Terms of engagement / Terms & Conditions

1.                           Application

These terms of engagement (Our Standard Terms) apply to all work performed by Madeline Ann Chacos t/as Madi Banson Coaching ABN 99 116 858 645 (us, our, we etc) from 1 November 2022.

2.                           Fees & Billing

2.1                        All online courses & Masterclasses are charged as per the advertised price. All Private Coaching & Mentoring containers are charged as per the advertised price unless otherwise agreed by Madi Banson Coaching.

2.2 Payment plans may be offered at the discretion of Madi Banson Coaching.

2.3 In order to access any service offered by Madi Banson Coaching, you are required to pay in full or the first instalment (minimum) of an agreed payment plan.

2.4 We will provide you with a written quote (Quote) for business services & workshops. Our Quote will:

(a)         describe in general terms the services we will provide (Scope of Work);

(b)         where applicable, stipulate the period of our engagement;

(c)         disclose the fees we will charge for the Scope of Work, and the times for payment; and

(d)         disclose our current hourly rate for additional services (AS Rate).

2.5                        From time to time, you may ask us to, or we may determine that it is necessary that we, provide services that are outside the Scope of Work (Additional Services). You agree that we should receive fair and reasonable payment for all Additional Services we provide. We will use our best endeavours to discuss any additional charges with you in advance and issue a new or revised Quote. Sometimes, however, this might not be practical (for example, in situations of urgency not of our making). Subject to any new or revised Quote we issue, you agree that it is fair and reasonable for us to charge for all Additional Services at the AS Rate.

2.6                        Subject to our Quote, we may, at our discretion, elect to bill you in the following ways:

(a)         progressively invoicing you at intervals of 14 days or more;

(b)         issuing a single invoice at the conclusion of our services; or

(c)         issuing a single invoice prior to the commencement of our services.

2.7                       Unless we otherwise agree in writing, all invoices are due and payable no later than 7 days after the date of the invoice.

2.8                        You must pay us electronically via the options provided; we do not accept cash or cheques. If we agree to accept payment by credit card you agree that we may impose a surcharge referrable to any fees and charges imposed on us by third parties.

2.9                      We reserve our right to charge interest on any amounts not paid to us when due. Interest will accrue at the rate of 15% per annum and calculated daily based on a 365 day year.

2.10                     We also reserve the right to recover from you in full all costs and expenses we incur with others if you do not pay us in full or on time or otherwise breach Our Standard Terms (for example, legal fees and debt collection costs), except to the extent to which we may claim input tax credits.

3.                           Third Party providers

3.1                        Normally, you will be responsible for engaging all third parties associated with our work (for example, graphic designers, web developers, advertising agencies, publications etc) and paying all related charges directly to those third parties.

3.2                        If we agree to engage or pay third parties on your behalf, we will do so as your agent. In this case you must indemnify us from and against all liabilities we incur with those third parties and or immediately reimburse to us on request the full amount of all liabilities we incur on your behalf.

4.                           Suspension

4.1                        You agree that we may, at our discretion, suspend provision of our services in circumstances where you:

(a)         fail to pay an us in full or on time;

(b) do not adhere to a payment plan that has been agreed to - all services, offers and inclusions provided by Madi Banson Coaching will cease until such time as payment has been made and it is agreed the services can continue.

(b)         otherwise breach Our Standard Terms; or

(c)         dispute liability to pay us;

or where we form a view that another issue requires resolution before our service continues.

5.                           Termination

5.1                        You may at any time request that we cease provision of our services.

5.2                        We may, at our discretion, cease provision of our services at any time if you:

(a)         fail to pay us;

(b)         otherwise beach Our Standard Terms;

(c)         dispute liability to pay us; or

(d)         fail to provide to us accurate, truthful, and complete information;

or if:

(e)         a conflict of interest arises which we could not reasonably have foreseen or did not forewarn you about at the time we issued our Quote (for business services) or accepted you as a client;

(f)           we consider our relationship has irretrievably broken down.

5.3                        Except where clause 7.5 or 5.2(e) applies, if you or we terminate this agreement we may charge you in full for:

(a)         all services within the Scope of Work as Quoted, even if some work is incomplete;

(b)         all Additional Services rendered prior to the date of termination including online courses & masterclasses.

Where clause 7.5 or 5.2(e) applies, we will only charge for services provided prior to termination.

5.4                        The right to terminate provision of our services is an extension of our right to suspend services (as per clause 4).

5.5                        You agree that we will not be liable to you in any way for any matter relating to or arising from our decision to terminate our services for any of the reasons listed in clause 5.2.

6.                           Disclaimer (Online courses & Masterclasses; Private Coaching & Mentorship; Workshops; and Business Services)

6.1                        We are not qualified in law, accounting or psychology. We do not provide legal, financial, tax or psychological advice of a kind reserved for professionals in this area. You should consider engaging a solicitor, accountant or psychologist to provide professional advice as required. Sometimes, it may be obvious to us that you should seek professional advice in one or all of these areas. We will tell you if this is the case; however, we do not accept responsibility to decide or advise you when professional legal, accounting, health or psychological advice may be necessary or prudent.

6.2                        All advice and recommendations we make are:

(a)         based on skills and experience gained “on the job” in business, backed by formal qualifications in human resources (Diploma of Human Resources Management) as well as personal knowledge, experience and opinion.

(b)         100% reliant on the accuracy, truthfulness, and completeness of the information you share with us.

6.3                        We make no warranty and give no guarantee that our services are or will be suitable for any particular purpose or for your specific intended purpose or that we will achieve any specific results or outcomes. You must rely entirely on your own enquiries, skill, experience, and expertise in this regard.

6.4                        You agree that:

(a)         You are solely responsible for determining whether our services are suitable for you and by engaging and investing in anything offered by Madi Banson Coaching, you agree you have considered this and are of the required age and legal capacity to enter into a legally binding contract.

(b) Failure to attend live calls (noting replays are made available) or not utilising any offer or service in the way it is intended and as it is available to you, does not entitle you to a refund.

(c) You will not engage with our services in any capacity, including live course & masterclass calls under the influence of alcohol or drugs;

(d) You will not utilise the services to teach, perform or diagnose any physical or mental health concerns in others.

(e) You will be open to receiving advice, recommendations and feedback throughout the duration of your engagement with our services.

(f) your personal and business success, earnings, performance, customer or client load, legal and ethical obligations are your responsibility. It is also your responsibility to implement and integrate advice and recommendations that you deem appropriate;

(g)         it is also your responsibility to decide if and or when to obtain professional legal / accounting / psychological advice and assistance;

(h)         positive personal and business outcomes require effort, commitment, and action by you, not just by us. If you do not put in the effort, do not commit, or do not act appropriately and responsibly, you will not achieve your objectives. We do not accept responsibility for the consequences of any lack of effort or commitment by you, or any failure by you to act appropriately or responsibly.

6.5                        From time to time, we may post testimonials from clients and people with experience of our services on our website and social media. These testimonials are a representation of experience and outcomes and not a guarantee that you will have the same experience or achieve the same or similar outcomes.

7.                           Conflicts of interest

7.1                        Provision of our services to you is not exclusive.

7.2                        There may be occasions where a potential conflict or actual conflict arises.

7.3                        We will endeavour to take practical steps to identify and appropriately manage any potential and actual conflicts, however, sometimes conflicts arise unexpectedly.

7.4                        In most cases, our services can continue without issue.

7.5                        We will advise you in writing if we form a view that an actual conflict of interest has arisen. If you or we feel that it is no longer appropriate for our services to continue you may then act to terminate this agreement under clause 5.1 or we may act to terminate this agreement under clause 5.2(e).

8.                           Legal Risk & Liability

8.1                        We expressly negate all liabilities, conditions, warranties, and guarantees which we may exclude from your dealings with us.

8.2                        We limit any liability we may incur to you for failure to comply with Part 3-2, Division 1 of the Australian Consumer Law to, at our discretion, either:

(a)         supplying the services again; or

(b)         paying the cost of having the services supplied again.

8.3                        We limit our maximum aggregate liability to you in connection with our services to the total amount of all money paid by you to us in relation to the relevant supply.

8.4                        Any amounts paid by us under and the value of any of our services re-supplied by us in connection with clause 8.2 shall count towards calculation of our maximum aggregate liability as described in clause 8.3.

8.5                        Subject to clause 8.2, in no event will we be liable to you for any claim or liability whatsoever, including any consequential loss, even if we have been advised of the possibility or risk of such claim or liability at any time.

8.6                        We may reduce any liability that we may have to you to the extent that:

(a)         you or your affiliates caused or contributed to that liability and/or;

(b)         you are insured in respect of that liability.

8.7                        To the maximum extent permitted by law, you indemnify us and agree to keep us indemnified and hold us harmless from and against all claims, liabilities and consequential losses directly or indirectly relating to your dealings with us except to the extent to which our negligent, reckless, or intentional act or omission caused or contributed to same.

9.   A                        Intellectual Property ( Business Services)

9.1                        Both you and we shall always be and remain free to use, sell, and commercialise our respective pre-existing intellectual property rights, to each other’s absolute exclusion.

9.2                        To the extent that we need to use any material provided by you to complete the provision of our services, you grant to, or must obtain for us the benefit of, a perpetual world-wide, royalty free, licence to use, reproduce, adapt, modify, and communicate that material for all relevant purposes.

9.3                        You warrant that:

(a)         all material you will provide to us for use in connection with the provision of services will not infringe the intellectual property of any person; and

(b)         you have the necessary rights to vest the intellectual property and grant the licence provided in clause 9.2.

9.4                        Unless agreed in writing otherwise:

(a)         we will own all material created or supplied to you by us (Produced Material) for the purposes associated with the provision of our services, including documents prepared while providing our services. For this purpose, ‘created’ means created, modified, adapted, produced, made, developed or similar.

(b)         all rights in all Produced Material (including intellectual property rights) will immediately vest in us on creation, without payment of any compensation; and

(c)         you consent to waive all moral rights in relation to all material.

9.5                        We grant you a non-exclusive licence to use, reproduce, adapt, modify, and communicate Produced Material for the original purpose of creation and all associated reasonable business purposes, provided that:

(a)         you comply with your obligations to us in full and on time; and

(b)         you acknowledge our ownership by notice affixed to every such reproduction, adaptation, modification, and communication.

9. B Intellectual Property (Online Courses, Masterclasses & Offers)

9.1 Online courses, masterclasses & offers contain Intellectual Property owned by Madi Banson Coaching. This includes but is not limited to: logos, images, text, audio & video, copyright, business names, designs & software. Your access to and use of any services, products (digital or otherwise) does not grant or transfer any interest, right or title to you in respect of the above.

9.2 NO COMMERCIAL USE - You must not share, copy, modify, sell, display, reproduce or perform any service, products or Intellectual Property without written consent from Madi Banson Coaching.

10.                        Privacy & confidentiality

10.1                     While providing our services, we will request and/or you may volunteer personal and organisation information such as:

(a)         basic contact information for you, your staff, your customers, and your suppliers (for example names, contact numbers, email addresses, dates of birth etc);

(b)         website and social media credentials;

(c)         financial information and records;

(d)         employee records;

10.2                     We also often discuss sensitive information.

10.3                     We may receive this information in writing or verbally; in person; or remotely such as by email, Voxer, website, or phone.

10.4                     Privacy is important to us. We manage information we receive by using common sense, reasonable access/security controls, and with due regard to our professionalism and other obligations under Australian Law.

10.5                     We will take all reasonable steps to ensure that all personal and or sensitive information we hold is secure from any unauthorised access, misuse, or disclosure. However, we do not guarantee that unauthorised persons (for example, hackers or thieves) cannot access your personal information or that unauthorised disclosures will not occur.

10.6                     All lived examples we use for the purpose of training and points of reference will, except with prior consent, be de-identified.

10.7                     You agree that we may share personal and organisational information with third parties for all purposes necessary or directly associated with provision of our services (for example, sharing website login details with web developers, sharing salary information with recruitment firms etc).

10.8                     You authorise us to:

(a)         publish your plain text name and business images or logos for promotional purposes; and

(b)         for the purposes of responding to client enquiries or to demonstrate our skill and expertise, disclose on a de-identified basis the general nature of the services we provided to you and the general background facts as well as any outcomes.

11.                        Miscellaneous

11.1                     You authorise us to contact you via any of the contact details provided. This may include phone and/or email.

11.2                     You agree to keep us up to date with your physical and electronic address and contact details as well as any payment details. You acknowledge that this is your responsibility.

11.3                     The relationship between you and us will be one of principal (you) and independent contractor (us). Except where we agree to be your agent in relation to the engagement of third parties (as contemplated by clause 3.2), no relationship of agencies will arise between you and us. We also are not your employee or partner.