Effective date: 1st February 2020
SECTION A: AGREEMENT AND KEY DETAILS AGREEMENT
The Supplier agrees to provide, and the Client/Member agrees to buy, Services on the terms of the Agreement. The Agreement comprises: Section A (Agreement and Key Details), including this cover page and the signature clauses; and Section B (General Terms).
PURPOSE OF THIS AGREEMENT
The purpose of this agreement is to outline the clear responsibilities, expectations and any legal clauses in regards to any of the products sold by Alex Bowles (Shine Naturally Kinesiology).
KEY DETAILS
The Supplier agrees to provide WellBeing coaching and kinesiology services in the form of a mix of products (group coaching, 1:1 coaching online and in person) for the Client/Member to take action and achieve health and wellbeing goals.
Requirements
The Supplier (Coach) agrees to maintain a high level of ethics and professional standards of behavior.
The client/member is responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results. As such, the Client/Member agrees that the Coach is not and will not be liable for any actions or inaction, or for any direct or indirect result of any services provided by the Coach.
The Client/Member understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
The Client/Member understands that coaching is not to be used as a substitute for professional advice by financial, legal, mental, medical or other
qualified professionals and will seek independent professional guidance for such matters. If Client/Member is currently under the care of a mental health professional, the Coach will recommend that Client/Member inform the mental health care provider of the program to be undertaken. The Client/Member agrees to communicate honestly, be open to feedback and assistance, and create the time and energy to participate fully in the membership.
Fees - The 1:1 session are NZD222 for 1.5hours or NZD155 for 1 hour and Mums’n Bubs Sessions are NZD188, paid in full on the day and not later than within 7 days of appointment.
Courses are NZD525 per level (2 days/level), paid one week prior to course starting date. Early Bird Discounts or Multi Buy discount may apply and are outlined on sign up form. Please inquire here alexbowels@shinenaturally.co.nz.
Alex offers courses for the first part of the Kinesiology Certification. She can provide resources and full training outline of the full training pathway via email on request and will also discuss this in level 1.
SECTION B: GENERAL TERMS
1 INTERPRETATION
1.1 Definitions: In the Agreement, the following terms have the stated meaning: Agreement: Section A (Agreement and Key Details, including the cover page and signature clauses) and Section B (General Terms). Confidential Information: the terms and conditions of the Agreement and any information that is not public knowledge and which is obtained from the other party in the course of, or in connection with, the Agreement. The Supplier’s Confidential Information includes Intellectual Property owned by the Supplier.
Fees: the fees set out in the Key Details.
Force Majeure: an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care.
Intellectual Property Rights: includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered or unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning.
Key Details: the agreement specific details set out in Section A of the Agreement.
Services: the services set out in the Key Details.
1.2 Interpretation: In the Agreement:
i a party to the Agreement includes that party’s permitted assigns; and
ii including and similar words do not imply any limit.
a clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
b words in the singular include the plural and vice versa; and
c a reference to:
2 OBLIGATIONS
2.1 General: In addition to the other obligations of the Agreement:
a the Supplier must provide the Services:
i in accordance with the Agreement, including any requirement set out in the Key Details, and all applicable laws;
ii exercising reasonable care, skill and diligence; and
iii using suitably skilled, experienced and qualified staff; and
b the Client must promptly make decisions (including approvals) and provide the Supplier with all information reasonably required to provide the Services.
3 WARRANTIES
3.1 General: The Supplier warrants that the Services will, at the time they are provided, materially conform to any requirement set out in the Key Details.
3.2 Breach of warranty: If the Services do not meet a warranty, at the Client’s request and at the Supplier’s cost, the Supplier must re-perform the Services so that they meet or satisfy that warranty. The Supplier’s obligation under this clause
3.2 is the Client’s sole remedy against the Supplier for breach of warranty.
3.3 Exclusions:
a To the maximum extent permitted by law, the Supplier’s warranties are limited to those stated in clause 3.1. Any implied condition or warranty (including any warranty under Part 3 of the New Zealand Contract and Commercial Law Act 2017) is excluded.
b The Client agrees and represents that it is acquiring the Services for the purposes of trade. The parties agree that:
i to the maximum extent permissible by law, the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement; and
ii it is fair and reasonable that the parties are bound by the Agreement, including this clause 3.3.
4 INTELLECTUAL PROPERTY
4.1 Retained Intellectual Property: 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 Services:
a Intellectual Property that existed prior to the date of the Agreement; and
b Intellectual Property that was developed independently of the Agreement.
c Intellectual Property created for the sole purpose of any products from Alex Bowles Kinesiology (Shine Naturally).
4.2 Know-how: To the extent not owned by the Supplier, the Client/Member grants the Supplier a royalty-free, transferable, irrevocable and perpetual licence to use for the Supplier’s own business purposes any know- how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the Services.
4.3 Ownership going forward:
a Subject to clauses 4.1 and 4.2, all new Intellectual Property created or developed by the Supplier in providing the Services, is owned by the Client on payment in full of all of the Fees relating to those Services.
b If new Intellectual Property described in clause 4.3a incorporates Supplier Intellectual Property or any third party material, the Supplier grants or must obtain for the Client an irrevocable, perpetual, non-transferable and fully paid licence to use that Intellectual Property or third party material within New Zealand for the Client’s internal business purposes.
5 FEES
5.1 Fees: The Client/Member must pay the Fees to the Supplier for providing the Services. For more info refer to “Cancellation Policy” of Shine Naturally.
5.2 Payments: All payments are paid in full via Stripe or invoiced directly.
6 CONFIDENTIALITY
6.1 Security: Each party agrees that, unless it has the prior written consent of the other party, it will:
a keep confidential at all times the Confidential Information of the other party; and
6.2 b ensure that any personnel or professional advisor to whom a party discloses the other party’s Confidential Information is aware of, and complies with, this clause 6.1.
Disclosure required: The obligations of confidentiality in clause 6.1 do not apply to any disclosure:
a for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
b required by law (including under the rules of any stock exchange);
c of Confidential Information which:
i is publicly available through no fault of the recipient of the Confidential Information or its personnel; or
ii was rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or
d 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 6.
Return of information: Except to the extent that a party has ongoing rights to use Confidential Information, a party must, at the request of the other party following the expiry or termination of the Agreement, promptly return to the other party or destroy all Confidential Information of the other party in the recipient party’s possession or control.
7 LIABILITY
Maximum liability: The maximum aggregate liability of the Supplier under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed the Fees paid and/or payable by the Client/Member under the Agreement for Services properly provided in accordance with the Agreement.
Unrecoverable loss: Except for the Client’s/Member's liability to pay the Fees, neither party is liable to the other under or in connection with the Agreement for any loss of profit, data, savings, business, revenue, and/or goodwill, or any indirect, consequential, incidental or special loss or damage of any kind.
Unlimited liability:
a Clauses 7.1 and 7.2 do not apply to limit the Supplier’s liability for:
i personal injury or death;
ii fraud or wilful misconduct; or
iii breach of clause 6.
b Clause 7.2 does not apply to limit the Client’s liability for those matters stated in clauses 7.3ai to 7.3aiii.
7.4 No liability for the other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent the failure is directly caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
7.5 Mitigation: 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 the Agreement.
8 TERM AND TERMINATION
8.1 Duration: session times booked
8.2 No fault termination: Either party may terminate the Agreement on no less than 24hours prior notice to the other party, unless unforeseen circumstances
8.3 Other termination rights: Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
a has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason; or
b is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
8.4 Consequences of expiry or termination:
a Expiry or termination of the Agreement does not affect each party’s rights and obligations accrued before the expiry or termination date.
b The Client must pay for Services provided of session date
8.5 Obligations continuing: Clauses which, by their nature are intended to survive expiry or termination, including clauses 6, 7 and 8, continue in force.
9 DISPUTES
9.1 Good faith negotiations: Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
9.2 Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute. 9.3 Right to seek relief: This clause 9 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
10 GENERAL PROVISIONS
10.1 Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
a immediately notifies the other party and provides full information about the Force Majeure;
b uses best endeavours to overcome the Force Majeure; and
c continues to perform its obligations as far as practicable.
10.2 Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
10.3 Independent contractor: The Supplier is an independent contractor of the Client. No other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
10.4 Notices: A notice given by a party under the Agreement must be delivered via email to an email address notified by the other party for this purpose.
If the notice is given under clause 8, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at the other party’s last known physical address.
10.5 Severability: Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.
10.6 Variation: Any variation to the Agreement must be in writing and signed by both parties.
10.7 Entire Agreement: The Agreement sets out everything agreed by the parties relating to the Services 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 the Agreement that is not expressly set out in the 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, and13 of the Fair Trading Act 1986, and it is fair and reasonable that the parties are bound by this clause 10.7.
10.8 Subcontracting and assignment: Neither party may assign, subcontract or transfer any right or obligation under the Agreement without the prior written approval of the other (not to be unreasonably withheld). The first party remains liable for its obligations under the Agreement despite any approved assignment, subcontracting, or transfer.
10.9 Law: The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non- exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Agreement.
10.10 Counterparts: The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A party may enter the Agreement by signing and sending (including by email) a counterpart copy to the other party.
Alex Bowles (Shine Naturally Kinesiology) cannot and does not give any guarantees on results of health and wellbeing or earnings with our information, courses, masterclasses, coaching, plans, tools, or strategies.
You recognise and agree that nobody and nothing part of Alex Bowles (Shine Naturally Kinesiology) brand has made any implications, warranties, promises, suggestions, projections, representations or guarantees whatsoever to you about future health and wellbeing results or earnings with our information, courses, masterclasses, coaching, plans, tools, or strategies, or coaching from Alex Bowles, and that we have not authorized any such implication, promise, or representation by others. There are no guarantees of results or future health and wellbeing outcomes.
11 CURRENT OFFERS
10% off all of June 2023 for first time bookings on ONLINE Wellbeing Kinesiology Sessions.
Celebrate my new website, by booking an in-person wellbeing session until 14th June 2023 and receive a free Colour Remedy worth $40 NZD.
This can not be used in conjunction with any other promo of Shine Naturally. Free delivery within New Zealand, postage applies for overseas customers.
