Terms of Engagement.
(Business Management and Mentoring Services)
This TERMS OF ENGAGEMENT (the "Agreement") is between Keeping Balance Pty Ltd ABN 36 637 621 419 and Jahna Koehler (the "Consultant" and "Keeping Balance") and You (the "Client") and is legally binding.
Background
Keeping Balance Pty Ltd.'s mission is to provide business owners support to achieve optimum business practices and development with management strategy and mentoring.
Services are designed to support you in creating and implementing systems focusing on mentoring for development and sustainability.
The Agreement outlines the roles, obligations, and expectations of working together. It represents the entire agreement between you and Keeping Balance Pty Ltd.
In this Agreement, "You" may be a sole trader, partnership, company, trust, or other legal entity.
To request amendments to, or to gain clarification about, this Agreement, please email hello@keepingbalance.com.au.
You are deemed to have read and accepted the Terms of Engagement of Keeping Balance Pty Ltd by proceeding with payment and engagement.
Terms and Conditions
Term
The term of this Agreement is from the purchase of your selected Program for the duration of the Program.
This Agreement may not be transferred or disclosed to any third party.
Services
Keeping Balance offers a range of business management mentoring services and packages described available for purchase on the website Keeping Balance - Programs to which these Terms apply.
Work Along Session
Monthly Meeting
Strategy Session
Free Call
Fees and Payment
Fees
All fees are as advertised on the website and required to be paid upfront and online upon booking your selected service or package.
Onsite appointments
All fees are based on 100% delivery of online services.
Any face to face or onsite services required by the Client is charged at an additional $275 per session.
Payment Plans
Payment Plans are available by agreement only and determined by the fee amount and scope of work.
Automatic deductions will be set up via the Client's credit card and processed by our third-party payment processor Stripe.
If a payment under the payment plan is unsuccessful, the Client will be contacted once only to rectify.
If the payment plan is not rectified within seven (7) days, work will be suspended until sufficient payment is made for reinstatement.
Validity
The fees quoted are valid for the term of the Agreement.
The Consultant is not obligated to maintain the same offer or pricing should the Client wish to extend the term of service.
Fees may change from time to time, and updated fees will appear on the website.
Refund Policy
Refunds do not apply to services that have been fulfilled as outlined in this Agreement.
If a refund is applicable, the refund calculation will include all work undertaken to fulfil the Client project up to contract termination.
Refunds will not be issued for a change of mind.
Late Fees
The Client is responsible for ensuring that payments are made on time.
Please note that a 3-day grace period is allowed, at which point a 5% (five per cent) late penalty will apply.
If a client's account is overdue beyond 7-days, the Consultant reserves the right to suspend services OR turn the debt to third-party collection services. At this time, this Agreement will be terminated, and no further works will be completed.
Expenses
The Client will reimburse the Consultant for all reasonable and necessary business expenses incurred by the Consultant in connection with the performance of the services under this Agreement.
Scope of works amendments or expansion
At any time, the Client is welcome to extend their contract or adjust inclusions.
Any additional fees that may apply will be presented to the Client in writing before commencement and will require agreement to changes in writing via email.
Additional consultations or extended service requests will incur additional fees as outlined in this clause.
Works & completion
In consideration of the Client paying the due fees, the Consultant will perform the works referred to in this Agreement within the timeline provided in the selected Program and subject to any agreed amendments by the Client.
The Client must provide requested information in sufficient detail to define the Client's requirements adequately.
Full Disclosure
The Client must provide full disclosure of business operations necessary to advise upon and incorporate sustainable practices in the Client's operations.
Where the Client fails to provide instructions or full disclosure to the Consultant and in so doing prevents or otherwise hinders the Consultant in achieving completion of service delivery in the allocated time frame, the Consultant is not liable to the Client for failure to complete works on time or to the standard expected.
The Consultant takes no responsibility or has any liability for any work performed by any third party.
Client's Obligations
You acknowledge and agree:
NLP modality
You are willing to learn from the NLP coaching to be provided by the Consultant.
You take responsibility for your life, personal and business decisions, and do the work required to have an empowering experience.
You will continually practice self-awareness and become more effective at catching your disempowering patterns to resolve them.
You will be open and truthful in your communication with the Consultant.
Mentoring Relationship
You understand and agree:
Throughout the mentoring relationship, you will be engaged in direct and personal conversations with the Consultant.
You will be required to be honest and straightforward in answering questions put to you during the mentoring process.
If you believe the mentoring process is not working, it is your responsibility to communicate that belief to the Consultant as soon as possible so the issues can be addressed promptly and effectively.
Privacy and Confidentiality
The mentoring relationship and content of all sessions between you and the Consultant are confidential and shall not be disclosed to a third person by the Consultant unless required to do so by law or with your express and written permission.
Conduct
You will be on time for all our sessions, which may occur weekly, fortnightly, or monthly as agreed or required.
You will be available to respond to requested approvals to prevent the progress or delivery of contracted services.
You will provide all requirements, including documents, approvals, as required by the agreed date, and promptly communicate with the Consultant when needed.
Consent
The Client must complete the online Booking Form when booking services and accepting this Agreement before commencing any works with the Consultant.
Questions, concerns, and issues
The Client will immediately bring the Consultant's attention to any questions, concerns, and problems so that they may be resolved as quickly as possible.
The Client acknowledges that their choices, decisions, actions, and results concerning the engaged services are their sole responsibility.
Consultant's Obligations
The Consultant acknowledges and agrees:
To honour and respect your time by being ready to start the session for the scheduled time.
To create an energetic environment where you feel safe, relaxed, comfortable and taken care of.
To tailor Consultant sessions to your needs.
To assist you in achieving your goals.
Communication
The Consultant is available to the Client for enquiries directly related to the project via email or telephone for the duration of this agreement.
The Consultant will make every effort to respond within the usual business hours, Monday to Thursday.
Excluded services
Unless otherwise agreed, the Consultant is not required to supply any excluded service.
Excluded services include but may not be limited to:
Administrative duties such as data entry, answering phones or day to day operations of the business
Networking on behalf of, or representing, the Client
Management of employees or external contractors
Bookkeeping and/or Accounting (refer to Bookkeeping Agreement)
Intellectual property
Keeping Balance Pty Ltd owns all Intellectual Property in designs and content, including but not limited to strategic plans, technical analyses and audits, business development programs, and plans developed or conceived in the course of, or arising out of, the Consultant carrying out the contracted services.
Where applicable, Keeping Balance Pty Ltd permits an irrevocable, non-exclusive, limited worldwide, royalty-free license to the Client for continued use of any management plans and reports created by the Consultant during the fulfilment of the contracted services for the purpose of their business only.
Drafts, ideas, designs, and concepts not used by the Client remain the Intellectual Property of and belong to, Keeping Balance Pty Ltd.
The Consultant reserves the right to use such drafts, ideas, designs, and concepts with other Clients.
Confidentiality
All information (written or verbal) the Client shares with the Consultant, and vice-versa, as part of this relationship, will be kept confidential (unless disclosure is required by law, such as through court order or subpoena).
The Consultant agrees to keep details of all consultations, sessions, strategies and plans, content, ideas, passwords, logins, client information, and associated shared data for purposes required to complete the contracted services confidential during and after the period of this Agreement.
While the Consultant will do its best to maintain security and confidentiality of all information shared, the Consultant takes no responsibility for the security of information shared via third-party applications such as email providers or social media platforms accessible to third parties.
The Consultant will not use the Client's name as a reference without first receiving written consent.
The Consultant may share the nature of the calls or services, with or without identifying the Client, with another professional for the Consultant seeking advice or guidance on best service.
Disclaimer
You understand and agree:
You have engaged the Consultant's services and purchased the services at your own risk.
The Consultant is not an accountant, financial advisor or legal professional and does not provide professional advice. You are advised to seek professional financial or legal advice about your particular financial circumstances.
All content, resources and mentoring are provided for personal use and information only.
All tools provided will be used as a guide only; please seek professional advice specific to your use and application of suggested tools within your business.
The Consultant does not offer any representations, warranties, or guarantees, verbally or in writing, regarding your results from the consulting sessions.
Medical disclaimer
The Consultant is a certified NLP Practitioner, a Time Line Therapy Practitioner, an Usui Reiki Master, and a Functional Nutrition Graduate.
The Consultant is not a qualified doctor, psychologist, or counsellor.
The Consultant does not claim to diagnose or heal conditions.
The information provided in the consulting and coaching sessions is not intended to, cannot, and should not be expected to be a substitute for advice and treatment from a qualified medical practitioner.
Any changes you choose to make to your medication, health or treatment protocols should be discussed with your primary healthcare provider and is not intended to, cannot, and should not be expected to substitute for professional advice and treatment from a qualified healthcare professional.
The coaching sessions do not replace any treatment plans or protocols for diagnosed illnesses or medical conditions.
The Consultant cannot and does not make any guarantees about your ability to get results or improvements with your health or otherwise with our coaching, tools, ideas, information, or strategies.
Results are dependent on various factors, including but not limited to your current health status, commitment, personal ability, and dedication, and in no way dependent on any information or strategy provided to you by the Consultant.
Earnings disclaimer
Keeping Balance Pty Ltd and the Consultant can not make any guarantees about your ability to get results or earn any money from mentoring, advice, ideas, information, or strategies provided in any coaching sessions.
You acknowledge that there is an inherent risk in any business enterprise or activity. There is no guarantee that you will earn any money due to the purchase of any services.
Nothing in the disclaimer above will limit or exclude any liability that may not be limited or excluded by applicable law.
Affiliate relationship
Keeping Balance may earn an affiliate payment/commission products and applications recommended by the Consultant to deliver services and advice during engagement at no additional cost to you as a consumer of any affiliate product or service.
Termination
This Agreement may be terminated by either party, for any reason, by giving 4 weeks' written notice.
Termination by Keeping Balance Pty Ltd
The Consultant may terminate a client with cause for non-payment of ongoing services or failure to meet any obligations and responsibilities under this Agreement with seven (7) days' notice in writing to the Client.
Termination with cause by the Consultant will have been preceded by discussion and notification to the Client of the causal issues, seeking a resolution and allowing the Client 10 days to remedy.
Termination by the Consultant for illegal or unethical behaviour or actions by the Client will be immediate.
Except for as provided in this Agreement, where Consultant terminates this Agreement with or without cause and through no fault of the Client, payment for unfulfilled services will be refunded to the Client without fees.
Payment for fulfilled services will not be refunded.
Termination by the Client
Except for as provided in this Agreement, if the Client terminates this Agreement, the Client is liable for all outstanding fees, including costs to Consultant because of the termination.
Payment of outstanding fees and costs is required in full within seven (7) days of the termination date.
This Agreement may be terminated immediately on the occurrence of any one of the following events:
Upon the cessation of business of either party to this Agreement.
The Consultant or the Client commits any material breach of the Agreement.
The Consultant or the Client fails to comply with any relevant statutory or regulatory requirement.
Legal relationship
In providing agreed Services, it is expressly agreed that the Consultant is acting as an Independent Contractor and not as an employee.
The parties acknowledge that this Agreement does not create a joint venture or partnership relationship and is exclusively a service contract.
The Consultant may subcontract any of its obligations to the Client as part of this agreement.
Warranty & indemnification
The Consultant warrants that the contracted services will always be carried out:
diligently.
with proper care and skill; and
in accordance with the terms of this Agreement.
The Client indemnifies the Consultant against all claims for any legal relief whatsoever arising in any way out of or in connection with:
the carrying out of, or failure to carry out the contracted services; or
any breach of this Agreement.
The indemnity does not apply to any claim caused by negligence or breach of this Agreement by the Consultant.
Limitation of liability
Liability for the services provided by the Consultant is governed solely by Australian Consumer Law and this Agreement.
Nothing in these Terms removes your Statutory Rights as a consumer under Australian Consumer Law.
Except for your Statutory Rights, all materials and services are provided to you without warranties of any kind, either express or implied.
The Consultant excludes all express or implied representations, conditions, guarantees, warranties, and terms relating to any services except those set out in this Agreement to the extent permitted by law.
The Consultant guarantees that all services and advice are supplied to the Client with due care and skill.
Force Majeure
A Force Majeure event is an event outside our control that delays or hinders our ability to perform our obligations under this Agreement.
A Force Majeure event includes but is not limited to fire, flood, earthquake or similar natural disasters, riot, war, terrorism, civil strife, labour disputes or disturbances, industry-wide material or services shortages outside our reasonable control, an outbreak of pandemic disease, governmental regulations, communication, technology or utility failures.
The Consultant shall not breach any undertaking in this Agreement for the delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from Force Majeure events.
Upon any Force Majeure Event, the Consultant shall notify the Client of the inability to perform or delay in delivering products and services.
The Consultant shall propose revisions of the delivery schedule for works or termination of undertakings under this Agreement where it is determined that performance is not possible because of the duration of effect of the Force Majeure event.
Where this Agreement is terminated because of a Force Majeure event Parties, agree every effort will be made by both parties to negotiate a financial arrangement to mitigate and share any loss resulting from the Force Majeure event.
Dispute
The Client agrees to contact the Consultant immediately with any concerns to resolve quickly and effectively through friendly consultation.
In the event of a dispute, the Client agrees to the following Dispute Resolution Procedure:
The Client must advise the Consultant in writing of the nature of the dispute, the outcome you seek and what actions you believe will settle the dispute.
You agree to meet in person or Zoom in good faith to resolve the dispute by Agreement and compromise.
If the dispute cannot be resolved by Agreement, any party may refer the dispute to a mediator appointed by the Law Society of Queensland for mediation.
Both parties must attend the mediation in good faith to seek to resolve the dispute through mediation.
Litigation via the court process may only be considered after a genuine attempt at mediation bought by either party is unsuccessful.
Confidentiality is paramount to both parties personal and professional reputations and standing in their business and community.
At no time will any communications or discussions be made public, including but not limited to any social media websites of either party.
Any public discussion or comments about either party will be considered defamatory, harmful, or otherwise damaging and will be the subject of compensation in any mediation or litigation claim.
Governing law
The Terms and Conditions in this Agreement are governed and construed under the laws of Queensland, Australia.
You are deemed to have read and accepted the Terms of Engagement of Keeping Balance Pty Ltd by proceeding with payment and engagement.