Terms and Conditions of Coaching — download a copy or read below.
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Terms and Conditions of Coaching

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TERMS AND CONDITIONS OF COACHING

1. The DNA Project (2016) Limited (trading as The DNA Project) is a New Zealand registered company.

1.1 The name that will appear on any written communication (including by email) or invoice or quotation or schedule or statement from The DNA Project (2016) Limited will be The DNA Project.

DEFINITIONS
2. Coaching means coaching or consulting (including but not limited to pre-coaching or preliminary consultation) or mentoring or training or goods or services provided by The DNA Project.

2.1 Coaching is not counselling of any type (including but not limited to psychological counselling) or any type of therapy or any form of mediation between two or more people or any type of medical intervention and should not be construed as such. 

2.2 You acknowledge that you have not engaged The DNA Project to provide counselling of any type (including but not limited to psychological counselling) or any type of therapy or any form of mediation between two or more people or any type of medical intervention.

2.3 Coaching period means the elapsed time or time required to complete a session(s) or consultation(s) or package(s) or programme(s) provided by The DNA Project, whether or not the session is a consultation or a pre-coaching or preliminary consultation or the session(s) or package(s) or programme(s) include any consultation(s) or pre-coaching or preliminary consultation(s).

2.4 Session or consultation means the provision of coaching to you by The DNA Project through one conversation or meeting or consultation.

2.5 Sessions or consultations or package(s) or programme(s) means the provision of coaching to you by The DNA Project through more than one conversation or meeting or consultation or a series of conversations or meetings or consultations, whether or not regular.

2.6 Site means The DNA Project website and online shop (if any) and includes any online account with The DNA Project and any means of electronic communication with The DNA Project, including but not limited to email.  The DNA Project maintains the site for information, sales and marketing, and communication purposes.

2.7 You/Your includes any legal person or entity and any person or agent acting for you or on your behalf, or for whom you are acting.

WHERE TERMS AND CONDITIONS OF COACHING APPLY
3. Completing any preliminary step towards, booking, ordering or participating in coaching subject to terms and conditions — Completing any preliminary step towards or booking or ordering or participating in coaching provided by The DNA Project is subject to these terms and conditions of coaching and any agreement that may be entered into between you and The DNA Project.

3.1 By completing any preliminary step towards or booking or ordering or participating in coaching provided by The DNA Project, you represent that you have read, understood and accepted, without limitation or qualification, these terms and conditions of coaching and agree to be bound by them. 

3.2 Booking or ordering or participating in coaching provided by The DNA Project constitute legal offers to purchase and are capable of being accepted by The DNA Project without any further reference to you.  The DNA Project reserves the right to accept or reject any such offer made by you for any reason.  An agreement to purchase coaching from The DNA Project comes into existence only when The DNA Project, whether orally or in writing (which may be by email) or through an online or electronic communication (which may be on or through the site), accepts your booking or order or agrees to you participating in coaching provided by The DNA Project. 

3.3 Agreement subject to terms and conditions — These terms and conditions of coaching shall form part of any agreement entered into between you and The DNA Project, whether or not these terms and conditions of coaching are expressly referred to in or attached to any such agreement.

3.4 Use of site subject to terms and conditions — Your use of the site is subject to these terms and conditions of coaching, in addition to The DNA Project’s Terms of Use — Website and Privacy Policy, which are accessible from the site .  By accessing, using, browsing, downloading from or uploading to the site, you accept, without limitation or qualification, these terms and conditions of coaching, The DNA Project’s Terms of Use — Website and The DNA Project’s Privacy Policy, and agree to be bound by them. 

3.5 If you wish to link to any part of the site from another website or communication platform, including but not limited to an email or social networking account or platform, you must first obtain The DNA Project’s written consent (which may be by email).

RESTRICTIONS
4. Your age — You confirm that, at the time of entering into any agreement with The DNA Project, you:
a.  have reached the age of 20 years; and
b.  if you are acting on behalf of or as an agent of another or others:
i.  you have lawful authority to do so; and
ii. every person upon whose behalf you are acting (whether or not as an agent) has reached the age of 18 years.

4.1 Attempt to change terms and conditions shall be null and void — You shall not alter or amend or supplement (including by addition or deletion or revision) any of these terms and conditions of coaching, The DNA Project’s Terms of Use — Website or The DNA Project’s Privacy Policy, whether or not by using a document that purports to be an agreement between you and The DNA Project.  Any attempt to do so shall be deemed to be null and void and The DNA Project shall immediately invoke any provisions of these terms and conditions of coaching or The DNA Project’s Terms of Use — Website or The DNA Project’s Privacy Policy relating to termination.

INTELLECTUAL PROPERTY RIGHTS
5. Meaning of “materials”Materials includes but is not limited to the processes, techniques, presentations, methodologies, models, precedents, logos, trademarks, content, graphical or pictorial representations, information, text, images, illustrations, photographs, diagrams, materials, writings, and audio and video used by The DNA Project, and any related digital or electronic file, in any coaching, activities, exercises, tasks, assignments, materials, sessions, packages, programmes, goods or services or otherwise, whether presented in print or electronic or any other format, including on The DNA Project’s website or social sharing or communication platforms.

5.1 Intellectual property rights — You have no right to and you must not at any time use, copy, alter or reproduce any of the materials in any manner, shape or form or store the materials in or introduce the materials into a physical, electronic or other retrieval or archiving system.  You have no right to and you must not at any time publish, republish, print, reprint, package, report, advertise, forward or transmit the materials in any manner, shape or form or by any means howsoever (including by email, electronic, mechanical, photocopying, recording or otherwise) or upload or download the materials to a third party or to another website or communication platform (whether or not electronic and whether or not for social sharing or commentary or other purposes), or by way of trade or otherwise lend, gift, give away, donate, sell, resell, hire out, auction, license, assign, transfer or otherwise circulate, distribute, attribute, or disseminate the materials or use the materials in any manner or for any means personal, public, political, commercial, social, or for any other purpose whatsoever.  You shall ensure that none of your servants, agents, assigns, employees, successors, or any related legal entity, body or person, breach this clause.

5.2 Trademarks — The following trademarks and logos (trademarks) are trademarks of The DNA Project: “Do what you do best. Better.™”, “Dream. Nurture. Achieve.™”, “Success. Empowered.™”, “The DNA Individual™”, “The DNA Partnership™”, “The DNA Team™”, “The DNA Community™”, “The DNA Employee™”, “The DNA Academy™”, “The DNA Key™”, “The DNA Incubator™”, “The DNA Accelerator™”, “The DNA Rocket™”, and “The DNA Designer™” and associated text, images and graphical representations, whether or not used in conjunction with the aforementioned words and whether or not containing the trademark symbol ™.  “The DNA Project®” and the “empowering success®” logos are registered trademarks of Trent Grace, used under license by The DNA Project.  Nothing contained in any materials provided to you by The DNA Project or in any communication to you from The DNA Project or on the site or social sharing or commentary platforms should be construed as granting, by implication, estoppel or otherwise, any license or right of use of any trademark of The DNA Project, whether or not used under license by The DNA Project.

5.3 Except where expressly or impliedly attributed to another intellectual property holder or owner, all right, title and interest in the intellectual property of the materials shall, at all times, remain the exclusive property of The DNA Project and is protected by New Zealand and international law.  Nothing in these terms and conditions of coaching shall constitute any licence of intellectual property rights to you.

5.4 Gallup®, StrengthsFinder®, Clifton StrengthsFinder® and CliftonStrengths™ and each of the 34 CliftonStrengths™ theme names are trademarks of Gallup, Inc.  All rights reserved. 

5.5 The photographs and pictorials used to illustrate the CliftonStrengths™ talent themes are used by The DNA Project under license from http://www.istockphoto.com/nz. 

5.6 You shall indemnify and keep The DNA Project indemnified in respect of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by The DNA Project in the event of your actual or anticipatory breach of any intellectual property rights of or asserted by The DNA Project.

INDEMNIFICATION
6. You agree that you will not hold The DNA Project responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by you or by any other person or entity in the event of any mental, physical, or emotional stress or distress (or other ailment or condition) or otherwise caused either directly, indirectly, incidentally or consequentially in relation to any coaching provided by The DNA Project, or for anything done or not done by you (or done or not done by another person or entity), including but not limited to your failure (in whole or in part) to achieve a specific and agreed goal or goals or your failure to achieve (in whole or in part) a desired outcome or outcomes, caused either directly, indirectly, incidentally or consequentially in relation to any coaching provided by The DNA Project.  You shall indemnify and keep The DNA Project indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

6.1 You shall indemnify and keep The DNA Project indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by The DNA Project as a direct, indirect, incidental or consequential result of or in connection with your breach (actual or anticipatory) of any agreement entered into or purported to be entered into between you and The DNA Project or of any of these terms and conditions of coaching or any negligent act or omission by you, or use or misuse of the site or violation of another site user’s rights by you or by anyone using your user details whether with or without your express authorization.

NO WARRANTIES GIVEN
7. The DNA Project makes no representation or warranty to you that any of the coaching or methods or processes or techniques or materials or goods or services used by The DNA Project or provided to you by The DNA Project will work for your particular circumstances or assist you to achieve (in whole or in part) any goal, strategy, action or otherwise you set or to achieve (in whole or in part) any outcome or otherwise you desire.  You will not hold The DNA Project responsible for your failure to achieve (in whole or in part) any goal, strategy, action or otherwise you set or to achieve (in whole or in part) any outcome or otherwise you desire. 

GALLUP® CLIFTONSTRENGTHS™ ACCESS CODE
8. Access code subject to Gallup® terms and conditions — Any access code provided to you by The DNA Project to access and undertake any online Gallup® CliftonStrengths™ assessment (access code) shall be subject to Gallup Inc’s terms and conditions.

8.1 Use of access code — Unless as otherwise stipulated or permitted or required by The DNA Project or Gallup Inc, you shall not disclose to any person or entity any access code provided to you by The DNA Project or Gallup Inc.  The access code shall be used only by you and shall be used by you only once, unless as otherwise stipulated or permitted or required by The DNA Project or Gallup Inc.  You shall be solely responsible for all activities, authorized or unauthorized, lawful or unlawful, which take place using the access code.  The DNA Project shall be entitled to proceed on the basis that any activities undertaken using the access code have been undertaken by you and with your authorization and in accordance with these terms and conditions of coaching and Gallup Inc’s terms and conditions. 

8.2 Indemnification — You will not hold The DNA Project responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands caused or suffered or incurred or experienced or brought by you (or any other person or entity) as a direct, indirect, incidental or consequential result of or in connection with the use or misuse of the access code.  You shall indemnify and keep The DNA Project indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

8.3 You shall indemnify and keep The DNA Project indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by The DNA Project as a direct, indirect, incidental or consequential result of or in connection with your use or misuse of the access code, whether or not as a result of any intentional or negligent act or omission by you (or any other person or entity) or howsoever arising or caused.

COACHING MATERIALS
9. The DNA Project may, by agreement with you, provide to you materials in print or electronic or other format, and you agree to pay to The DNA Project any and all fees and disbursements for the said materials.  The DNA Project may, in its absolute discretion, provide to you materials in print or electronic or other format as part of, and included within the fees and disbursements of, the coaching.

PRICING AND PAYMENT
10. Prices — All fees and disbursements are stated and are payable in New Zealand dollars (NZD). 

10.1 Taxes — All fees and disbursements are inclusive of New Zealand Goods and Services Tax at the rate of 15% where applicable, unless stated otherwise.

10.2 Variation — The DNA Project may vary its fees and disbursements at any time without notice.

10.3 Method of payment — Payment by you to The DNA Project shall be made by:
a.  Visa or MasterCard (debit or credit) or EFTPOS;
b.  by direct payment into The DNA Project bank account; or
c.  where permitted, through the site.    
10.4 Payment by third party — In situations where a third party pays any fees and disbursements to The DNA Project, the third party constitutes an agent acting for you or on your behalf and any reference to you in these terms and conditions of coaching, in any agreement entered into between you and The DNA Project and in any communication, schedule, quotation, invoice or statement, shall be deemed to also be a reference to and include and apply to the third party.

10.5 When payment(s) due for goal setting session or consultation — Payment by you to The DNA Project of any fees and disbursements for a goal setting session(s) or consultation(s), whether or not as a preliminary requirement to enrolling in any goal coaching programme or package provided by The DNA Project, shall be made on a session-by-session or consultation-by-consultation basis and before or at the time each relevant session or consultation takes place but before the conclusion of each relevant session or consultation (or within 7 days of the relevant session or consultation otherwise having been deemed by The DNA Project to have taken place or commenced in the event of less than 24 hours’ notice having been given by you to The DNA Project of your wish or need to cancel or reschedule the session or consultation in accordance with clause 12.8), subject to any other fees or reasonable disbursements being invoiced to you by The DNA Project in relation to the session(s) or consultation(s) or any other coaching provided.

10.5.1 When payment(s) due for The DNA Designer™ goal coaching programme — Payment by you to The DNA Project of any fees and disbursements for The DNA Designer™ goal coaching programme shall be made on a session-by-session or consultation-by-consultation basis and before or at the time each relevant session or consultation takes place but before the conclusion of each relevant session or consultation (or within 7 days of the relevant session or consultation otherwise having been deemed by The DNA Project to have taken place or commenced in the event of less than 24 hours’ notice having been given by you to The DNA Project of your wish or need to cancel or reschedule the session or consultation in accordance with clause 12.8), subject to any other fees or reasonable disbursements being invoiced to you by The DNA Project in relation to the session(s) or consultation(s) or any other coaching provided.

10.5.2 When payment(s) due for goal coaching other than for The DNA Designer™ goal coaching programme — Payment by you to The DNA Project of any fees and disbursements for any goal coaching programme or package other than The DNA Designer™ goal coaching programme shall be made in full (for the relevant programme or package) and by the due date specified on any invoice provided to you by The DNA Project, being a date before the date of commencement of the relevant programme or package, subject to any other fees or reasonable disbursements being invoiced to you by The DNA Project in relation to the session(s) or consultation(s) or programme or package or any other coaching provided.  Places on a goal coaching programme or package other than The DNA Designer™ cannot be held without payment.

10.6 When payment(s) due for strengths coaching Unless otherwise agreed in writing between you and The DNA Project, payment by you to The DNA Project of any fees and disbursements for any strengths coaching shall be made in full and by the due date specified on any invoice provided to you by The DNA Project, being a date before the date of commencement of the relevant programme or package, subject to any other fees or reasonable disbursements being invoiced to you by The DNA Project in relation to the programme or package or any other coaching provided.  Unless otherwise agreed in writing between you and The DNA Project, places on a strengths coaching programme or package cannot be held without payment. 

10.7 Restrictions on payment in advance — Coaching must, unless otherwise agreed between you and The DNA Project and whether or not agreed in writing (which may be by email), commence within 6 months of advance payment of the relevant session or package or programme (except for leap years, where 29 February shall be calculated from 28 February) otherwise The DNA Project may, in its absolute discretion, forfeit and not refund to you the amount so paid by you to The DNA Project.

10.8 Cancellation and refund policy — Subject to the termination policy (clause 13 below) and any provision to the contrary herein, fees, including any deposits, and disbursements once paid by you to The DNA Project are non-refundable.  If you are unable to attend a booked session or programme or package, you may, upon written notice to The DNA Project (which may be by email), reschedule the session or programme or package to commence within 6 months of the date the session would otherwise have taken place or the programme or the package would otherwise have commenced (noting that in leap years, 29 February shall be calculated from 28 February).  In all other respects, and subject to clause 10.8.1 below, any fees, including any deposits, and disbursements paid by you to The DNA Project are non-refundable.

10.8.1 The DNA Project reserves the right to cancel sessions, programmes and packages if necessary and without providing a reason.  In the event this happens, you may be offered a transfer to any equivalent or suitable future session or programme or package provided by The DNA Project within 6 months of the cancellation (noting that in leap years, 29 February shall be calculated from 28 February) and The DNA Project will reimburse to you the difference in fees and disbursements, otherwise paid, between the cancelled session or programme or package and the session or programme or package to which you have transferred.  In the event The DNA Project cancels a session or programme or package and is not able to offer to you a transfer to any equivalent or suitable future session or programme or package, The DNA Project will, subject to the termination policy (clause 13 below) and any provision to the contrary herein, reimburse to you any fees, including deposits, and disbursements otherwise paid by you to The DNA Project in relation to the cancelled session or programme or package.

10.9 Recovery of overdue amounts — If payment of any fees and disbursements owing by you to The DNA Project has not been made by you and received by The DNA Project within 7 days of the due date, The DNA Project reserves the right to commence legal proceedings against you to recover from you any overdue amounts.

10.10 Where The DNA Project commences legal proceedings against you to recover from you any overdue amounts, you shall be responsible to The DNA Project for any associated legal or other fees and/or collection costs.  The DNA Project reserves the right to notify any debit collection/credit reporting agency of your default.

10.11 Interest on late payment of moneys due — If you fail to pay to The DNA Project the amounts owing by you to The DNA Project, you shall, in addition, pay to The DNA Project interest at a rate of 2.5% per annum on all moneys outstanding, calculated on and from the dates on which the moneys were due from you to The DNA Project.  Such moneys together with the interest shall be a debt due from you to The DNA Project.

ERRORS OR OMISSIONS AND CHANGES TO TERMS AND CONDITIONS
11. Errors or omissions — While The DNA Project will endeavour to ensure that the information or content or materials provided or presented or represented or communicated to you in any form, including on or through but not limited to the site (information), is free from errors and omissions, The DNA Project does not warrant the accuracy or adequacy or completeness or currency or reliability or security or timeliness of that information.  The DNA Project shall not be responsible and shall not be liable for any error in or omission from that information whether or not The DNA Project is aware of the error or omission.  You are solely responsible for any actions you take in reliance on the content or material or information on or accessed through the site.

11.1 The DNA Project reserves the right at any time to correct all errors and omissions (whether clerical, computational or otherwise) in information and without notice.  The DNA Project may change the content or material or information or services described on the site at any time and without prior notice.

11.2 Changes to terms and conditions — The DNA Project reserves the right to change these terms and conditions of coaching, The DNA Project’s Terms of Use — Website and The DNA Project’s Privacy Policy, at any time and without notice.  The terms and conditions of coaching, The DNA Project’s Terms of Use — Website and The DNA Project’s Privacy Policy as changed shall apply from the date of the change.  By continuing to use the site after any such change, you are deemed to have agreed to the amended Terms of Use — Website or the amended Privacy Policy.  By continuing to complete any preliminary step towards, book, order or participate in any coaching provided by The DNA Project, you are deemed to have agreed to the amended terms and conditions.

COACHING PROTOCOL
12. Understanding — You understand that The DNA Project shall provide coaching to you in accordance with the following protocol.

12.1 The DNA Project may recommend or suggest to you that you seek an alternative service provider more suitable to your needs.  It is your responsibility to decide whether or not to follow any recommendation or suggestion made to you by The DNA Project.  The DNA Project does not accept any responsibility or liability for the outcome of any decision you choose to make including in relation to any recommendation or suggestion made to you by The DNA Project. 
12.2 The DNA Project may seek to enable you to set and achieve a goal or goals that will assist the attainment of an outcome or outcomes desired by you or which will, over a period of time, facilitate the attainment of an outcome or outcomes desired by you.  You acknowledge that throughout, and after the conclusion of, any coaching provided to you by The DNA Project, you retain sole responsibility for the decisions you make, the goal(s), strategy/strategies and action(s) you set, the approach you take, your attitude and commitment and the progress you make, and how you use any knowledge, awareness and tools you gain from the coaching.  The DNA Project will endeavour to support and empower you to set and achieve your goal or goals or the outcome or outcomes you desire.  You acknowledge and understand that the journey you take and the destination you reach is ultimately your responsibility.

12.3 As part of the coaching process, The DNA Project may request written feedback from you (which may be by email).  You are not obliged to provide any feedback but any feedback that you do provide is welcome, encouraged and appreciated and may be used to improve the quality of the coaching provided by The DNA Project and for marketing purposes (including on or through the site).
12.4 The DNA Project will assist you to determine the most suitable coaching for your specific requirements.  The number and type of sessions or the type of package or programme to be provided to you by The DNA Project will be agreed between you and The DNA Project.  When no specific number of sessions is agreed between you and The DNA Project, the sessions will be provided on a session-by-session basis by agreement between you and The DNA Project as and when required. 

12.5 Session/sessions — A session will take place between you and The DNA Project at mutually agreed places and times during the coaching period and may be carried out in person (face-to-face) or over a telephone or through an audio and/or video conferencing platform agreed between you and The DNA Project (you will call or connect to the coach assigned to you by The DNA Project at the designated time).

12.6 Where coaching takes place at a mutually agreed venue other than at the offices of The DNA Project, you may be liable for any costs incurred by The DNA Project to participate in that session and to be present at that venue, including but not limited to reasonable travel and accommodation expenses and other disbursements and incidentals. 

12.7 Session times — You must be on time for a session and all sessions, whether the session or sessions take place in person or by using a telephone or conferencing platform.  A session time may be changed by you only if you give to The DNA Project no less than 24 hours’ notice of your wish or need to cancel or reschedule a session time, unless in the case of an unexpected and unavoidable occurrence (as determined by The DNA Project in its sole discretion).  If you regularly or consistently cancel or reschedule sessions during the coaching period, The DNA Project may, in its absolute discretion, terminate, on notice to you, any coaching agreed to be provided by it to you and the provisions below relating to termination shall apply.

12.8 The DNA Project may, in its absolute discretion, deem a session or consultation to have taken place if less than 24 hours’ notice is given by you to The DNA Project of your wish or need to cancel or reschedule the session or consultation, unless in the case of an unexpected and unavoidable occurrence (as determined by The DNA Project in its sole discretion).  In such a case, The DNA Project is not required to reschedule the session or consultation and you shall be liable to pay to The DNA Project any fees and disbursements in relation to that session or consultation.

12.9 If The DNA Project is required to cancel or reschedule a coaching session for any reason, the session will be rescheduled at a time agreed between you and The DNA Project.  The DNA Project will endeavour to give you no less than 24 hours’ notice.  In the event that The DNA Project is not able to give you no less than 24 hours’ notice, you will not hold The DNA Project responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by you (or any other person or entity) caused either directly, indirectly, incidentally or consequentially in relation to The DNA Project not being able to give you no less than 24 hours’ notice of its requirement to cancel or reschedule a session.  You shall indemnify and keep The DNA Project indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

12.10 Lateness — Fees and disbursements for any coaching will commence at the relevant session’s start time as agreed in advance between you and The DNA Project, not when you arrive for a face-to-face session or place your telephone or conferencing call with The DNA Project.  This provision shall not derogate from your liability under clause 12.6 to pay to The DNA Project any costs incurred by The DNA Project to participate in that session, including but not limited to reasonable travel and accommodation expenses and other disbursements and incidentals, where coaching takes place at a mutually agreed venue other than at the offices of The DNA Project.  Agreed session times cannot overrun unless, in its absolute discretion, The DNA Project agrees otherwise.  The DNA Project reserves the right to coach you only for the time allocated for the session (namely, the session’s specific start and end times) as agreed in advance of or during the session between you and The DNA Project.  Refunds of fees and disbursements will not be given where actual session times are shorter than otherwise agreed between you and The DNA Project due to your lateness in attending the session.  For the avoidance of doubt, you will be liable for the full fees and disbursements relating to a session in the event you are late attending it and, in such circumstances, no discounts will be offered to you by The DNA Project for any shortfall in the time made available or used for the session.  The DNA Project reserves the right to charge and invoice you on a pro-rata basis for any extension to the session’s otherwise allocated period of time where such extension is or has been agreed between you and The DNA Project, whether orally or in writing (which may be by email).

12.11 Engagement of coach — The DNA Project shall arrange to provide coaching to you during the coaching period at mutually agreed times and places.  The DNA Project shall endeavour to make one coach available to you for the entire period.  The DNA Project may, in its absolute discretion, arrange for a substitute duly qualified coach to replace another otherwise assigned coach for all or any of the sessions if that otherwise assigned coach is unavailable for all or part of the coaching period, and such substitute coach shall thereafter be deemed to be the otherwise assigned coach for the purposes of these terms and conditions of coaching or any agreement entered into between you and The DNA Project.

12.12 Training of coaches — The DNA Project warrants that the neuroscience-based coaches that it provides to you for specific neuroscience-based coaching have completed coach training with Results Coaching Systems (provided through the NeuroLeadership Institute) and are reasonably capable of performing the coaching activities.  The DNA Project warrants that the strengths-based coaches that it provides to you for specific strengths-based coaching have completed coach training with and are accredited by Strengths Network South Pacific and are reasonably capable of performing the coaching activities.

12.13 Preparation for sessions — You agree to use reasonable endeavours to perform all actions or tasks or exercises or assignments or activities forming part of the coaching and to carry out any act, matter or thing in preparation for future coaching sessions as determined by you, whether or not in conjunction with The DNA Project.  There may be occasions where, despite your reasonable endeavours, you are unable to perform all actions or tasks or exercises or assignments or activities forming part of the coaching or to carry out any act, matter or thing in preparation for future sessions as determined by you, whether or not in conjunction with The DNA Project.  If you refuse or are unable to carry out such actions or tasks or exercises or assignments or activities or acts or matters or things, The DNA Project will endeavour to support and empower you to identify and make the breakthroughs you require to move forward and to carry out such actions or tasks or exercises or assignments or activities or acts or matters or things as deemed by you, and whether or not in conjunction with The DNA Project, as being reasonably necessary or required for your success.  The DNA Project reserves the right to terminate any agreement entered into between you and The DNA Project after consultation with you if you and The DNA Project agree that the coaching of you by The DNA Project is no longer appropriate for you and the provisions below relating to termination shall apply.  You acknowledge that you are responsible for your own progress during and after the coaching period.

12.14 The DNA Project may recommend or suggest to you certain and various actions or tasks or exercises or assignments or activities to complete between coaching sessions.  There is no obligation to complete the actions or tasks or exercises or assignments or activities but by not doing so you acknowledge that it may slow or hamper your progress and the achievement of your specific and agreed goal or goals or the attainment of the outcome or outcomes you desire.  The DNA Project may request that you submit actions or tasks or exercises or assignments or activities or other relevant information to The DNA Project prior to the session in which they are to be discussed.  There is no obligation to do so but by not doing so you acknowledge that it may slow or hamper your progress and the achievement of your specific and agreed goal or goals or the attainment of the outcome or outcomes you desire.

12.15 Where materials have been provided to you by The DNA Project, you shall use reasonable endeavours to ensure that you bring to or have available for or at any session the materials relevant to that session, which may or may not include actions or tasks or exercises or assignments or activities you have completed on an earlier occasion that may be relevant to any or all sessions.

12.16 Coaching methods — You acknowledge that any coaching provided to you by The DNA Project may be personally, emotionally and physically challenging and that there may be occasions on which you will feel emotional challenges — including frustration, annoyance, disappointment or stress.  You must make all efforts and schedule all coaching sessions at such times to ensure your peak physical, mental and emotional state and condition necessary for the conduct of the session and shall (if necessary) take all steps to cancel or reschedule any session if you are not well enough to continue.  While the coaching provided by The DNA Project is not a form of counselling or therapy, the neuroscience-based coaching is designed to help you shift your focus from problems to finding your own solutions to those problems.

12.17 Confidential material — As part of the coaching, The DNA Project may need to obtain or become aware of your personal or business details or confidential material relating to you personally or your business.  Subject to The DNA Project’s Privacy Policy, The DNA Project will endeavour to ensure that such information or material is not disclosed to any third party without your consent, except in circumstances as otherwise specified in The DNA Project’s Privacy Policy or where required by law.  To the fullest extent permitted by law, The DNA Project shall not be liable for any direct, indirect, incidental, consequential, special, punitive or exemplary damages or any loss of business, interest, goodwill, revenue, profit, or loss or corruption of data arising out of The DNA Project’s need to obtain your personal or business details or confidential material relating to you personally or your business.

12.18 The DNA Project will respect your privacy and will seek written permission (which may be by email) before disclosing that you are or have been a client.

12.19 All documentation and information relating to you will be held in accordance with the Privacy Act 1993 where required, except as expressly permitted by you in writing (which may be by email) or as required by law.

12.20 Permission to include details on coaching log — You acknowledge and agree that The DNA Project and any coach made available to you by The DNA Project to coach you can include your name, phone number, postal address and email address in its/their logs of coaching hours for coach credentialing, performance monitoring and related purposes.  This information will be treated confidentially and no other information about your coaching will be revealed.

12.21 Restrictions on time to complete package or programme — You must, unless otherwise agreed between you and The DNA Project and whether or not agreed in writing (which may be by email), complete a package or programme within 12 months of the date of commencing the package or programme (except for leap years, where 29 February shall be calculated from 28 February) otherwise The DNA Project may, in its absolute discretion:
a.  refuse to allow you to participate in and/or complete those parts of the package or programme that would otherwise extend beyond the aforementioned 12-month period; and
b.  forfeit and not refund to you any amounts paid in advance for coaching that you would not otherwise complete within 12 months of the date of commencing the corresponding package or programme.

TERMINATION
13. Termination of coaching — The DNA Project may terminate any coaching at any point during and before the end of the coaching period on written notice (which may be by email) to you if:
a.  you fail to perform or observe any agreement entered into between you and The DNA Project or any of these terms and conditions of coaching or if any detail relating to you is incorrect and you fail to remedy such breach within 7 days of a notice in writing (which may be by email) being given to you by The DNA Project requiring you to remedy that failure; or
b.  you fail to perform or observe any agreement entered into between you and The DNA Project or any of these terms and conditions of coaching which is incapable of remedy; or
c.  an insolvency event occurs in relation to you (for instance, you become bankrupt or some arrangement or court order is made or proposed in relation to all or any of your assets); or
d.  exceptional circumstances arise, such as your illness or unavailability due to bereavement or other commitments; or
e.  you behave inappropriately, as determined by The DNA Project in its sole discretion; or
f.  there is an actual or potential conflict of interest; or
g.  for any other reason considered appropriate by The DNA Project in its sole discretion.

13.1 You may terminate any coaching provided to you by The DNA Project at any point during and before the end of the coaching period on written notice (which may be by email) to The DNA Project if:
a.  The DNA Project fails to perform or observe any agreement entered into between you and The DNA Project or any of these terms and conditions of coaching and The DNA Project fails to remedy such breach within 7 days of a notice in writing (which may be by email) being given by you to The DNA Project requiring The DNA Project to remedy that failure; or
b.  The DNA Project fails to perform or observe any agreement entered into between you and The DNA Project or any of these terms and conditions of coaching which is incapable of remedy; or
c.  exceptional circumstances arise, such as your illness or unavailability due to bereavement or other commitments; or
d.  The DNA Project behaves inappropriately, as determined by you in your sole discretion; or
e.  there is an actual or potential conflict of interest; or
f.  for any other reason considered appropriate by you in your sole discretion.

13.2 Either The DNA Project or you may, by agreement and whether or not agreed in writing (which may be by email), terminate any agreement entered into between you and The DNA Project.

13.3 Procedure on termination — If coaching is terminated before the end of the coaching period, you must immediately pay to The DNA Project the balance of any outstanding amounts (fees and disbursements) for the period before the coaching was terminated, together with any other outstanding moneys owed by you to The DNA Project under any of these terms and conditions of coaching or under any agreement entered into between you and The DNA Project. 

13.4 Upon termination of coaching, The DNA Project shall immediately cease to be liable to you in respect of the coaching. 

13.5 Fees and disbursements paid by you to The DNA Project for coaching which has already taken place shall not be refunded to you.

13.6 Refunds on payments made against future sessions or packages or programmes or coaching not already commenced or undertaken or completed shall be at the sole discretion of The DNA Project.

13.7 Where strict performance not required — The DNA Project may, in its absolute discretion, choose not to insist from you strict performance of any of the provisions of these terms and conditions of coaching or any agreement entered into between you and The DNA Project.  A failure of or decision by The DNA Project not to insist upon strict performance shall not be deemed to be a waiver of any or all of The DNA Project’s rights, remedies, benefits, or interests.

13.8 Force majeure — If the performance by The DNA Project of its obligations under these terms and conditions of coaching or under any agreement entered into between you and The DNA Project is prevented by reason of force majeure beyond the reasonable control of The DNA Project, The DNA Project shall be excused from such performance to the extent of such prevention.  The DNA Project shall not be liable to you for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands directly, indirectly, coincidentally or consequentially arising out of or in connection with any delay or failure by The DNA Project to perform any of these terms and conditions of coaching or any agreement entered into between you and The DNA Project where such delay or failure is outside The DNA Project’s reasonable control.

THE SITE
14. Security of information — You acknowledge and accept, without limitation or qualification, that your use of the site and the storage by The DNA Project of any information relating to you, whether in electronic, paper or any other format, is at your own risk. 

14.1 No liability — To the fullest extent permitted by law, The DNA Project shall not be liable for any direct, indirect, incidental, consequential, special, punitive or exemplary damages or any loss of business, interest, goodwill, revenue, profit, or loss or corruption of data:
a.  arising out of your access to, or use of, or inability to use or access the site or the content or material or information on or accessed through the site; or
b.  caused by any third party gaining unauthorized access to the site; or
c.  arising from the storage by The DNA Project of any information relating to you, whether in electronic, paper or any other format and whether or not any third party gains unauthorized access to that information so stored.

14.2 Computer viruses — The DNA Project shall not be responsible or liable for any damage to your computer or other electrical equipment or property (whether or not caused by any computer viruses, Trojan horses, worms, software bombs or similar that may infect your computer or other electrical equipment or property) by virtue of you accessing, using, browsing, downloading from or uploading to the site or receiving from or providing to The DNA Project communications or information or materials electronically (including by email) or transferring communications or information or materials provided by or obtained from The DNA Project from one device to another device, irrespective of the nature of those devices and whether or not The DNA Project had expressly authorized you to so transfer such communications or information or materials.

14.3 Links to other websites — While The DNA Project may provide links on the site to other websites, you acknowledge and accept, without limitation or qualification, that your linking to any other website is at your own risk.  The DNA Project is not responsible for any other website or the content of any other website to which you link.  Those other websites are not controlled by The DNA Project.  Such links are provided for your convenience only and do not imply that The DNA Project checks, endorses, approves or agrees with the third party websites it provides links to.

14.4 Problems with the site — The DNA Project shall not be responsible or liable for any errors or interruptions in accessing, using, browsing, downloading from or uploading to the site or the accuracy, completeness, currency, reliability, security or timeliness of any information or material or content in or on the site or communications of any nature made through or in relation to the site. 

14.5 Site user details — You shall not disclose and you shall be responsible for not disclosing to any other person or entity any user details that The DNA Project may provide or may have provided to you or that you have created or any other person or entity has created for you to access, use, browse, download from or upload to the site.  You shall be solely responsible for all activities, authorized or unauthorized, lawful or unlawful, which use or take place using your user details.  The DNA Project, without limitation or qualification, shall be entitled to proceed on the basis that any activities undertaken using your user details have been undertaken by you and with your authorization.  The DNA Project shall not be responsible and shall not be liable for any alterations made to your user details by another person or entity or for any loss, damage, expense or delay caused by any alterations made to your user details by another person or entity.

14.6 Termination of access to site — If you have an account with, through or linked to the site, including a login, The DNA Project may terminate your account and access to it through the site or any other means at any time and without notice.  In the event of termination, you are no longer authorized by The DNA Project to access the account and any and all restrictions imposed on you under these terms of use and any disclaimers and limitations of liability will survive such termination subject to clause 15.1 below.

14.7 Indemnification — You agree that you will not hold The DNA Project responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by you or by any other person or entity as a direct, indirect, incidental or consequential result of or in connection with your use or misuse of the site or the content or material on or accessed through the site, whether or not as a result of any intentional or negligent act or omission by you or by any other person or entity howsoever arising or caused, including a violation of the rights of another user of the site or a breach of these terms of use, by you or anyone using your user details.  You shall indemnify and keep The DNA Project indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

14.8 You shall indemnify and keep The DNA Project indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by The DNA Project as a direct, indirect, incidental or consequential result of or in connection with your use or misuse of the site or the content or material on or accessed through the site, whether or not as a result of any intentional or negligent act or omission by you or by any other person or entity howsoever arising or caused, including a violation of the rights of another user of the site or a breach of these terms of use, by you or anyone using your user details.

GOVERNING LAW AND DISPUTE RESOLUTION
15. Governing law — These terms and conditions of coaching and any agreement entered into between you and The DNA Project shall be governed by the laws of New Zealand.  You and The DNA Project submit, irrevocably and unconditionally, to the non-exclusive jurisdiction of the courts of New Zealand to hear and determine any dispute arising in relation to these terms and conditions of coaching or any agreement entered into between you and The DNA Project. 

15.1 Severability — If any provision of these terms and conditions of coaching or any provision of any agreement entered into between you and The DNA Project is held to be invalid or unenforceable for any reason, the remaining provisions shall, to the maximum extent possible, remain in force and to full effect.

15.2 Dispute resolution — Any dispute arising out of or relating to these terms and conditions of coaching or any agreement entered into between you and The DNA Project may be referred to mediation.  Mediation may be initiated by either you or The DNA Project writing (which may be by email) to the other party and clearly identifying the dispute which is being suggested for mediation.  The other party will either agree or not agree to proceed with mediation or agree or not agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances.  If you and The DNA Project agree to mediation, you and The DNA Project will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Incorporated to appoint a suitable mediator.  The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Incorporated.

15.3 The mediation shall be terminated by:
a.  the signing of a settlement agreement by you and The DNA Project; or
b.  notice to you and The DNA Project by the mediator, after consultation with you and The DNA Project, to the effect that further efforts at mediation are no longer justified; or
c.  notice by you or The DNA Project to the mediator to the effect that further efforts at mediation are no longer justified; or
d.  the expiry of 60 working days from the mediator's appointment, unless you and The DNA Project expressly consent to an extension of this period.

15.4 If you and The DNA Project do not agree to mediation, or if mediation proceeds but is terminated as provided in paragraphs b, c or d of clause 15.3, any dispute or difference arising out of or in connection with these terms and conditions of coaching or any agreement entered into between you and The DNA Project, including any question regarding its existence, validity or termination, shall be referred for determination to a court or tribunal of competent jurisdiction.