Terms of Trade

INK Consulting Associates Ltd — Terms of Engagement These terms apply to speaking, consulting, facilitation, training, coaching and programs provided by INK Consulting Associates Ltd, including services promoted through darrenpratley.com. 1. Our agreement In these terms: INK, we, us or our means INK Consulting Associates Ltd. Client, you or your means the person or organisation purchasing the services identified in our proposal or booking confirmation. Participants means the people attending or receiving the services. Proposal means our written proposal, quotation or booking confirmation describing the agreed services, fees and arrangements. Your agreement with us consists of the Proposal, these terms and any changes agreed in writing. Any expressly agreed special conditions in the Proposal take priority over these terms. The agreement takes effect when you sign the Proposal or expressly accept it by email or another agreed written method. We will provide these terms before acceptance. 2. Services and delivery We will deliver the services described in the Proposal with reasonable care, skill and professionalism. The Proposal will identify the scope, delivery format, facilitator, dates, duration and deliverables, where applicable. Changes to the scope, fees, dates, facilitator or delivery format require agreement in writing. Email confirmation is sufficient. Services outside the agreed scope may attract additional fees, which we will agree with you before undertaking that work. 3. Bookings and program dates Unless the Proposal states otherwise, a booking deposit of $500 plus GST is payable on acceptance. The deposit is credited against the total agreed fee. Dates are confirmed once we have received written acceptance and any required deposit. We will identify any provisional dates and their expiry when offering them. For programs delivered over several months, all session dates should be agreed at the start of the engagement. Any dates still to be confirmed must be agreed within a timeframe recorded in writing. The Proposal will specify any deadline for completing included sessions or personalised reviews. 4. Fees and payment Fees, currency, applicable taxes and any payment schedule are set out in the Proposal. Unless stated otherwise, fees are quoted in New Zealand dollars and exclude GST, where applicable. Invoices are payable within seven calendar days of the invoice date unless otherwise agreed in writing. For single events, the Proposal will specify any requirement for payment before delivery. Multi-session programs may be invoiced in instalments according to the agreed payment schedule. If you dispute an invoice, please notify us promptly, explain the issue and pay any undisputed amount by its due date. Both parties will work reasonably to resolve the disputed amount. If an undisputed payment remains overdue, we may suspend further services after giving written notice and at least seven calendar days to remedy the overdue payment. Any recovery costs we seek must be reasonable, actually incurred and legally recoverable. 5. Travel and other expenses You are responsible for travel, accommodation, venue and other expenses only where these are identified in the Proposal or subsequently approved in writing. The Proposal will explain whether expenses are fixed allowances, estimates or actual costs. We will obtain approval before materially exceeding an agreed estimate. Where actual costs are charged, reasonable supporting information will be provided on request. We will take reasonable steps to minimise expenses and recover refundable costs if arrangements change. 6. Client responsibilities You agree to: Nominate a contact authorised to coordinate the engagement. Provide relevant information, instructions and approvals within agreed timeframes. Arrange suitable venues, equipment and online access where this is your responsibility. Inform us of relevant accessibility requirements and workplace health and safety arrangements. Encourage participants to engage respectfully and complete agreed preparation or actions. Share relevant attendance, confidentiality and recording requirements with participants. We will discuss any issue that may affect delivery promptly. Additional fees or changes arising from delays require written agreement. 7. Participant attendance and individual sessions Participant substitutions may be made before a session by agreement, provided the replacement is suitable for the program and receives any necessary preparation. Unless otherwise agreed, a participant’s absence does not reduce the agreed group or program fee. Catch-up sessions are subject to availability and may attract an agreed additional fee. For individual coaching or personalised reviews, please give at least two working days’ notice to request a change. Where less notice is given, or a participant does not attend, the session may be treated as used. We will consider exceptional circumstances reasonably and discuss available options. 8. Client cancellation Please notify us of cancellation in writing as soon as possible. Unless the Proposal specifies a different agreed arrangement, cancellation charges may include: Fees for services already delivered and agreed preparation already completed. Reasonable, non-recoverable third-party costs committed for your engagement. A cancellation charge of up to 20% of the professional fee for the cancelled services, reflecting reasonable losses from reserving time and administering the booking. Any cancellation charge will be reasonable and proportionate to our legitimate interests and will take account of notice given, costs saved and replacement work secured. We will provide an explanation of the calculation. We will not recover the same cost or loss more than once. Deposits and other payments already received will be credited against the amount properly payable. Any excess will be refunded. 9. Client postponement Requests to postpone must be made in writing. New dates are subject to availability and written agreement. Payments already received will ordinarily transfer to the replacement booking. You may be responsible for reasonable, non-recoverable costs caused by the change and any additional preparation or administration agreed in writing. If postponement causes a material loss from reserved time, any charge will be assessed using the principles in section 8. Cancellation and postponement charges will not both be applied to the same loss. If suitable replacement dates cannot be agreed, we will discuss cancellation under section 8. 10. Changes or cancellation by INK If the agreed facilitator becomes unavailable, we will notify you promptly and discuss an appropriate alternative. Options may include an agreed replacement facilitator, a revised delivery format or rescheduling. We will not substitute a named keynote speaker or lead facilitator without your agreement. If we cannot provide the affected services and no alternative is agreed, we will refund payments for those undelivered services. Responsibility for other costs or losses remains subject to applicable law and section 17. 11. Events beyond reasonable control Neither party will be responsible for a failure or delay caused by an event beyond its reasonable control, subject to applicable law. Examples include natural disasters, government restrictions, significant transport disruption and serious infrastructure failure. The affected party must notify the other promptly and take reasonable steps to reduce the disruption. We will first discuss suitable alternatives, including online delivery or postponement. A change to online delivery requires agreement that it remains suitable for the engagement. If no suitable alternative can be agreed within 30 calendar days, either party may end the affected services in writing. Fees for services already delivered remain payable. Payments for undelivered services will be refunded, less any reasonable, evidenced, non-recoverable third-party costs expressly authorised for the engagement. No additional cancellation charge will apply under this section. 12. Duration and termination The agreement ends when the agreed services are completed or on the end date stated in the Proposal. It does not automatically renew. Any extension requires written agreement. Either party may terminate for a material breach if the other party does not remedy it within 14 calendar days of receiving written notice describing the breach and the required remedy. A serious breach that cannot reasonably be remedied may justify immediate termination, subject to applicable law. If you end the engagement for convenience before completion, section 8 applies. Remaining program fees do not automatically become payable in full. If you terminate because of our unremedied material breach, we will refund payments attributable to undelivered services, without limiting your applicable legal rights. Confidentiality, intellectual property, outstanding payment obligations and provisions intended to continue will survive termination. 13. Confidentiality and individual reviews Both parties will protect confidential information received through the engagement and use it only for the agreed purpose. Information may be shared with people who need it to deliver or receive the services, provided appropriate confidentiality obligations apply. These obligations do not cover information that is public through no breach, lawfully obtained elsewhere, independently developed or required to be disclosed by law. For employer-funded coaching and personalised reviews, we will agree beforehand what information may be reported to the employer or program sponsor. Unless otherwise agreed or legally required, reporting will be limited to attendance, agreed actions and general progress themes. Personal disclosures will not be shared without the participant’s permission. We ask group participants to respect each other’s confidentiality, although we cannot guarantee another participant’s conduct. 14. Privacy, recordings and AI tools We will handle personal information in accordance with the Privacy Act 2020 and other applicable privacy requirements. Personal information will be collected and used for purposes reasonably connected with administering and delivering the services, as explained in our privacy statement or collection notice. We will take reasonable steps to protect information and retain it only for as long as required for its lawful purpose. We may use service providers to support delivery and administration, subject to appropriate privacy safeguards, including where overseas providers are involved. We will explain any proposed recording, AI transcription or automated note-taking beforehand and obtain any required consent. This will include the intended purpose, access and retention arrangements. Participants must obtain permission before recording, transcribing or distributing session content. Use of identifiable photographs, recordings or testimonials for promotion requires separate permission. Acceptance of these terms does not provide that permission. Please contact us using the details in the Proposal to request access to or correction of your personal information. 15. Intellectual property Each party retains ownership of its existing materials, information, branding and intellectual property. INK retains ownership of its methods, frameworks, presentations, exercises, templates and other materials developed or supplied through the engagement, unless otherwise agreed. Once the relevant fees are paid, you and the intended participants may use the supplied materials internally for the purposes of the engagement. Materials must not be resold, published, distributed outside your organisation or used to deliver commercial training without our written permission. Any wider rights to use commissioned deliverables will be specified in the Proposal. 16. Other clients and conflicts We may work with other businesses and participants in your industry, including competitors. We will protect your confidential information and disclose any actual or potential conflict that could materially affect our delivery of the agreed services. Any exclusivity arrangement must be expressly agreed in writing, including its scope, duration and associated fee. 17. Outcomes, liability and legal rights Our services support learning, implementation and performance improvement. Particular sales, financial or business outcomes are not guaranteed, as results depend on implementation, market conditions and other factors. This does not reduce our obligation to deliver the agreed services with reasonable care and skill. To the extent permitted by law, each party’s aggregate liability arising from the engagement is limited to the total professional fees paid or payable under the Proposal. This limit does not apply to fraud, wilful misconduct, breach of confidentiality or privacy obligations, infringement of intellectual property rights, your obligation to pay properly due fees, or liability that cannot lawfully be limited. Both parties must take reasonable steps to reduce any loss. Nothing in these terms excludes or limits rights or remedies that cannot lawfully be excluded or limited. 18. Resolving concerns Please raise any concern promptly with the contact named in the Proposal. The parties will first seek to resolve the matter through good-faith discussions between authorised representatives. If unresolved within 15 working days, either party may propose mediation. Mediation arrangements and costs must be agreed before proceeding. Nothing prevents either party from seeking urgent relief, recovering an undisputed debt or exercising applicable statutory rights. 19. Governing law and notices Unless otherwise agreed, this agreement is governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts. Mandatory laws applicable to an Australian or other overseas engagement continue to apply where required. Formal notices must be sent by email to the contacts identified in the Proposal or subsequently notified in writing. 20. Acceptance By accepting the Proposal, you confirm that you are authorised to enter into the agreement on behalf of the Client and agree to the Proposal and these terms. Any subsequent changes to these terms apply to your engagement only if both parties agree in writing.