Service Terms & Conditions
This Coaching & Consultancy Services Agreement ("Agreement"), is made and entered into by and between the following "Parties":
(1) (the “Coachee” or “Client”)
(2) Atul Nayak (the "DTR Coach & Innovation Consultant") International House, 12 Constance Street, London, E16 2DQ
The Parties agree as follows:
This Agreement shall commence on the scheduled time and date and continue according to the agreed package, unless terminated earlier in accordance with the terms of this Agreement. Confidentiality in Clause 8. is stated. Non-Disclosure Agreement (NDA) is provided separately for Innovation Consultancy.
2.1 Atul Nayak shall provide for the Client the services (“Services”) after acceptance of request and later given in writing as Schedule and signed by both Parties, each of which will form part of this Agreement;
2.2 Atul Nayak shall provide the Services and the Client may specify the recipients (“Coachee”) or the number of recipients of such services in the Statement of Work;
2.3 Atul Nayak does not require full access to any of the Client/ Coachee’s computer systems to perform the Services.
3. Time Schedule
3.1 Coachee/Client shall cooperate reasonably to enable Atul Nayak to perform the Services at the date and time of scheduled meetings including discovery, main and periodic reviews that progresses according to the package and possibly including additional services in either coaching or innovation consultancy.
4.1 Atul Nayak will provide the Client with an invoice and the Client will pay 100% money up front as per the fixed cost of the package and/or additional services;
4.2 All amounts shall be exclusive of Value Added Tax;
4.3 Invoices shall include the amount of pre-approved selected service package including any additional services;
4.4 Both Parties recognise the potential impact on Atul Nayak’s service meetings cancelled or postponed at short notice online or offline. He will maintain close dialogue with the Client, and offer flexibility when it may come to changes at short notice, accepting that unforeseen circumstances do arise. However, where a scheduled meeting is cancelled or postponed by the Client or the Coachee, cancellation/postponement fees will be payable as follows: > [a] 48 hours’ notice – no charge; between [a] and [b] 24 hours’ notice – 50% of the applicable fee, as defined in the Statement of Work; < [b] 24 hours’ notice – 75% of the applicable fee.
5. Payment Terms
5.1 Payment terms for undisputed charges shall be upfront, within thirty (30) minutes Client’s receipt of each invoice taking into account any unforeseen payment delay by his/her respective bank;
5.2 If any invoice for the Services is disputed in part or in whole by the Client, the Client will notify the Atul Nayak within seven (7) working days of the Client receiving the invoice, and both Parties will work in good faith to resolve the dispute in a reasonable and timely manner;
5.3 Atul Nayak and Client agree that any cost(s) not disputed by the Client shall be paid prior to the specific dispute being attentively resolved;
5.4 Interest on late payments will accrue daily, post due date of payment and deemed late. A charge 1.0% above the Bank of England base rate is notified to the client unless all dues are cleared.
6. Intellectual Property
6.1 Atul Nayak shall retain ownership of all intellectual property owned or used by the Client/Coachee prior to or on the date of this Agreement. All reports, manuals and documentation, as issued by Atul, prepared specifically by Atul for the Client while performing the Services is adopted by the Client.
7. Confidential Information and Confidential Materials
7.1 Both parties shall keep confidential any confidential or secret information belonging to the other, (“Confidential Information”) which means information, however it is conveyed, that relates to the company, innovation, know-how and personnel of the Client and Atul Nayak, including intellectual property rights, together with all information derived from the above, and any other information clearly designated as being confidential or which ought reasonably to be considered to be confidential;
7.2 Both parties also agree that the content of the Coaching sessions between the Coach and Coachee shall remain strictly confidential between those two people.
7.3 The provisions of Clause 7.1 and 7.2 shall not apply to the extent that any such Confidential information:
(a) Is or becomes public knowledge other than by breach of Clause 7.1; or
(b) Is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(c) Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or
(d) Must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000.
8. Limitation of Liability and Indemnity
8.1 Limitation of Liability
EXCEPT IN RESPECT OF LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, USE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES, ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT. WITH RESPECT TO EACH STATEMENT OF WORK EXCEPT IN RELATION TO CLAUSES 7 AND 8.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR AGGREGATE DAMAGES IN EXCESS OF THE FEES PAYABLE TO THE COACH AS DESCRIBED IN SUCH STATEMENT OF WORK;
9.2 Intellectual Property Rights Indemnity
(a) Atul Nayak agrees to indemnify the Client against any damages finally awarded against the Client incurred by reason of the Services infringing third party intellectual property rights;
(b) The Client agrees to indemnify Atul Nayak against any damages finally awarded against him incurred by reason of any tools, materials, state of art or software provided by the Client infringing any third party intellectual property rights;
(c) In relation to (a) and (b) above, the indemnified party must notify the other promptly of any alleged claim, permit the other to conduct or settle any such claim proceedings and/or to modify the infringing intellectual property and shall not make any statement that may be prejudicial to the defence or settlement of the claim.
10. Professional Standards
10.1 Atul Nayak will perform the specialist services in accordance with this Agreement and all Schedules and any changes which are agreed upon in writing by him and the Client;
10.2 Atul Nayak warrants that he / she and any Associates have the necessary qualifications, ability and expertise to provide the Services and will perform the Services in a professional manner and, in particular:
(a) being a member of a recognised coaching / mentoring professional body, hear of the European Mentoring and Coaching Council “EMCC” and Membership No: M95648ID;
(b) to professional standards from accredited qualifications with respect to Innovation as well as Coaching;
(c) in accordance with the International Code of Ethics, Diversity Policy and Guidelines for Supervision; and In the case of EMCC, the above may be viewed at www.emccouncil.org.
11.1 Either party may terminate this Agreement or a Statement of Work by giving the other party fourteen (14) days written notice. Atul Nayak shall be entitled to submit an invoice for the Services performed or which would have been performed prior to the expiry of the fourteen (14) days notice period;
11.2 In the event of early termination of the Agreement, Atul Nayak and the Client will during the notice period try to agree how best to complete, cancel or modify any unfinished Statements of Work, recognising the nature of the services being provided to the Client/Coachee;
11.3 If either party breaches this Agreement and fails to cure such breach within fourteen (14) working days of receiving written notice of the breach from the non-breaching party, then the non-breaching party may, at its option, terminate this Agreement, or the relevant Statement of Work by providing written notice of termination to the breaching party, with immediate effect.
12. Force Majeure
12.1 Neither party shall be deemed to be in breach or default of this Agreement as the result of any delay or non-performance which is caused by an event which is outside its reasonable control, such as acts of God, riots, war or armed conflict, acts of terrorism, fire, flood, storm or earthquake, or disaster;
12.2 If either Atul Nayak or Client reasonably considers a force majeure event to have occurred, which affects the delivery or receipt of some or all of the Services, the Party claiming such event shall immediately give the other Party written notice of the event, including details of the event, its potential effect on the Services, and any action(s) it proposes to take;
12.3 The Parties will work together reasonably to reduce the effect of a force majeure event. If that event continues for more than 30 days, either party may terminate any Services outstanding in accordance with Clause 11.1.
13. Independent Professional; Compliance with Laws
13.1 Nothing in this Agreement shall make Atul Nayak and Client partnerships, joint venturers, or otherwise associated in or with the business of the other. Atul Nayak PhD is and shall always remain an independent professional entity.
14. No Solicitation and No Hire
14.1 Atul Nayak and Client agree not to solicit (other than by general advertisement), or hire, any employee or Associate of the other on behalf of itself or another company during any project and for a period of one year after the termination of this Agreement.
15. Responsibility for Associates
15.1 Atul Nayk is solely responsible and liable for the actions of all and any Associates performing work pursuant to this Agreement for the supervision, direction and fees of qualified personnel.
16.1 Atul Nayak shall maintain the necessary Professional Indemnity insurance sufficient to cover all of his / her obligations under this Agreement to a maximum amount of £100,000 coverage per policy year;
17.1 All notices provided for in this Agreement shall be in writing and shall be sent to the parties, by either registered or certified mail or email, return receipt requested, at the addresses set out below:
If to Coach: Atul Nayak, International House, 12 Constance Street, London, E16 2DQ.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated.
19. Entire Agreement
This Agreement (including Schedule) sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whichever oral or written) relating to this Agreement.
Any changes to the terms of this Agreement are to be agreed in writing and signed by both parties.
Neither party may make any public announcement in writing or otherwise concerning this Agreement without the prior written consent of the other, not to be unreasonably withheld.
24. Governing Law and Forum
This Agreement shall be construed in accordance with and be governed by the laws of England & Wales.