limited to actual direct damages and shall in no case exceed the total amount of fees actually paid to the Company in the year in which the claim arises.
- The Client shall indemnify and hold harmless the Company, its officers, directors, employees and subcontractors (collectively, the Company) against all damages, liabilities or costs including reasonable legal fees and defense costs, arising directly out of the performance of any Services under this Agreement, excepting only those damages, liabilities or costs attributable to the negligent acts or negligent failure to act by the Company.
- Risk of Loss
- All work product(s) delivered to the Client by the Company shall become the responsibility of the Client to protect from loss, damage or destruction. The replacement of any such work lost, damaged or destroyed following its delivery to the Client shall be at the sole expense of the Client.
All information provided to the Company by the Client shall be copies and the Client shall remain responsible for loss, damage or destruction of such information.
- Client Responsibilities & Additional Charges
The Fees listed in the quote assume that the Company will be able to perform the scope of Services in a continuous and efficient manner. In the event that the Client fails to fulfill its responsibilities described in this Agreement and its attached Schedules, in a proper and timely manner, and this failure causes additional costs to Company, the Company shall provide the Client with a written specification of the additional costs. Upon receipt of an invoice the Client shall then pay said costs to the Company.
- Subject to the terms of the consulting contract, the Company may invoice the Client for additional charges or costs incurred due to untimely cancellation or failure to attend any event scheduled between the Company and Client Contact, including but not limited to meetings, teleconferences, coaching sessions, and workshops.
- Provided that the Client has provided the Company with notice in accordance with the terms of this Agreement and its attached Schedules, the Client may cancel or reschedule a scheduled Service without additional charges and shall receive from the Company a credit equal in value to the cancelled Service that may be applied towards any Service offered by the Company. A minimum of 24 hours advanced notice is required.
The Company shall not publicize the subject-matter of this Agreement, however the Company, may list the Client as one of its customers in its publicity material with the Client’s express consent.
- Commencement & Termination
- This Agreement shall take effect on the date it is signed by the Client and shall remain in effect until terminated.
- This Agreement may be terminated as follows:
- Upon agreement of the Parties in writing; or
- If all Services agreed upon have been provided and paid for in accordance with the terms of this Agreement and its attached Schedules, upon either Party giving notice to the other.
- Clauses Surviving Termination
Any liability, indemnification, ownership, confidentiality and publicity clause in this agreement shall survive any termination of this agreement.
- Applicable law
This agreement shall be governed by and interpreted according to the laws of the Province of Nova Scotia.
- Entire Agreement
This Agreement, along with its Attached Schedules, quotes, any subsequent Consulting Contracts entered into by the Parties, and lists of standard rates delivered to the Client, constitutes the entire agreement between the parties and supersedes all previous discussions, representations or undertakings, whether oral or written. Any amendments must be agreed to by the Client and the Company in writing. An agreement in writing to amend or modify this Agreement, scope of Services, fees or any other term of this Agreement may be made via an email exchange between the Company and the Client clearly evidencing such agreement.
Headings have been included for convenience and ease of reference only and are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.
If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
- Plain English
This Agreement is intended to be written in plain English. When words or expressions of a general nature are employed herein, it is intended that they be comprehensive, unless the context clearly dictates otherwise.
This Agreement will enure to the benefit of and will be binding upon the Parties hereto and their respective heirs, executors, administrators and assigns.
Neither party may assign this Agreement or any Consulting Contract without the written consent of the other. Any attempt by a party to this Agreement to assign this Agreement or any Consulting Contract without the written consent of the other party may be deemed notice of termination of this Agreement, effective on the date of assignment, by the other party.