Terms and Conditions

These terms and conditions apply to the coaching and training services offered by Win-Win Matters Pty Ltd trading as TLC Leadership Group (“TLC”, also referred to as “we” or “us”). By engaging TLC to deliver coaching and training services, you agree to be bound by these terms and conditions. 

• Definitions

1. 1. Business Day means a day other than a Saturday or Sunday or any other day that is a public holiday in South Australia.
   2. Coach means the person assigned by TLC to provide the Coaching Services to you, as detailed in the Proposal, or otherwise notified to you in writing by TLC from time to time.
   3. Facilitator means the person assigned by TLC to provide the Facilitation and/or Leadership Development Services to you, as detailed in the Proposal, or otherwise notified to you in writing by TLC from time to time.
   4. Services means coaching, leadership development training or facilitation sessions provided by TLC to you under this agreement, as described in the Proposal.
   5. Confidential Information means all information of a confidential nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or to which the other party is exposed as a result of entering into this agreement and includes, without limitation, any information and material concerning the contractual or commercial dealings, financial details, products or services (current or proposed), customers, employees, internal policy, intellectual property or other proprietary information or material of a party or dealings under this agreement, but does not include information or material which is or becomes known by or generally available to the public.

• Services

1. 1. The Services will be performed under this agreement in a competent and professional manner by skilled personnel. 
   2. If any Coach or Facilitator is specifically referenced in the Proposal, TLC will make reasonable efforts to endeavour to ensure that the Coach is available to carry out the Services during the Services Term.
   3. Notwithstanding clause 2.1, TLC has the right to replace or substitute any Coach at any time. TLC will consult with you on any proposed change of Coach but the decision to replace or substitute the Coach is at TLC’s discretion.
   4. The Services will be delivered online, unless agreed otherwise.
   5. You acknowledge and agree that:
      1. You are at all times responsible for your own progress, decisions, actions and results, and TLC does not warrant or guarantee any specific outcomes from the Services;
      2. Services are not to be used as a substitute for professional advice by legal, medical, financial or other qualified professionals, and you will seek independent professional guidance for any such matters.
   6. Services are to be fully utilised within the Services Term identified in the Proposal. Any unused Services remaining at the end of the Services Term will expire and cannot be redeemed after the Expiry Date, unless otherwise agreed in writing. 
   7. You are responsible for booking Services with the Coach at a mutually agreed time and date via TLC’s calendar booking system. TLC will endeavour to meet your requests for any specific date or time, but requesting a specific time and date does not guarantee availability.
   8. You agree that:
      1. You will provide at least 48 hours’ notice should you need to cancel or reschedule any Services;
      2.  Rescheduled Services must be arranged within the Services Term, in accordance with clauses 2.6 and 2.7; and 
      3. clause 3.10 applies in relation to any rescheduled Services. 

• Payment

1. 1. You agree to pay the Fees as set out in the Proposal, on the following basis:
      1. Payment of the Fees in full upfront; or
      2. Payment of the Fees by instalments; or 
      3. An initial, non-refundable payment comprising 50% of the total Fees payable (Initial Payment), with the remaining Fees balance (Balance Payment) payable on the dates specified in the Proposal ( Balance Payment Date).is due on the Balance Payment Date.
      4. Unless otherwise agreed in writing:
      5. Any Initial Payment is due on the commencement date specified in the Proposal; and
      6. Any balance Payment is due on the Balance Payment Date specified in the Proposal.
   2. You acknowledge that program dates will not be secured and no preparatory work in relation to the Services will be undertaken by TLC prior to you making the Initial Payment.
   3. You also agree to pay any travel, accommodation, or additional expenses (Expenses) which are identified in the proposal or otherwise agreed in writing, which will be invoiced to you separately where applicable..
   4. Invoices issued by TLC are due and payable on receipt and in any event within 14 calendar days of delivery, unless otherwise agreed in writing.
   5. If an invoice remains unpaid for 14 Business Days after the date of issue, TLC may charge you interest on any unpaid sum at a rate not exceeding the Cash Rate Target (as fixed by the Reserve Bank of Australia) as at the date of issue of the invoice, plus 2 per cent. 
   6. Late payments may also result in the suspension or termination of Services, at TLC’s discretion.
   7. Where applicable, GST payable on TLC’s Fees and expenses will be clearly shown on TLC’s tax invoice, and you agree to pay TLC an amount equivalent to any GST or other government levy imposed on TLC’s Fees and charges.
   8. Payment can be made via any of the methods identified by TLC [in the Proposal] or as otherwise notified to you in writing.
   9. All Fees and invoiced sums paid by you are non-refundable unless otherwise agreed in writing. Refunds will only be provided at TLC’s sole discretion, and will not be available in the event of your failure or inability to:
      1. attend all Services within the Services Term;
      2. secure a specific time or date for Services;
      3. secure a specific Coach for delivery of the Services;
      4. attend Services for personal reasons, including illness.

• Termination

1. 1. This agreement will commence on the Start Date identified in The Proposal and continue until the Expiry Date identified in the Proposal, unless terminated earlier in accordance with this clause.
   2. Either party may terminate this agreement for any reason or without providing a reason, by giving the other party not less than 30 Business Days’ written notice [Termination Notice].
   3. TLC may terminate this agreement with immediate effect by giving written notice to you if:
      1. you breach any material condition of this agreement and either the breach is not capable of remedy or where the breach is capable of remedy, you fail to remedy the breach within 7 Business Days of delivery of written notice by TLC describing the breach and calling for it to be remedied;
      2. you become subject to any form of insolvency, administration or bankruptcy.
   4. You acknowledge and agree that: 
      1. your payment of TLC’s Fees in accordance with clause 3 is a material condition of this agreement; and
      2. termination does not affect your obligations to pay for Services up to and including the date of termination; and
      3. in the event of termination, and to the extent permissible by law, it is at TLC’s sole discretion whether to refund any Fees paid by you for any Services which remain unused as at the date of termination.
   5. The terms of this agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind the parties. For the avoidance of doubt this includes clauses 2.5, 3, 4.4, 5, 6, 7.2, 7.3, 8.1 and 8.2.

• Limitation of Liability

1. 1. To the extent permissible by law, TLC will not be liable for any loss or damage including loss of opportunity or damage suffered by any person which in any way relates to the Services or any actions taken by you or any other person as a result of the Services.
   2. Without limiting the application of the Australian Consumer Law, you agree that:
      1. TLC’s liability for any breach of this agreement will be limited (at TLC’s sole choice) to the supplying of the goods or services to you again; the replacement of the goods; or the payment of the cost of having the goods or services supplied to you again; and
      2. TLC’s total aggregate liability for any claim(s) relating to this agreement and/or the Services will be limited to the amount paid by you for the Services.
   3. You agree to release, indemnify and hold harmless TLC and any Coach involved in the delivery of Services against any loss or damage suffered by you or any person arising from your breach of these terms and conditions. 

• Intellectual property

1. 1. TLC holds and retains all copyright, trade mark and other intellectual property rights in everything developed by TLC either before, during, or after the delivery of Services, including, without limitation, any documents, reports or know-how.
   2. Access to TLC’s Services and any courses, classes, program materials or other deliverables or any of TLC’s Intellectual Property involved in the delivery of the Services is provided for your personal and non-commercial use only and does not give rise to any ownership rights by you. 
   3. TLC’s Services and associated materials may not be used by you for any purpose other than that expressly identified in this agreement, and you are prohibited from sharing, distributing, reselling (in part or in full), or using TLC’s Intellectual Property in any other way, including but not limited to developing your own programs or services, without TLC’s prior written permission. 

• Confidentiality and Privacy

1. 1. You acknowledge and agree that any conversations between you and TLC and/or the Coach in connection with the Services will constitute and contain Confidential Information. 
   2. Each party: 
      1. agrees to keep Confidential Information obtained under this agreement confidential; and 
      2. is prohibited from disclosing any Confidential Information of the other party to any person without the prior written approval of the other party.
   3. Notwithstanding clause 7.2: 
      1. TLC may disclose Confidential Information relating to the Services to its employees, agents and contractors who have a need to know and are aware that the Confidential Information must be kept Confidential; and
      2. Neither party will be taken to have breached their obligations in connection with Confidential Information where the information:
         1. is legally required to be disclosed;
         2. is or becomes public knowledge other than by reason of a party’s breach of this or any other agreement or any duty of confidentiality between the parties;
         3. has been independently developed or acquired or is otherwise in the possession of the receiving party by reason other than as a result of a breach of this or any other agreement or any duty of confidentiality between the parties.
   4. We are committed to protecting your personal information in accordance with our obligations under applicable privacy laws and in accordance with our Privacy Policy.

• Dispute Resolution

1. 1. The parties agree not to initiate legal proceedings in relation to a dispute arising under this agreement unless they have first: 
      1. notified the other party of the dispute in writing (Dispute Notice); and
      2. tried in good faith, and failed, to resolve the dispute by negotiation within 30 Business Days of receipt of the Dispute Notice.
   2. The parties agree to continue to perform their respective obligations under this agreement where a dispute exists and during any attempt to resolve any dispute in accordance with this clause.
   3. Nothing in this clause shall be construed to prevent the parties from seeking urgent interlocutory relief. 

• General

1. 1. 1. Relationship – the Services are provided to you under this agreement by TLC as an independent contractor, and nothing in this agreement gives rise to any other relationship between TLC and you.
      2. No assignment – this agreement and the Services are personal to you and cannot be assigned to any other person without TLC’s prior written permission.
      3. No waiver – No failure or delay by either party to exercise any right or require performance of any obligation under this agreement will constitute a waiver of that or any other right or obligation. No term or condition of this agreement shall be deemed to have been waived, unless that waiver is notified to the other party in writing. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived, and does not constitute a waiver of any term or condition for the future or as to any act other than that specifically waived. 
      4. Governing Law – this agreement is governed by the laws of South Australia.

• Notices

1. 1. 1. Notices must be provided in writing and delivered or sent by post or email to the contact details identified in the Proposal, or such other contact details as notified in writing.
      2. Notices will be deemed to have been received by the party to whom the notice has been sent:
         1. if delivered, when it is left at the relevant address;
         2. if sent by post, 3 Business Days after it has been posted;
         3. if sent by email, either when the sender receives a receipt notification if requested, or in any other case, 24 hours after the email is sent if no bounce or failure delivery report is received by the sender. 
   2. Severability – if any of these terms and conditions are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be severed, and the remainder of the terms and conditions will continue in effect.
   3. Entire agreement –  these terms and conditions are to be read together with our website terms and conditions and any other written service agreement between us and you, and taken together these documents form our entire agreement with you, with these terms and conditions prevailing in the event of any inconsistency.