These terms of engagement set out the terms and conditions on which Impact Matters (“we/our”) provide services to our clients (“you/your”).
OUR RESPONSIBILITIES
We undertake to provide you with business services that meet your identified needs on either a casual, service plan or one-off project basis at the cost agreed upon. We will provide our services to you in accordance with your instructions and ensure there is a clear understanding with you of the scope, importance, and timing.
YOUR RESPONSIBILITIES
You agree to communicate honestly, be open to feedback and allocate the time and energy to participate fully in consulting.
You undertake to provide timely, clear instructions for the provision of such services; to provide the information to enable the tasks to be completed; and to meet the agreed period for payment.
You agree to conduct yourself appropriately in any consulting session and undertake that you will:
• Provide information that is accurate, complete and current at all times.
• Be respectful and non-judgemental.
• Ensure all content shared by Impact Matters, or in the case of group consulting by other members of the group, is held in complete confidence.
• Participate in all scheduled sessions.
• complete required follow-up work as directed.
Any breach of these expectations may result in being removed from the Service with no entitlement to a refund.
SERVICES
Impact Matters agrees to provide the services outlined in The Schedule.
THE SCHEDULE
If no explicit Schedule is provided, deliverables are as specified in the latest written communications. Please contact Impact Matters for more information if required.
CONSULTING SESSION PROCESS
Where one-on-one or group sessions are included in the Services:
• The frequency and quantity of any calls/meetings shall occur as outlined in The Schedule.
• The time of the meetings will be scheduled using an online scheduling system.
• If meeting by phone, we will initiate all scheduled calls and will call the clients designated phone number or connect to calls at the appointed time.
• If Impact Matters will be at any other number for a scheduled call the Client will be notified prior to the scheduled appointment time.
FEES AND PAYMENT
This agreement commences on the date of signing. Payment is due on signing. Alternative payment terms may be offered at Impact Matter’s discretion as set out in the Schedule.
Online payments are processed by Stripe and/or PayPal and their global affiliates.
Failure to make payment in full of any amount payable pursuant to this Agreement on the due date constitutes a default and, without prejudice to any other rights or remedies available to us, simple interest at our bank’s current overdraft rate will be payable upon demand and from the due date until payment.
If an account is not paid, we may choose not to do any further work and retain custody of work done until all accounts are paid in full or alternative arrangements are made. We reserve the right to take legal steps to recover the debt. You will be responsible for paying any reasonable fees incurred in the process of debt recovery.
Where the client fails to attend any private consulting or group sessions with Impact Matters, no refunds will be made.
For ongoing engagement, Impact Matters reserves the right to review pricing at regular intervals. Impact Matters will provide you with a minimum 30 days’ notice of any upcoming price increase.
QUOTATION & FEE ESTIMATES
We can provide estimates or fixed price quotes for specific assignments. In the absence of advertised fees or quotes, our usual practice is to charge for our services by reference to the time spent by relevant staff charged at their hourly rate. We also consider other factors including complexity, difficulty or novelty, the specialised skill or knowledge required, the volume of work involved, the urgency of the work and the overall result.
Where a quotation is given by us for services:
• The quotation shall be valid for one month from the date of issue.
• The fee shall be exclusive of disbursements and GST.
• We reserve the right to withdraw any quotation given to you without prior notice at any time after the quotation is given and before acceptance by you.
DISBURSEMENT CHARGES
Where applicable we will charge for office disbursement costs specific to a task such as printing, photocopying, and postage. We also charge for disbursements including travel, accommodation, materials costs, couriers, and subscriptions.
CONFIDENTIALITY
The existence of this consulting relationship, as well as all information (documented or verbal) that you share with Impact Matters as part of this relationship, will be kept confidential. Impact Matters agrees not to disclose any information pertaining to you that could be personally identifiable without your written consent.
Confidential information does not include information that:
(a) was in Impact Matters possession prior to its being provided by the Client.
(b) is publicly available.
(c) is obtained from a third party, without breach of any obligation to the Client.
(d) is independently developed by Impact Matters without use of or reference to your confidential information; or
(e) that Impact Matters is required by law to disclose.
INTELLECTUAL PROPERTY
During this engagement Impact Matters may create, or share with you, material such as documents, plans, tools, training, photographs, software, text, graphics, videos, images, sound recordings, and other material (collectively referred to as the “Content”).
The Content may be owned by Impact Matters or third parties and is protected under New Zealand law. Any unauthorised use of the Content may violate copyright, trademark, and other laws.
You may view, and where available, download any Content shared during this engagement for their own personal, non-commercial use. Other than as expressly set forth in the previous sentence, you have no other rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use of this Content is permitted without the prior written consent of Impact Matters.
Impact Matters retains all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not share, sell, transfer, assign, licence, sublicense, or modify the Content, or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.
If you breach any part of this Agreement, your permission to access and/or use the Content automatically terminates and you must immediately destroy any copies you have made, stored, or shared of the Content.
LIMITATION OF LIABILITY
You are solely responsible for creating and implementing, decisions, choices, actions and results in your own business. For this reason, you acknowledge that we are not and will not be liable for any actions or inaction, or for any direct or indirect result of any services provided by us.
We shall not be liable for any incidental, consequential, indirect, or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or non-performance of the Services. We shall not be liable to you for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics, changes in policies, changes in terms of services.
You agree that, if we are determined to be liable for any such loss, your sole remedy against us is limited to a refund of the pro-rata fees paid to us in connection with this agreement, for the one (1) month immediately prior to the events arising to the claim, less expenses paid to third parties. You also agree to not seek damages more than the contractually agreed upon limitations directly or indirectly through suits by or against other parties.
NO GUARANTEE
We do not warrant or guarantee any specific level of performance or results, expressed or implied. Examples of results obtained from other clients of Impact Matters may be used as a marketing tool and/or for demonstrative purposes and should not be construed as indicating any promised results or level of results.
CANCELLATION POLICY
If the Client wishes to cancel this Agreement, they can do so at any time by giving written notice to Impact Matters. Access to content, tools, material, and support will end upon Impact Matters receiving written notice of cancellation. No fee refund will be offered.
In some circumstances it may be appropriate to terminate a private consulting programme, these include:
• The Client and Impact Matters are not suited to working together, and Impact Matters considers that it will not be beneficial to either party to continue.
• Impact Matters considers that the Services are not appropriate for the Client, and that the Client’s needs will not be met.
In these circumstances, we will notify you of termination in writing and offer a refund for fees paid as appropriate.
If you cancel credit card payments, or in any way fail to pay the full amount owing, this Service is immediately terminated, and your permission to access and/or use the Content is automatically revoked. You must immediately destroy any copies they have made, stored, or shared of the Content.
Clients on service plans will be required to provide a notice period of at least one month, unless otherwise specified in writing, to end or reduce their service plan. If termination occurs during the month, then clients will be invoiced for one further month of the service plan.
If we need to cancel delivery of the Service/s we will have the option to either refund you the pro rata portion of the Services fee or book you into a replacement programme or service. Impact Matters will also be required to provide a notice period of at least one month to terminate a client’s service plan.
GST
We charge goods and services tax on services that we provide within New Zealand as required by New Zealand law.
DISPUTES
The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to Impact Matters, shall be handled in accordance with applicable Governing Laws.
GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of New Zealand.
This Client Agreement is the entire agreement of the parties and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations.
Impact Matters failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
GENERAL
We may update these terms of engagement from time to time and will notify you of this update. We encourage you to contact us with any comments or questions about these terms of engagement. We are pleased to be of service to you and look forward to developing a long-lasting relationship between us.
ACCEPTANCE OF TERMS & CONDITIONS
To confirm your understanding and acceptance of our Terms & Conditions sign this Client Agreement and Schedule below and return a signed copy to Impact Matters. This provides certainty to both parties.
Client ______________________________ Jo Haughey ______________________________
Signed ______________________________ Signed ______________________________
Date ______________________________ Date ______________________________