The following terms and conditions apply to all services provided by EDJE Strengths Associates Limited to any client and constitute the contract to be provided by EDJE to the client.

1.  Definitions
1.1  “Client” means any individual or organisation to whom EDJE provides the Services.
1.2  “Clifton Assessment Code” means a single use code supplied by EDJE to the Client, to allow the Client to access and complete a Clifton online assessment.
1.3  “Contract” means these Terms and Conditions of Service.
1.4  “Coach” means a trained and accredited person working on behalf of EDJE to deliver Coaching to Clients.
1.5  “Coaching” means one to one coaching, group coaching, work place coaching and training or facilitation for Clients, and where applicable includes mentoring or supervision services provided to Clients.  For the avoidance of doubt, Coaching is not psychological counselling or any type of therapy, and should not be construed as such.
1.6  “EDJE” means EDJE Strengths Associated Limited.
1.7  “Fee” means the amount payable for the Services, as set out in this Contract.
1.8  “Services” means provision of strength-based training, supervision, Coaching (as defined above) and workshops to Clients as requested and/or required by their circumstances, including tailored consultancy and the purchase and supply of Clifton Assessment Codes. 

2. Acceptance

2.1  The Client must make full payment of the invoice received from EDJE prior to commencement of the Services, in order to confirm their acceptance. 
2.2 Upon acceptance by the Client, the terms and conditions in this Contract are final and can only be revoked in accordance with the Contract.
2.3 Unless otherwise specified, the date of activation or first use of the CliftonStrengths Assessment Code shall be deemed to be the commencement date of the Services.

3. Services

3.1  The Services are those services as defined above, and as described on any invoices, quotations and/or other related documents provided to the Client by EDJE from time to time.
3.2 Unless clause 3.3 applies to the Client, the Consumer Guarantees Act 1993 applies to this Contract and does not affect the Client’s rights under that Act.
3.3 If the Client is in business and receiving the Services from EDJE for use in that business, the Consumer Guarantees Act 1993 will not apply to this Contract.

4.  Confidentiality

4.1   Personal information or business information supplied to EDJE by the Client in coaching sessions will be treated as confidential. It will not be disclosed to a third party without the Client’s prior permission, save where required by law.
4.2  Whereby EDJE’s Services have been purchased/contracted by a third party for or on behalf of a Client, all parties must enter into an agreement, prior to delivery of the Services, which sets out EDJE’s right to share the Client’s progress with the third party, and how EDJE will comply with its privacy policy and applicable legislation.
4.3  EDJE will ensure the Client’s privacy and seek written permission before disclosing they are a Client to any third party.
4.4  All personal information relating to the client will be held, accessible and able to be corrected in accordance with the Privacy Act 1993.

5.  Client Responsibility & Commitment

5.1  The Client agrees that in return for receiving the Services from EDJE, it is responsible for paying for the Services as set out in this Contract. 
5.2  By purchasing the Services from EDJE, the Client warrants that:
       (i) He/she is legally capable of entering into binding contracts; and
       (ii) He/she is at least 18 years old.
5.3  The Client understands that the coaching results are dependent on his/her actions. The Client enters into coaching with the full understanding that he/she is wholly responsible for his/her own physical, mental and emotional well-being, decisions, choices, actions and results.
5.4  The Client agrees that, to the extent permitted by law, EDJE is not liable for any loss or damage resulting from the provision of the Services to the Client
5.5 EDJE’s liability under this Contract will in any event be limited to the total value of the Services provided to the Client.

6.  EDJE Strengths Associates Ltd Responsibility

6.1   The relationship between Coach and Client is “co-creative”, meaning both are equals in the coaching process. EDJE will seek to enable the Client to set and achieve goals that will help to bring about desired outcomes for the Client.
6.2  EDJE will adhere to industry standard best practice, including ongoing professional development and training.
6.3  EDJE will actively seek feedback from Clients as part of professional practice. Qualitative evaluations will be carried out ensuring relevance and efficacy and embedded coaching and training practices are guided by best practice policy and procedures.

7.  Fees/ Payments

7.1   At EDJE’s sole discretion, the Fee shall be either:
(a)   The Fee as indicated on the invoices provided by EDJE to the Client in respect of Services to be supplied; or
(b)   EDJE’s quoted Fee, which shall be binding upon EDJE provided that the Customer accepts the quotation in writing within fifteen (15) working days of receiving it.
7.2   EDJE may, by giving notice to the Client (verbally or otherwise) at any time before Supply of the Services increase the Fee to reflect any variations to the Services that are beyond the reasonable control of EDJE and that increase the cost of the Services be more than 10% of the quoted Fee.
7.3   Payment for the Services shall be due within seven working days of the date of the relevant invoice, unless otherwise agreed in writing between EDJE and the Client.
7.4   Payment may be made by direct debit, direct credit or any other method as agreed between the Client and EDJE. 
7.5   The Fee shall be increased by the amount of GST which may be applicable, except to the extent that GST is expressly included in any quotation provided by EDJE.
7.6   EDJE reserves the right to charge default interest at a rate of 10% per annum for all overdue amounts.  Interest shall become payable from the day after the date on which payment was due. 
7.7   EDJE Strengths Associates Ltd reserve the right to charge overdue payment penalties and or collection costs.

8.  Intellectual Property

8.1  Intellectual Property belonging to either EDJE or the Client prior to entering into this Contract shall remain the property of that party.
8.2 The Client warrants that any intellectual property supplied to and used by EDJE in the course of the supplying the Services does not infringe the rights of any third party.
8.3 No trademarks of other intellectual property belonging to EDJE shall be used by the Client for any purposes without the prior written consent of EDJE.  Where consent is provided the relevant intellectual property must be reproduced correctly.

9.  Cancellations

9.1   In the event the Client decides to cancel the Services with EDJE prior to the commencement date, 35% of the Fee is not refundable (and may include the cost of any Strengths Assessment Codes used).
9.2  EDJE reserves the right to charge the Client a reasonable fee in the event of missed appointments or by lack of notification of less than 24 hours to reschedule Coaching.
9.3  If the Client notifies EDJE that he/she wishes to reschedule the Coaching, the Client acknowledges and agrees that EDJE cannot guarantee it will be able to reschedule at the Client’s preferred date and time.
9.4  EDJE will endeavour to deliver Coaching as agreed, however it reserves the right to reschedule if required.   In that event no additional fees will apply.

10. Terminations

10.1  Subject to clause 10.2, either party may terminate this Contract by providing one months’ written notice to the other party.
10.2 EDJE may terminate this Contract immediately by giving notice to the Client if:
(a)   The Client breaches its obligations under the Contract, including but not limited to failing to make payment of monies owed; or
(b)  In the event the Client is declared bankrupt, goes into liquidation, has a receiver or statutory manager appointed, or (if a company) is wound up otherwise than for the purpose of a restructure. 
10.3 On termination of this Contract by either party, the Client will:
(a)  Cease to use all intellectual property belonging to EDJE; and
(b)  Return (without retaining copies) all materials, notes, data, instructions and other papers that EDJE has supplied to the Client or which contain EDJE intellectual property.
10.4 The Client shall be liable to EDJE in the event that any damage arises to EDJE as a result of the continued use, by the Client, of any intellectual property owned by EDJE, following termination.
10.5 The Client is liable for all Fees owing up to the date of termination. 

11. General

11.1 If any provision of this Contract is determined to be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
11.2  This Contract shall be governed by, and is to be determined under, New Zealand law.
11.3 The Client must not transfer any of his/her rights and obligations under this Contract to any other person without EDJE’s prior written consent.
11.4 Neither party shall be liable for any default due to any act of God, terrorism, war, strike, lock out, industrial action, flood, storm or other event beyond its reasonable control.
11.5 EDJE can send notices to the Client using the email address provided. Notices are deemed received the day after they are sent.
11.6 Any clauses that are intended to have effect after termination continue to have effect. This includes clauses 4 and 8.
11.7 EDJE reserves the right to review these terms and conditions at any time and from time to time.  If, following any such review, there is to be any change to the terms and conditions, EDJE shall notify the customer in writing and advise the date on which the change/s will take effect.