EngagEment TERMS AND CONDITIONS

This page sets out the standard terms by which Revolutionaries of Wellbeing (ROW) undertakes speaking engagements, workshop presentations or similar services.

This page:

  • Explains what you can expect from ROW, as the Supplier, and what you, as the Customer, agree to when you engage our services.
  • Applies to any current work and to any future work we do for you of a similar nature.

 

IT IS AGREED as follows:-

 

1. INTERPRETATION

Definitions

In this Agreement unless the context otherwise requires:

“Agreement”: means the Proposal and the terms and conditions on this web page (https://rowwellbeing.com/workshop-terms);

“Commencement Date”: means the start date for the Engagement, as set out in the Proposal;

“Confidential Information”: means all information or data disclosed by or on behalf of a Party (in whatever medium including in written, oral, visual or electronic form) including, but not limited to, all business, financial, commercial, technical, operational, organisational, legal, management and marketing information;

“Control”: means the ability alone or with others to require compliance, whether as a result of shareholding, contract or otherwise;

“Customer:” refers to the individual, entity, or organisation specified in the Proposal who is entering into this Agreement for the provision of services by the Supplier;

“Delivery Date:” refers to the specific date(s) agreed upon by both parties for the delivery of services as outlined in the Proposal;

“Engagement”: means the services described in the Proposal;

“Fees”: The Supplier’s Fees (investment) for the Engagement as set out in the Proposal;

“GST”: means goods and services tax;

“Intellectual Property”: means all inventions, patents, models, designs, database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature;

“Parties”: means the Customer and the Supplier collectively, and “Party” means either of them, and their permitted assignees;

“Proposal”: means a Proposal document or Quote for Service, or other such written documentation such as an email;

“Records”: means records or embodiments of Confidential Information (or any further information derived from the Confidential Information) including but not limited to any document, electronic file, note, extract, analysis, model, prototype or other representation or means of recording or recovering information; and

“Supplier”: means ROW Crew Ltd T/A Revolutionaries of Wellbeing (ROW) and its agents.

 

2. TERM

This Agreement will come into effect on the Commencement Date, as in the Proposal, and shall remain in force unless and it is terminated by either Party in accordance with the provisions hereof.

 

3. PROPOSAL

3.1     Every time the Customer engages the Supplier to deliver an Engagement (including but not limited to coaching sessions, facilitated meetings, workshops, presentations and/or seminars), the Supplier will provide the Customer with a Proposal.  The Proposal will outline:

  • the nature of the work and services the Supplier will deliver;
  • the Fees payable for the work;
  • the timeframe for completion of the work.

3.2     Acceptance of this Agreement must be made by the Customer before the Supplier will commence work on the Engagement.

3.3     In the first instance, acceptance of this Agreement can be confirmed by completing the form on this web page (https://rowwellbeing.com/workshop-terms/).

3.4     The Proposal may be provided in digital form (e.g. via an email), in which case a written response from the Customer indicating an intention to proceed with the Proposal shall be deemed to be acceptance of this Agreement. Additionally, the Supplier’s commencement of discussions with the Customer regarding the specific design or execution of the Engagement shall also be construed as acceptance.

3.5    In the event that the Commencement Date has not been expressly specified, it shall be deemed to be the date upon which the Customer indicates an intention to proceed the Proposal (e.g. providing set dates for the Engagement with the expectation the Supplier will attend).

 

4. Service and Conduct

4.1   The Supplier shall exercise reasonable care, skill and diligence, using suitability skilled, experienced and qualified staff.

4.2    The Customer must promptly make decisions (including approvals) and provide the Supplier with all information reasonably required to undertake the Engagement.

4.3    The Engagement will be delivered on the assumption that the Customer and its agents will fulfil their obligations and tasks on time and as stated.

4.4   If, as a result of any act or omission by the Customer or its agents (howsoever caused) which is not directly and wholly caused by the Supplier (including without limitation the provision of any incorrect or inadequate information or data by the Customer), the Supplier is prevented or delayed from performing any of its obligations under this Agreement or the cost of such performance increases, then:

4.4.1    the time for performance of the Supplier’s obligations will be extended for a reasonable period;

4.4.2    the Customer shall pay the Supplier at the Supplier’s standard time and materials rates for any additional time spent and materials used by it with respect to any delays or extra work caused by such act or omission of the Customer; and

4.4.3   the Supplier may recover all other reasonable costs, loss or damage from the Customer which it sustains as a direct result of such act or omission.

 

5. Fees and Expenses

5.1     The Fees payable by the Customer are set out in the Proposal.

5.2     Unless otherwise stated in the Proposal, the Supplier’s Fees do not include GST or general expenses and disbursements, which are payable by the Customer.

5.3     Additional expenses associated with the Engagement (such as printing and photocopying costs or travel and accommodation costs) will be payable by the Customer and will be invoiced accordingly.

5.4   To secure the Delivery Date(s), the Customer is required to provide a non-refundable deposit of 50%, or 100% if the first Delivery Date is within 6 weeks. Upon booking, an invoice will be issued, and payment must be made by the due date to secure the Date. Please be advised that the Delivery Date will be secured only upon receipt of payment by the due date. The Supplier retains the right to suspend or cancel an Engagement and Delivery Date(s) if payment is not received promptly.

5.5     Invoices are payable within 7 days of the date of invoice.

5.6    Late Fees of 4% of the total invoice amount will be applied monthly if payment is not received within 7 days from the due date. Any legal and collection costs incurred in the process of recovering the overdue amount will be the responsibility of the debtor.

5.7    A final invoice will be issued following the Engagement, which will include the balance owing and any disbursements or expenses (as per clause 5.3).

 

6. Cancellations and Changes

The Supplier reserves the right to charge for Engagements cancelled or changed by the Customer.

6.1      As per clause 5.4, deposits paid are non-refundable.

6.2     Cancellations within 30 days of a Delivery Date attract a cancellation fee of 50% of the remaining balance.

6.3     Delivery Date changes requested by the Customer may be accommodated by mutual agreement. However, where the Parties cannot agree on a replacement Delivery Date, the Customer will have been deemed to have cancelled the Engagement. If the Customer cancels a Delivery Date but the Supplier has or will deliver other work as part of the Engagement, then the cancellation shall be limited to that single Delivery Date.

6.4     In the event of a Customer cancellation, the Customer will be liable for the full cost of any expenses incurred by the Supplier for cancellation of travel and accommodation costs.

6.5     Format changes (i.e. between a virtual session and an in-person session) can be made at no charge, except for the expenses and disbursements as mentioned in clause 5.3.

6.6      In the event that the Supplier cancels an Engagement, the full value of the Fee shall be refunded. If the Supplier cancels a Delivery Date but has delivered other work as part of the Engagement, then the value of the refund shall be limited to that single Delivery Date. In the event of cancellation by the Supplier, the Customer’s remedy is limited to the Fee. No other costs will be refunded.

 

7. Intellectual Property

7.1   The following Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property) remains the property of the current owner, regardless of its use in the Engagement:

7.1.1     Intellectual Property that existed prior to the date of this Agreement; and

7.1.2      Intellectual Property that was developed independently of this Agreement.

7.2   Subject to clause 7.1, any new Intellectual Property created by the Supplier specifically for and relating to the Customer’s operations during the Engagement, excluding training materials (defined as any materials specifically designed for educating or instructing individuals), will become the Customer’s property once the full Engagement fees are paid. This relates documents such as role descriptions, policies, project plans, and similar materials.

7.3    If new Intellectual Property described in clause 7.2 incorporates Supplier Intellectual Property or any third Party material, the Customer must obtain an irrevocable, perpetual, non-transferable and, if required, fully paid, license to use that Intellectual Property or third Party material for the Customer’s business purposes.

7.4     No audio or visual recordings or rebroadcasting of the Engagement may be made without the Supplier’s prior written consent. Consent must be obtained before the Engagement in writing and may be withheld at the Supplier’s sole discretion. Any audio or visual recordings and rebroadcasting rights will be on a non-exclusive basis and additional Fees will apply.

 

8. Confidentiality

8.1   Each Party agrees that, unless it has the prior written consent of the other Party, it will:

  • keep confidential at all times the confidential information of the other Party; and
  • ensure that any personnel or professional advisor to whom a Party discloses other Party’s confidential information are aware of, and comply with, the provisions of this clause.

8.2    The obligations of confidentiality in clause 8.1 do not apply to any disclosure:

8.2.1   for the purpose of undertaking the Engagement or exercising a Party’s rights under this Agreement;

8.2.2   required by law (including under the rules of any stock exchange);

8.2.3    of confidential information which:

8.2.3.1     is publicly available through no fault of the recipient of the confidential information or its personnel; or

8.2.3.1     was rightfully received from a third Party without restriction or without breach of this Agreement;

8.2.4    by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third Party, provided that the Supplier enters into a confidentiality agreement with the third Party on terms no less restrictive than this clause 8.

 

9. Disclaimer of warranties

9.1    The Supplier warrants that the Engagement will, at the time provided, materially conform to any requirement set out in the Proposal.

9.2    If the Engagement does not meet a warranty, at the Customer’s request and at the Supplier’s cost, the Supplier must reperform the Engagement so that they meet or satisfy that warranty.  The Supplier’s obligation under this clause 9.2 is the Customer’s sole remedy against the Supplier for breach of warranty.

9.3   The following exclusions apply:

9.3.1    To the maximum extent permitted by law, the Supplier’s warranties are limited to those stated in clause 9.1. Any implied condition or warranty (including any warranty under the New Zealand Sale of Goods Act 1908) is excluded.

9.3.2     The Customer agrees and represents that it is acquiring the Engagement for the purposes of a business and that the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Engagement or the Agreement.

 

10. Limitation of liability

10.1   The Supplier’s total liability under or related to this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid or payable by the Customer under this Agreement.

10.2   Except for the Customer’s liability to pay the Fees, neither Party is liable to the other for any loss of profit, data, savings, business, revenue, and/or goodwill, or other indirect, consequential or incidental loss or damage arising under or in connection with the Agreement.

10.3    Clauses 10.1 and 10.2 do not apply to limit the Supplier’s liability for:

  • personal injury or death;
  • fraud or wilful misconduct; or
  • breach of clause 8.

10.4    Clause 10.2 does not apply to limit the Customer’s liability for those matters stated in clause 10.3.

10.5    Neither Party will be responsible, liable, or held to be in breach of this Agreement for any failure to perform its obligations under this Agreement or otherwise, to the extent that such failure is directly attributable to the other Party failing to comply with its obligations under this Agreement, or to the negligence or misconduct of the other Party or its personnel.

10.6    Each Party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other Party under or in connection with this Agreement.

 

11. Disputes

In the event of any dispute or difference between the Parties concerning this agreement the Parties shall in the first instance use all reasonable endeavours to resolve between themselves the dispute. If they are unable to do so within 14 days, either Party may require the matter to be submitted to a mediator appointed by the Parties (or failing agreement, to be appointed by Arbitrators’ and Mediators’ Institute of New Zealand), such mediation to be conducted in accordance with the principles established by Lawyers Engaged in Alternative Dispute Resolution (LEADR). Any costs of a mediator shall be met equally by the Parties.

 

12. Force Majeure

In the event that either Party is unable, due to circumstances beyond its reasonable control, to perform any of its obligations under this agreement, this Agreement may be suspended at the option of either Party until circumstances have ceased to have effect. The Parties undertake to give reasonable notice in writing of their intention to suspend their obligations under this Agreement. In the event that the suspension of this Agreement continues for a period which either Party considers unreasonable, then either Party may give seven days’ written notice of termination of this Agreement. In the event that the circumstances that gave rise to the suspension cease to have effect during the period of the notice, then the operation of the Agreement shall resume and the notice shall lapse.

 

13. General

13.1   The Customer agrees that the Supplier may use the Customer’s name in the Supplier’s advertising and promotional materials, including but not limited to the Supplier’s website, presentations, and printed material. The Customer may revoke or limit this permission upon written notice to the Supplier. The Supplier agrees to use the Customer’s name in a manner consistent with the Customer’s branding guidelines, and will not engage in any activities that may negatively impact the Customer’s reputation or business interests.

13.2   The Supplier is an independent contractor of the Customer. No other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.

13.3   The Parties’ relationship is governed by New Zealand law and is subject to the exclusive jurisdiction of the New Zealand courts.

13.4   This Agreement sets out everything agreed by the Parties relating to the Engagement and supersedes and cancels anything discussed, exchanged or agreed prior to the Agreement’s start.  The Parties have not relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the Agreement’s start.  Without limiting the previous sentence, the Parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986.

-ends-

Last updated: 26 March 2024. 

On completing the form, a copy of these terms and conditions will be emailed to you. 

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