Coaching Agreement

COACHING AGREEMENT

This Coaching Agreement is entered into between you and People and Purpose P&C PTY LTD — ABN 70 679 640 781. By clicking the accept link at the bottom of this page and proceeding with payment in the next payment page, you irrevocably and unconditionally agree to the terms and conditions herein.

RECITALS

The Company has a successful history in providing human resources services.
The Company offers coaching services to assist applicants in being successful in finding new employment or bettering their professional profile (Services). The Services are informative in nature and do not guarantee you employment in any given field.
The aim of the Services is to coach, teach and otherwise assist you in seeking employment.
The Company takes absolutely no responsibility whatsoever for your failure to secure adequate employment following provision of the Services.
The terms of the Services provided by the Company are provided herein.

OPERATIVE PART

The parties agree that the Services shall be provided as set forth in this Agreement:

1. DEFINITIONS

Agreement means this coaching agreement.
Confidential Information means all materials provided by a party to the other party, knowledge or information regarding business transactions, affairs, property, policies, processes or activities of a party, its employees, members, students, its committees and subcommittees (including aspects of their performance), facilitators, speakers or prospective facilitators or speakers that is of a confidential nature and treated by a party as such.
Company means People and Purpose P&C PTY LTD — ABN 70 679 640 781.
Intellectual Property Rights means all industrial and intellectual property rights of whatever nature throughout the world conferred under statute, common law or equity:
(a) whether existing now or at any time in the future;
(b) whether or not registered or registrable, and including the right to apply for or renew the registration of such rights; and
(c) including rights in respect of or in connection with copyright, inventions (including patents), formulae, databases, business processes and methods, circuit layouts, plant varieties, trade marks, service marks, trading names (including both business and company names), domain names, designs, confidential information, trade secrets and know-how and similar industrial and intellectual property rights.
Licence means a licence provided by the Company to you to allow you access to a Module.
Module means an online course provided by the Completion in the provision of the Services.
Order means the order placed by you for the Services.
Personal Information means personal information as defined in the Privacy and Personal Information Protection Act 1998 (NSW) and health information as defined in the Health Records and Information Privacy Act 2002 (NSW).
Privacy Laws includes the Health Records and Information Privacy Act 2002 (NSW) and Privacy and Personal Information Protection Act 1998 (NSW).
Services has the same as described in Recital B.
you is a reference to the person making the Order.

2. SCOPE OF THE SERVICES

The Company agrees to deliver the Services to you, as requested by you in the Order.
The Services include the Module(s).
By proceeding with payment for the Services, you agree to bound by the terms of this Agreement and this Agreement shall govern the terms and conditions upon which the Company provides the Services.

Services & Modules

The Company shall develop and deliver the Services together with the Modules to you in accordance with any Order you make.
You will be granted a Licence to use the Modules.
Each Licence is valid for you only and is not transferable or transmissible in any way.
The Licence is valid up to the completion of the Services or as otherwise agreed by the Company.
The online material developed as part of the Modules remains the property of the Company, and you agree to be strictly bound by the clauses described below.

The Company’s Responsibility

The Company shall assign a qualified and experienced coach to provide the Services to you.
The Company shall deliver the Services to you to the best of its ability.

3. CONFIDENTIALITY AND PRIVACY

Each party shall keep safe, and shall not divulge, either directly or indirectly, to any person, Confidential Information acquired during provision of the Services, including information contained in any work submitted or created by you.
Each party agrees that it shall not, without the disclosing party’s prior written consent, disclose any Confidential Information to any person or entity other than to its employees, independent contractors or agents for the sole purpose of carrying out the party’s obligations.
Clauses 3.4 to 3.5 apply to all Personal Information which the Company receives from you (for any reason, and whether directly or indirectly) or which the Company receives, creates or holds in connection with this Agreement.
The Company shall:
(a) handle Personal Information in accordance with all privacy principles which govern, or would govern, the handling of such information by the Company, including, without limitation, the Privacy Laws;
(b) handle Personal Information in accordance with any reasonable and lawful direction given by the Company; and
(c) comply with all applicable guidelines, determinations or recommendations made by a relevant authority or any other regulatory body that administers the applicable privacy principles.
Where it is necessary for the Company to disclose any Personal Information to any third party in the provision of the Services, the Company will ensure that such third party is subject to enforceable obligations requiring the third party to comply with the obligations on the Company under this clause as if the third party were the Company and to enforce those obligations against the third party in accordance with such reasonable directions as you may give.
If any material belonging to a third party is provided during the Services, the party supplying that material shall make known any conditions attached to the use of such material.
Any and all feedback regarding the Services is to be treated as confidential by the Company and you.
The parties agree that the confidentiality obligations contained in this clause 3 shall survive the expiration or termination of this Agreement and the parties shall continue to be bound by the confidentiality obligations following such expiration or termination.
This clause 3 survives termination of the Agreement.

4. WARRANTIES

Each party covenants, warrants and represents that it shall comply with all laws (including Privacy Laws), regulations, industry codes of practice and other legal standards applicable during provision of the Services.
The Company’s Warranties — The Company represents and warrants that:
(a) it possesses the necessary expertise, knowledge, experience and qualifications to enable full and proper performance of the Services in accordance with all applicable laws, rules, regulations and industry codes of practice; and
(b) any materials provided by the Training Organisation to the Company during provision of the Services will not infringe or otherwise breach any third party rights.
Your Warranties —
(a) You represent and warrant to the Company that you have provided all information necessary for the Company to adequately prepare and execute the Services.
(b) You represent and warrant to the Company that you have read this Agreement and have had the opportunity to obtain independent advice as to its terms.
(c) You represent and warrant to the Company that you agree to be strictly bound by the terms of this Agreement.
This clause 4 survives termination of the Agreement.

5. INTELLECTUAL PROPERTY

All Intellectual Property Rights relating to all materials produced by the Company in connection with the delivery of the Services shall vest on the following terms:
(a) The Company has all rights, title and interest in any and all Intellectual Property Rights in any material of any nature that is created or developed in the course of, or in connection with the delivery of the Services to you.
(b) You, without the express written authority of the Company shall not, reproduce, alter or communicate to the public, any material created or developed in the course of, or in connection with, delivery of the Services.
This clause 5 survives termination of the Agreement.

6. LIMITATION OF LIABILITY

Exclusion of certain damages — In provision of the Services, the Company shall not be liable to you for:
(a) any consequential, incidental, indirect, special, punitive or exemplary damages of any kind;
(b) damages for loss of use, loss of business, loss of profits or revenue or loss of business information or other data; or
(c) claims against a party by any third party arising in connection with this Agreement whether arising in law or in equity, in contract, tort, statutory duty or any other form of action, and whether or not the other party has been advised of the possibility of such damage or whether such exclusion causes any remedy to fail of its essential purposes.
Limitation of liability — The parties agree that the total liability of the Company for damages under this Agreement will be limited to direct damages and shall not exceed the amount paid for by you for the Services.
This clause 6 survives termination of the Agreement.

7. DISCLAIMERS

The Company acknowledges that you rely on its skills, knowledge and expertise and hereby warrants that it shall use its best efforts in delivering the Services to the reasonable satisfaction of you.
The Company acknowledges that you requires the Services be delivered by appropriately qualified and experienced personnel with associated interests and expertise in provision of the Services.
Notwithstanding the foregoing, the Company disclaims any liability for the accuracy, reliability or completeness of any opinions, views or recommendations expressed throughout the performance of their duties hereunder, provided that it has exercised the due care and skill expected of a professional in the industry to verify the accuracy of the information provided to the Company during provision of the Services.
The Company does not warrant to you that completion of the Services will guarantee you employment in any given field. The Company has absolutely no responsibility for your future endeavours after provision of the Services.
This clause 7 survives termination of the Agreement.

8. NO PARTNERSHIP

Nothing in this Agreement constitutes any relationship of employer and employee, principal and agent, joint venture or partnership between the Company and you.

9. POSTPONEMENT OR CANCELLATION OF THE SERVICES

If, for any reason whatever, the Company requires the Services to be postponed or cancelled, the Company shall provide you with written notice at least thirty (30) days prior to the postponement or cancellation.
In the event of postponement of the Services, the parties shall work together in good faith to arrange an alternate date for delivery of the Services.

10. EXPIRATION / TERMINATION

This Agreement shall terminate following completion of provision of the Services by the Training Organisation.
The Company shall have the right to immediately terminate this Agreement in the event of breach or default of any term or obligation under this Agreement by the other party which is not remedied within seven (7) days’ written notice, or if you become bankrupt or insolvent.
This Agreement may also be terminated without cause by the Company provided that thirty (30) days written notice is provided.
Any right, claim or remedy that the Company may have against you in respect of termination or expiration of this Agreement or any prior or existing breach of this Agreement will remain intact and will not be cancelled or prejudiced by the termination or expiration of this Agreement.

11. AMENDMENTS

This Agreement may be modified at any time, unilaterally by the Company.

12. SEVERABILITY

Any clause which is found to be unenforceable, illegal or invalid to be severed from this Agreement and the remaining clauses shall remain in force.

13. GOVERNING LAW

This Agreement shall be governed by and construed under the laws of New South Wales, Australia.

14. CONTRA PROFERENTEM

The contra proferentem rule and other rules of construction will not apply to disadvantage a party, whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.