Recitals
The Client has agreed to engage the Company (Anima Mundi Therapy Pty Ltd) to provide the Services to the Client, and the Company has agreed to provide the Services to the Client on the terms of this agreement.
This agreement is intended to be legally binding and the parties agree to give effect to the arrangements contemplated by it.
1. Engagement as Company
1.1. The Client hereby engages the Company on a non-exclusive basis to provide the Services to the Client, and the Company hereby accepts that engagement and agrees to provide the Services to the Client, in accordance with the terms of this agreement.
Commencement and duration
1.2. The Company’s engagement with the Client will:
(a) commence on the date agreed between the parties; and
(b) continue indefinitely unless and until it is terminated in accordance with clause 7.
Nature of relationship
1.3. The Company is an independent contractor of the Client and nothing in this agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.
2. Provision of the Services
The Company must, in providing the Services, comply with the standards and duties set out in Schedule 2.
3. Pricing and Invoicing
Pricing
3.1. In consideration of the provision of the Services by the Company, the Client will pay the Company a variable fee (the Fees) as negotiated and invoiced for the services required.
Reimbursement of Expenses
3.2. The Client will pay all reasonable expenses properly and necessarily incurred by the Company in the course of providing the Services, if any.
4. Payment
Timing of payments
4.1. The Client must pay to the Company all Charges pursuant to clause 3 in full on the day of service, or before the date that is five (5) Business Days after the Client’s receipt of any additional invoice.
Method of payment
4.2. All amounts to be paid by the Client to the Company under or in connection with this agreement can be paid by way of credit/debit card online or via Square, cash, and electronic funds transfer into the account nominated by the Company.
5. Non-disparagement
5.1. A party must not:
(a) make, express, transmit, speak, write, verbalise or otherwise communicate in any way (directly or indirectly, in any capacity or manner) any remark, comment, message, information, declaration, communication or other statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be critical of, or derogatory or negative towards, the other party in the agreement or any Representatives of that party; or
(b) cause, further, assist, solicit, encourage or knowingly permit any other person to do so, or support or participate in any other person doing so,
and must take all reasonable steps to prevent its Representatives from doing so.
6. Intellectual Property
6.1. The parties agree that all relevant IP will be owned by, and vest in, the Company.
Assignment
6.2. The Client hereby assigns, transfers and conveys to the Company all current and future right, title and interest in all relevant IP and acknowledges that all future relevant IP will vest in the Company on and from creation.
7. Liability and Remedies
Indemnity
7.1. The Client shall have personal liability for, and hereby irrevocably indemnifies and covenants to hold the Company harmless from and against, any and all losses that may be suffered by the Company and which arise, directly or indirectly, in connection with any breach of this agreement by the Client and/or any negligent or other tortious conduct in the provision of the Services.
Limitation of liability
7.2. To the maximum extent permitted by law, the Company and its Representatives expressly:
(a) (Disclaimer of warranties) disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the Services, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Without limitation to the foregoing, the Company and its Representatives make no representation, and provide no warranty or guarantee, that the Client will achieve any particular results from the provision of the Services, any particular individuals will perform the Services on behalf of the Company; or the Services will be error-free or that errors or defects will be corrected; or meet the Client’s requirements or expectations; and
(b) (Limitation of liability) limit their aggregate liability in respect of any and all claims for any Losses that the Client and/or any of its Representatives may bring against the Company under this agreement or otherwise in respect of the Services to the following remedies (the choice of which is to be at the Company’s sole discretion) re-supply of the Services; payment of the costs of supply of the Services by a third party; or the refund of any amounts paid by the Client to the Company under this agreement in respect to the Services, even if the Company has been advised of the possibility of such losses,
and the Client acknowledges and agrees that the Company holds the benefit of this clause for itself and as agent and trustee for and on behalf of each of its Representatives.
Remedies for breach
7.3. Each party acknowledges and agrees that, in the event of any breach by the Client of the provisions of clause 5 (Non-disparagement) or clause 9 (Non-solicitation), damages may not be an adequate remedy and the Company may, in addition to any other remedies, obtain an injunction restraining any further violation by the Client and other equitable relief, without the necessity of showing actual damage and without any security being required, together with recovery of costs.
8. Termination
Termination for breach
8.1. The Company may terminate this agreement immediately by notice to the Client in case of any breach of the terms and conditions of this Agreement by the Client.
Termination with notice
8.2. The Company may, without limitation to its rights under clause 8.1, terminate this agreement at any time by giving at least one (1) week’s notice to the Client. The Company reserves the right to choose its method of termination which may include (but is not limited to), face-to-face communication, conversation via telephone/mobile, or in writing via email and/or letter.
8.3. The Client may terminate this agreement at any time by giving at least one (1) week’s written notice to the Company.
Effect of termination
8.4. In the event of any termination of this agreement, the Client will remain liable to pay any outstanding invoice from the Company under clause 3 and clauses 4 will apply in respect thereof.
Accrued rights
8.5. Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.
Survival
8.6. The obligations of the parties under clause 5 (Non-disparagement), clause 6 (Intellectual Property), clause 7 (Liability and remedies), clause 9 (Non-solicitation) and this clause 8 will survive the termination of this agreement.
9. Non-solicitation
9.1. During the Company’s engagement with the Client under this agreement and for each Non-Solicitation Period thereafter, the Client must not, without the Company’s prior written consent (which the Company may withhold or delay in its absolute discretion), directly or indirectly:
(a) (non-solicitation suppliers) interfere with or disrupt, or attempt to interfere with or disrupt, any relationship, whether contractual or otherwise, between the Company and any of the Company’s suppliers, customers (other clients), distributors or joint venture partners, or identified prospective suppliers, distributors or joint venture partners; or
(b) (non-solicitation of staff) induce, encourage or solicit any of the Company’s officers, employees, contractors or agents to cease their employment, engagement or agency with the Company.
10. Cancellation
10.1. The Client must change or cancel the appointment by providing the Company with at least 48 hours’ written notice within business hours from 9am to 5pm.
10.2. Such cancellations must be made via the Company website (https://pollymcgee.com) or provided via email bookings@pollymcgee.com).
10.3. The relevant amounts for the session will be non-refundable if the session is unattended or cancelled by the Client without any written notice or only 50% of such amounts will be refunded to the Client if the session is cancelled by the Client in writing less than 48 hours’ notice.
10.4. For appointments where no pre-payment has been received a cancellation fee of 50% will apply for sessions cancelled with less than 48 hours’ notice. The full fee will apply for sessions not attended or not cancelled in writing.
10.5. The time set aside for the Client will not be rescheduled at short notice by the Company.
Schedule 1 | Description of Services
The Company provides the following services:
counselling services;
coaching services;
breathwork services;
telehealth services;
professional consultation;
digital strategy;
digital coaching;
leadership design and facilitation;
speaking;
MCing;
Content creation written, audio and video.
Schedule 2 | Standard of Duties
The Company must, in providing the Services:
1. (Honesty and diligence) be honest and diligent and provide the Services to it to the best of its knowledge and abilities;
2. (Standards) at all times maintain reasonable ethical, professional and technical standards;
3. (Discrimination and harassment) not unlawfully discriminate against, sexually harass or otherwise physically or verbally abuse any person; and
4. (Privacy) in relation to any Personal Information of any customer, client, supplier or Representative of the Client, any user or prospective user or any other person, comply with:
the Privacy Act and any guidelines, information sheets and other relevant material issued from time to time by the Commonwealth Privacy Commissioner; and
any approved privacy policy and procedures adopted from time to time by the Client.
Schedule 3 | Non-Solicitation Periods
The Non-Solicitation Period shall be for the minimum period of five (5) years.