Services Agreement

[last updated August 2019]

This is the agreement we use for delivering our services and to define our working relationship with you.

 

This agreement includes Schedule 1 Overview and Schedule 2 Terms and Conditions. You will have been provided with a copy of Schedule 1 at the time of engaging our services.

 

 

Any reference to the Service Provider, Libby O, us or similar reference means Libby O ABN 76 452 912 110 of PO Box 533, Alice Springs NT 0871, email hello@libbyo.com.au and phone +61 413 992 378.

 

 

Any reference to the Client, means you, the organisation or individual engaging our Services.

 

 

You should refer back to your copy of Schedule 1 for further references through the following terms.

 

 

If there is any part of this agreement you do not understand, please let us know before agreeing to these terms.

 

 

Schedule 2 – Terms and Conditions

 

 

  1. Definitions
    • Where words are given a meaning in the schedule, they have the same meaning in these terms and conditions.
    • Confidential information means information about the business practices and relationships of Libby O and/or the client (as the context permits) and includes all information that is expressly or impliedly nominated as confidential, or that a reasonable person would consider to be confidential, however recorded.
    • Session means a course, coaching session, facilitated session or webinar delivered or to be delivered as part of the Services, as the context required. This might be a single session or part of a group of sessions as the context requires.
  2. Term
    • This agreement commences on the start date and runs for the period we are supplying the Services.
  3. What we can do for you
    • The services you have asked us to provide are detailed in the schedule.
    • Management Courses
      • We deliver face to face practical training specifically designed to tackle the real-world issues in your workplace.
      • We have a library of courses built from our experience to cover all contemporary business issues or can tailor delivery to fit your specific business needs. For tailored delivery, we will request preparatory materials from you to be received no later than 10 business days prior to the first date of course delivery. If materials are not received, we will deliver a course from our library.
      • Courses are delivered at your venue and available for up to 30 participants on each occasion, unless otherwise agreed.
      • Courses are invoiced per participant enrolled, regardless of attendance on the day. Substitutions are accepted on the day.
    • Corporate Coaching and/or Facilitation
      • We provide group or individual coaching and facilitation to assist participants to gain perspective and uncover the solutions that can help them make a real impact as a manager.
      • Individual coaching may be provided by electronic means. Group coaching or facilitation is provided face to face at your venue or by electronic means. Some coaching may also be available in webinar format.
      • The extent and content of coaching or facilitated sessions will depend upon your business needs.
      • Coaching is provided on a confidential basis and specifics of sessions will not be discussed. Where requested, we may provide a general report on progress after every third session.
      • Where coaching is provided to individuals, we will work with the individual to identify their needs and goals and structure coaching accordingly.
      • For group coaching or facilitation, we request your guidance on what goals you aim to achieve and structure the training toward those goals. We prefer to receive your guidance at least 10 business days prior to first date of delivery of group coaching. If we don’t hear from you, we will prepare for group sessions based upon the information we have to hand.
    • We have access to third party resources. Where we determine that it would be appropriate to use other licenced resources to support coaching sessions, we will recommend use of those materials and additional costs may apply.
    • Where the services we offer don’t seem to be exactly what you are looking for, we are happy to work with you to develop a program that suits your business.
    • We may recommend you extend the number of sessions purchased so that the business is able to ensure that key objectives are achieved.
    • We may suggest participants view a variety of offline or online resources as part of our coaching delivery. It is the participant’s responsibility to make a note of those resources, we won’t necessarily send them to you.
    • The aim of our services is to have participants leave with solutions they have designed, that work for their team or themselves as individuals, and can be implemented within the business immediately.
  4. What Libby O agrees:
    • Libby O will:
      • Provide the Services in a competent and professional manner.
      • Let you know of tasks required to be completed to ensure seamless delivery of services.
      • Provide you with as much notice as possible if a session time or date needs to be moved.
      • Deliver services on a confidential basis. The content of individual or group coaching sessions will not be discussed with anyone other than the relevant person involved. General reports on progress may be provided after every third session if requested.
  1. What is expected from the client?
    • The client agrees to:
      • Be responsible for their own internal scheduling to ensure they obtain the maximum benefit of the Services. This includes being available for scheduled sessions, suppling any requested information at least 10 business days prior to a scheduled session (or such other time period as may be specified by Libby O) and completing any set tasks prior to the session (if applicable).
      • Pay the fees of Libby O on time and in full.
    • Attend all agreed session times and dates or give at least the amount of notice set out in clause 3 if it is necessary to reschedule a session.
    • Immediately tell Libby O about any information (existing or new) that could have an impact on the success of the session so that rapid action can be considered.
  2. Deemed acceptance
    • If you are to supply guidance for topics, themes or content direction for a session, you must provide this at least 10 business days prior to the scheduled session (this time frame may be shortened for shorter sessions however we will let you know if this is the case, otherwise work on 10 business days). Libby O requires this amount of time to adequately prepare for the session. If you do not supply this information, Libby O may, at our discretion, set the agenda for the session on your behalf.
    • If material is provided to you for approval or feedback at any stage and your approval or feedback is not given within 5 business days, it will be deemed that you have approved the material as presented and do not require any changes.
  3. Fees and payment
    • The Fee for providing the services is set out in the schedule.
    • Fees are invoiced in part or in full prior to delivery in order to secure our time for delivery.
    • You must pay the Fee (or each part of it) in accordance with the terms set out in our invoice. Payment is accepted by direct deposit within 7 days of the date of invoice. Credit card fees may be passed on to you at our discretion.
    • If the Fee shown indicates there is a minimum number of sessions or participants, this means by signing this agreement you are agreeing to pay for all of those sessions or participants, whether or not the participant/s attend all sessions.
    • Our proposed timeframe for delivery is set out in the schedule as the term. This is an indication of the amount of time Libby O expects it will take to deliver the session(s) (eg. 1 session per month over 6 months or a single date for a single event). The actual term may be shorter or longer depending on circumstances that arise during our interaction with you.
    • If the client is in arrears with payment of amounts due under this agreement, the services may be suspended until all fees are paid up to date. Libby O will not be responsible for any delays caused in this scenario.
    • Interest may be charged on any overdue payment, accruing daily from the date when payment becomes due, until the date of payment, at a rate of 8% per annum (and such interest may compound monthly) after as well as before any judgment.
    • If any payment is dishonoured for any reason the client may be liable for any dishonour fees incurred by Libby O. If money remains unpaid the client may be liable for any costs and disbursements incurred by Libby O in pursuing the debt (including legal costs and debt collection costs).
  4. Disclaimer
    • While Libby O will use reasonable skill and care in delivering the services, no warranty or guarantee is given that delivery of the services will result in any business or economic benefit to the client.
    • Libby O is not liable for loss, damage or harm suffered by any person from following any training programs, coaching, ideas or content developed as part of the session(s).
    • Coaching is a wonderful opportunity for growth however Libby O cannot do the work for participants.
      • You understand that it may take some participants a greater commitment of time and effort than others to implement suggested changes or ideas, and that varied results may arise based on the individuals starting point, flexibility to change and emotional intelligence.
      • You understand that participants may require your additional support with to provision of time during work hours to attend to actions arising from coaching sessions or may require additional sessions to those originally scheduled in order to achieve the desired results.
  1. Confidentiality
    • Where confidential information is disclosed by Libby O to the participant/s during the session(s), it is done so for the personal or business benefit of the participant/s, and the participant agrees not to disclose that confidential information to any other person or entity.
    • Some of the information the client or a participant provides to Libby O will be information that is clearly important and confidential to the client’s business or to the participant individually. Libby O will only use that information to provide the services and will not share specific information from a participant’s session with their employer. Where requested by a client who is not the participant, we may provide a general report on progress to the client after every third session.
    • These obligations of confidence will cease to apply in relation to information that any party is required to disclose by any law, or which becomes part of the public domain (other than as the result of a breach by the disclosing party of its obligations under this agreement).
  2. Promotion
    • Unless otherwise advised in writing, the client consents to Libby O’s use of the client’s name, photographs taken in group sessions, business name and logo, and any testimonial provided by the client to Libby O for the ongoing promotion of Libby O’s services.
  3. Intellectual Property Rights
    • Intellectual property rights and moral rights have the meaning given under the Australian Copyright Act 1968.
    • Libby O retains the intellectual property rights in any materials, content, programs, videos or images that she has created and provided to the client during the session(s) (‘intellectual property’).
    • You must not use, communicate, copy, display, distribute, modify, translate, reformat, incorporate into other works, promote, create derivative works, or in any way exploit or allow others to exploit our intellectual property in whole or in part, except as expressly authorised by us.
  4. Third party services
    • If Libby O makes any third-party recommendations (including, but not limited to, third party products, programs or licenses) (‘third party-services’), she does so because to the best of its knowledge they are professional and successful service providers. The client is still required to do all due diligence to protect itself and its business.
    • If you enter into an agreement with third-party services because of Libby O’s recommendation, it is still your responsibility to understand and negotiate your own agreement with them and to abide by their terms and conditions.
    • Libby O will not in any way be liable for or responsible for your use of third-party services or loss or damage you or any other person suffers due to the use of the third-party services.
  5. Limitation of Liability
    • To the fullest extent permitted by law, and without limiting the application of the Australian Consumer Law, the client agrees:
      • The total aggregate liability to Libby O for any claim(s) by the client in respect of any service Libby O provides to the client is limited to the amount actually paid by the client to Libby O in the 6-month period prior to the date of the latest claim.
      • If there is any fault in the services, Libby O’s liability will be limited (at her choice) to:
        • the supplying of the services again; or
        • the repair of any fault in the services caused by Libby O.
      • This limitation of liability survives any termination or expiration of this agreement, or the client’s use of Libby O’s services.
  1. General
    • Privacy – Any personal information collected by Libby O in the course of providing services will only be used to provide services to the client and for no other purpose.
    • Relationship – Libby O is providing services to you as an independent contractor and nothing in this agreement should be interpreted to suggest otherwise.
    • Assignment – The services are personal to you and this agreement, and the services provided under it, cannot be assigned to any other person.
    • No Waiver – Any time or other indulgence granted by us will not in any way amount to a waiver of any of our rights or remedies under this agreement.
    • Governing law – This agreement is governed by the laws of Alice Springs, Australia, and you agree to be subject to the jurisdiction of the courts of Alice Springs, Australia if there was a serious dispute between you and us.
    • Severability – If any of these terms and conditions are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions will continue in effect.
    • Entire agreement – Whatever ends up in this agreement including the schedules is the agreement between us and anything else discussed beforehand or afterward is not part of the agreement or fees charged unless it was included.
    • The parties agree this agreement may be signed electronically and a typed name or signature will be accepted and binding to the same extent as a hand-written signature, or email confirmation of acceptance. The agreement does not have to be signed and these terms and conditions will apply and have effect from the time you ask us to provide the Services to you, whether or not this agreement has been signed.

End.