COACHING AGREEMENT – GENERAL TERMS
Capitalised terms used but not otherwise defined have the meaning given to them in Schedule 1 to this Agreement.
GENERAL TERMS
1. Term
1.1. This Agreement will commence on the Commencement Date and will continue in force until the Expiry Date (unless terminated earlier in accordance with this Agreement or extended by way of mutual agreement in writing by the Coach and the Client).
1.2. This Agreement must be read in conjunction with the Website Terms of Use, Terms of Trade and the Privacy Policy (all of which can be found on the Website).
1.3. To the extent of any inconsistency between this Agreement and the Terms of Trade, this Agreement will prevail in respect of the provision of the Services.
2. Services
2.1. The Coach will provide the Services in accordance with the terms and conditions set out in this Agreement (and such other services as may be agreed between the parties from time to time).
2.2. In supplying the Services, the Coach will (and will procure that each of the persons supplying or assisting it to supply the Services will) devote such time, resources, care, diligence, attention and skill as is reasonably necessary for the proper and efficient supply of the Services.
2.3. Notwithstanding clause 2.2, the Coach makes no promises or guarantees regarding the Client's results, health, or well-being outcomes, in connection with the supply of the Services (including any Digital Content). The Coach does not make claims about curing, treating, or preventing diseases, does not guarantee specific financial or health outcomes, and individual results may vary and depend on personal factors. The Client should consult healthcare professionals before making health-related decisions.
2.4. The Coach may, in its sole and absolute discretion, sub-contract the provision of services under this Agreement.
2.5. Neither this Agreement, nor the supply of services by the Coach pursuant to the terms of this Agreement, shall in any way limit the ability of Coach to enter into similar agreements or provide similar services to or with other persons.
2.6. The Client must ensure it has all equipment and materials necessary in order to receive the Services (and will be liable for all costs associated with ensuring it has all equipment and materials necessary in order receive the Services).
2.7. The Coach will provide the Services as an independent contractor/consultant. Nothing in this Agreement will be deemed to create an employer/employee relationship, or a relationship of agency, between the Coach and the Client.
2.8. Orders for the Services (including Digital Content) may be placed through the Coach's website or through authorised third-party platforms, including but not limited to course platforms, checkout software, payment processors, or other sales channels used by the Coach from time to time (such as Kajabi or similar platforms). By purchasing through any such platform, the Client agrees to provide accurate and complete information and to complete the checkout process as required by that platform. Completion of checkout or submission of payment through any such platform constitutes a binding agreement in accordance with the terms of this Agreement.
3. Service Fees
3.1. The Client must pay the Service Fees to the Coach in accordance with the terms and conditions set out in this Agreement.
3.2. The Coach will issue a tax invoice to the Client prior to commencement of the Services and the Service Fees must be paid to, and received by, the Coach in full, without deduction or set-off, in same-day cleared funds prior to the commencement of each Session (or, in the case of Digital Content, prior to access being granted), unless the parties have agreed to a payment plan or subscription arrangement. The Coach, in its absolute discretion, may elect to cancel or postpone any Session, or suspend access to Digital Content, in the event the requirements of this clause 3.2 are not satisfied.
3.3. The Client acknowledges and agrees that:
b) the Client will adhere to such modified approach as regards payment for the Services under this Agreement.
3.4. All amounts payable under or in connection with this Agreement are exclusive of GST. Accordingly, the Client must pay to the Coach an amount equal to the GST payable on the supply of the Services at the same time as payment of the Service Fees.
3.5. The Client will bear sole responsibility for any applicable bank fees, currency conversion charges, taxes (other than GST), duties or levies that may apply or become payable in connection with payment of the Service Fees.
3.6. Where the Coach offers a payment plan, the Client agrees to complete all payments in full in accordance with the agreed schedule. The Client is not entitled to cancel or terminate a payment plan once entered into, regardless of usage, participation, or satisfaction, except as required by applicable law. Failure to make payments in accordance with the agreed schedule may result in suspension or termination of access to the Services and may be referred to debt collection.
3.7. If a payment fails, the Coach may:
b) attempt to process the payment up to 3 additional times;
c) suspend the Client's access to the Services if payment is not received within 15 days; and
d) charge a US$25 failed payment administrative fee (where permitted by law).
3.8. If the Client initiates a chargeback or payment dispute through its bank or payment processor without first contacting the Coach to resolve the issue, the Coach reserves the right to:
b) report the incident to chargeback prevention services;
c) pursue collection of the disputed amount plus administrative fees and legal costs; and
d) deny the Client future access to the Coach's products and services. If a chargeback is filed and later reversed in the Coach's favour, the Client will be responsible for any chargeback fees charged by the payment processor.
4. Re-scheduling and Refunds
4.1. The Client acknowledges and agrees that:
b) if circumstances arise which prevent the Client from attending a Session (or Sessions), or attending a Session (or Sessions, as applicable) on time, the Coach may, upon the Client's request, attempt to re-schedule that Session (or Sessions) with another client or extend the end time of the Session (or Sessions, as applicable) ("Re-scheduling"); and
c) whilst the Coach will take all reasonable steps to support the Client with such Re-scheduling, Re-scheduling may not be possible in the circumstances and the Coach is under no obligation to implement Re-scheduling.
4.2. Any missed Session is considered, for the purposes of this Agreement, to be a full and complete Session and the Client will be liable for the Service Fee in respect of that Session (or Sessions, as applicable).
4.3. Subject to, and to the fullest extent permitted by, law, payment of refunds or partial refunds will be at the Coach's discretion, and (without limitation) no refunds or partial refunds will be available:
b) in the event the Client is dissatisfied with the results of the Services or the Client changes its mind about acquiring the Services; or
c) for missed or unused Sessions or temporary service interruptions.
4.4. Digital Content is supplied electronically and access is generally provided immediately upon completion of purchase. By purchasing or accessing the Digital Content, the Client acknowledges that delivery may commence straight away and, to the maximum extent permitted by law, agrees that refunds will not be available once access has been provided.
4.5. If the Client experiences a genuine technical fault that prevents access to the Digital Content, the Client must notify the Coach at info@rachelchristensenofficial.com within seven (7) days of purchase. The Coach will make reasonable efforts to remedy the issue or restore access where appropriate.
4.6. Nothing in this clause 4 excludes, restricts, or modifies any rights or remedies the Client may have under applicable consumer protection laws in New Zealand and refunds will be provided where required by those laws.
4.7. The Coach will be entitled to re-schedule a Session (or Sessions) on reasonable notice in writing delivered to the Client, due to unforeseen circumstances.
5. General Client Acknowledgements
5.1. The Client acknowledges and agrees that:
b) the Coach is not a medical, healthcare or a mental health professional and, accordingly, does not diagnose or treat illness, medical issues, healthcare issues or mental health issues;
c) the Client is solely responsible for creating and implementing its own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the Services (and that the Coach is not and will not be liable or responsible for any action or inaction, or for any direct or indirect result of any Services provided by the Coach);
d) the Services are coaching services only, focused on holistic healing principles and personal development and are not a substitute for professional or medical care;
e) the Client will seek professional healthcare where necessary; and
f) this Agreement is personal to the Client and the Client may not assign, transfer, charge, sub-contract, sub-license or deal in any other manner with all or any of the Client's rights under this Agreement;
g) the Services (including any Digital Content) are or may be provided by way of third-party platforms and secure servers (including, without limitation, Kajabi, Stripe, Zoom, or similar providers), and the Client's use of such third-party platforms may be subject to those platforms' own terms and conditions and privacy policies. The Coach shall have no liability to the Client in the event the content provided in connection with the Services is not available in whole or in part at any time, or becomes corrupted or deleted, or for any technical issues, delays, outages, or failures caused by third-party platforms (although the Coach will take reasonable steps to assist in resolving access issues where possible). The Coach reserves the right to change third-party platforms at any time, and does not guarantee continuity of the same interface or format, provided that continued access to the Services will be provided in a reasonable format;
h) if the Client provides the Coach with a testimonial (in writing or verbally), the Coach is entitled to share that testimonial to promote the Services, provided that any examples or testimonials provided by the Coach are illustrative only and are not a guarantee of results;
i) the efficacy of the Services depends significantly on the Client's commitment and participation, and external factors which are beyond the Coach's control;
j) the Client is responsible for maintaining a reliable internet connection, providing compatible devices and up-to-date web browsers, ensuring the Client's email address is accurate and able to receive emails from the Coach, managing login credentials securely, and installing any necessary software or applications required to access the Services;
k) use of our Products may depend on the Client having:
(i) a reliable high-speed internet connection (at least 5 Mbps recommended);
(ii) a current web browser, such as Chrome, Firefox, Safari, or Edge (one of the two most recent versions);
(iii) cookies and JavaScript enabled in the browser;
(iv) a device with adequate storage capacity for any downloadable materials;
(v) a PDF viewer for accessing document-based resources; and
(vi) any additional software or applications specified in the relevant Product description; and
(i) scheduled maintenance or system updates (with notice provided where reasonably practicable);
(ii) emergency maintenance, repairs, or technical modifications;
(iii) interruptions or failures affecting third-party service providers; or
(iv) events or circumstances beyond the Company's reasonable control; and
6. Client Representations and Warranties
6.1. The Client represents and warrants that:
b) the Client is at least 18 years of age;
c) all personal information and disclosures provided to the Coach are truthful, accurate, and complete in all respects, and is not misleading whether by omission or otherwise;
d) the Client has not omitted to disclose any information to the Coach, which, if disclosed, would, or would be likely to, lead the Coach to reverse its decision to provide the Services to the Client;
e) the Client has no underlying medical issues that may impact the Services;
f) the Client will actively and honestly engage in each Session;
g) the Client understands the nature and limitations of the Services being provided under this Agreement;
h) the Client will not use the Services for any illegal, unethical, or inappropriate purpose; and
i) the Client will promptly inform the Coach of any changes in health, circumstances, or ability to participate that may impact the Services.
7. Recording of Sessions
7.1. The Client acknowledges and agrees that the Coach may record a Session (or Sessions), whether by way of audio and/or video means, for the purposes of review, quality assurance, and professional development. The Coach will notify the Client prior to each Session that recording will occur.
7.2. Recordings will be stored securely and will only be accessible to the Coach. They will not be shared with third parties without the Client's prior written consent, unless required by law.
7.3. The Coach agrees to handle all recordings in accordance with the Privacy Act 2020 and the Information Privacy Principles, ensuring that personal information in respect of the Client is collected, used, and stored in a manner that respects the Client's privacy.
7.4. The Client has the right to decline being recorded. If the Client does not wish to have a Session recorded, they must notify the Coach in writing prior to commencement of the Session.
8. Confidentiality
8.1. The parties must keep all Confidential Information confidential, and must establish and maintain effective security measures to safeguard the Confidential Information from unauthorised access or use.
8.2. The parties must not use or disclose Confidential Information to any other person except:
b) as required by law; or
c) if the other party gives prior written approval to the use or disclosure.
8.3. No party will make any announcement or disclosure as to the existence, or subject matter, of this Agreement, or of the other party's business or affairs generally, except in a form, in a manner and at a time on which both parties may agree.
8.4. The Client agrees that it will not use any information obtained during the performance of the Services in any publication or presentation to third parties unless it has received the express prior written consent of the Coach.
9. Intellectual Property
9.1. All Intellectual Property Rights remain the sole and exclusive property of the Coach.
9.2. The Coach grants to the Client a non-exclusive, non-transferable, revocable licence to use the Intellectual Property Rights solely for personal use to the extent required in connection with the Services in accordance with this Agreement.
9.3. The Client undertakes not, except as permitted under this Agreement or with the Coach's prior written consent, to (and not to allow any third party to) copy, reproduce, distribute, modify, adapt, publicly display, create derivative works, publish in any form, use or otherwise deal with or make available any Intellectual Property Rights or any of the content, materials or information provided in connection with the Services.
9.4. The Client is prohibited from using any images, photographs, recordings, voice, likeness, or other materials relating to the Coach — including but not limited to video appearances, social media content, or public-facing media — for any artificial intelligence or machine-learning related purposes. This restriction covers, without limitation, the creation or use of deepfakes or synthetic media, voice cloning or replication, AI-generated or altered images, inclusion in AI training datasets, or deployment within automated or generative content systems. Any unauthorised use of this nature is expressly forbidden and may lead to immediate revocation of access and the pursuit of legal remedies, including claims for infringement of intellectual property and publicity rights, misrepresentation, and applicable statutory damages.
9.5. Any unauthorised use of the Coach's materials may result in immediate termination of access and may give rise to legal action. In the event of discontinuation of any Service, the Coach will make reasonable efforts to provide continued access for a minimum of 30 days or provide downloadable materials where applicable.
9.6. Where the Client purchases Digital Content, the Client is granted access for the lifetime of the specific product purchased. "Lifetime access" refers to the lifetime of the product offering and is not a guarantee of perpetual or unlimited access. The Coach reserves the right to discontinue, modify, or replace any Digital Content at the Coach's discretion, subject to clause 9.5.
9.7. The Client's purchase of Digital Content includes access to updates, improvements, and additions made to the original product. However, the Coach may release new programs, versions, or restructured offerings that are considered separate products, and these are not included in the Client's original purchase and may require additional payment.
10. Indemnity
10.1. The Client will indemnify, keep indemnified, hold harmless, and continue to hold harmless, the Coach in respect of all claims, losses, liabilities, damages, expenses, costs and demands of any nature arising out of or in connection with:
b) a breach by the Client of any term of this Agreement;
c) any Wilful Misconduct by the Client; and
d) any loss of or damage to any property or injury to or death of any person, arising as a result of any sub-clause above.
11. Liability
11.1. To the fullest extent permitted by law, the Coach's total aggregate liability to the Client, whether in contract, tort (including negligence), statute, equity or otherwise, arising out of or in connection with this Agreement or the Services, shall be limited to the aggregate amount of Service Fees actually paid by the Client to the Coach under this Agreement at the time such liability arises.
11.2. The Coach shall not be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including (without limitation) loss of profits, revenue, goodwill, anticipated savings, business opportunities, business interruption, loss of data or business information, cost of substitute goods or services, loss of use, damages arising from reliance on content or strategies provided as part of the Services, or emotional distress or reputational harm, even if advised of the possibility of such damages arising out of or in connection with this Agreement or the Services.
11.3. Except as expressly provided or required by the Consumer Guarantees Act 1993, all implied warranties, guarantees, or conditions (including merchantability and fitness for purpose) are expressly excluded to the fullest extent permitted by law.
11.4. The Coach expressly disclaims any warranty or guarantee that the Services will achieve any particular outcome or result.
11.5. The Client assumes full responsibility for any decisions made and actions taken following the supply of the Services.
12. Dispute Resolution
12.1. Dispute Resolution Meeting: A party may, at any time while there is a genuine dispute involving that party relating in any way to this agreement (Dispute), give notice (Dispute Notice) to the other party/ies involved in that Dispute specifying the subject matter of the Dispute and requiring that those parties meet in person or by video or telephone conference within 10 Business Days after delivery of the Dispute Notice, to attempt to resolve the Dispute (Dispute Resolution Meeting).
12.2. Mediation: If the parties to the Dispute fail to resolve the Dispute at the Dispute Resolution Meeting, or if a party to the Dispute fails or refuses to attend a Dispute Resolution Meeting within the 10 Business Day period referred to in clause 12.1, or at the time and venue agreed in writing between the parties, then any party involved in the Dispute may, by notice to the other party/ies involved in the Dispute, refer the Dispute to mediation by a single mediator agreed upon in writing by them or (if they are unable to agree on a mediator within 10 Business Days after the submission to mediation) nominated by the President (or his or her delegate) for the time being of the New Zealand Law Society (Mediation). In the event of any submission to Mediation:
b) the mediator will not be acting as an expert or as an arbitrator;
c) the mediator will determine the procedure and timetable for the mediation; and
d) the parties involved in the Dispute will share equally the cost of the Mediation.
12.3. Arbitration: If the parties to the Dispute fail to resolve the Dispute at the Mediation, or if a party to the Dispute fails or refuses to attend the Mediation at the time and venue determined by the mediator, then any party involved in the Dispute may, by notice to the other party/ies involved in the Dispute, submit the Dispute to arbitration. The arbitration will be conducted in Auckland, New Zealand under the Arbitration Act 1996 by a single arbitrator:
b) if the parties involved in the Dispute are unable to agree on an arbitrator within 10 Business Days after the Dispute being referred to arbitration under this clause 12.3, nominated by the President (or his or her delegate) for the time being of the New Zealand Law Society.
12.4. Legal proceedings: No party may issue any legal proceedings (other than for urgent interlocutory relief) relating to any Dispute, unless that party has first taken all reasonable steps to comply with this clause 12.
13. Meta Advertising
13.1. Advertising Compliance: All advertising activity conducted on Meta platforms, including Facebook, Instagram, WhatsApp, and Messenger, is carried out in accordance with Meta's applicable advertising rules and guidelines. This includes compliance with, without limitation:
b) Meta Community Standards;
c) commerce and marketplace policies; and
d) data usage and platform access requirements.
13.2. Health, Wellness, and Personal Development Statements: Where Goods and Services relate to health, wellness, fitness, or personal development:
b) no assurances are given as to specific health or performance outcomes;
c) outcomes may differ between individuals based on personal circumstances; and
d) clients are encouraged to seek advice from qualified healthcare professionals before making health-related decisions.
13.3. Business, Financial, and Income-Related Products: In relation to Goods and Services involving business activities, financial matters, or income generation:
b) no guarantees of financial results or earnings are made;
c) advertising and promotional materials do not contain false, misleading, or deceptive representations; and
d) appropriate disclaimers are included in proximity to all performance-related statements.
13.4. Data Use and Privacy Practices: Data obtained through Meta platforms is collected and used in line with Meta's Platform Policies:
b) the implementation of Meta pixels and tracking technologies complies with applicable privacy and data protection laws; and
c) further information regarding data handling and privacy practices is set out in the Privacy Policy.
14. Termination
14.1. Either party may terminate this Agreement:
b) on two week's written notice to the other party if that other party commits a material breach of this Agreement which is incapable of remedy or, if capable of remedy, is not remedied within ten Business Days of the date on which notice specifying the breach and requiring its remedy is served on the other party.
14.2. The Coach may terminate this Agreement with immediate effect, and without refund, in the event the Client engages in abusive, threatening, or unlawful conduct toward the Coach or (in the Coach's opinion) inappropriate behaviour, breaches these terms, or misuses the Coach's content. In such cases, refunds will be issued only for unused Sessions, if applicable.
14.3. Where access to a group, community, or shared space is provided as part of the Services, the Client agrees to engage respectfully and not to harass, harm, or disrupt other participants. The Coach reserves the right to remove the Client from any community or group without refund if the Client breaches these standards.
14.4. Upon termination:
b) the Client will remain liable to pay any outstanding amounts due to the Coach under this Agreement including any amounts due in respect of Services the Client has received on or prior to the date of termination and for any period following termination during which the Client is still receiving all or some of the Services.
14.5. Termination of this Agreement will not affect the accrued rights, remedies, obligations or liabilities of either party as at the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
15. Notices
15.1. Form and delivery: Every notice given or required to be given under this Agreement (Notice) shall, in order to be effective:
b) be served on a party at an address of that party set out in Schedule 1 or to such other address as that party shall have notified the other parties in accordance with this clause 15.
15.2. Deemed service: Without limiting the means by which a Notice may be given, a Notice shall be deemed to be served and received:
b) if sent by email to the intended recipient's email address and the intended recipient acknowledges receipt (other than by means of an out-of-office auto-reply), at the time of transmission.
15.3. Delivery outside of business hours: Any Notice delivered or sent after 5pm on a Business Day will be deemed to have been delivered or sent at 9:00am on the next Business Day (in each case, at the local time of the intended recipient).
16. General
16.1. Relationship between parties: Nothing in this Agreement shall be deemed to constitute a partnership between the parties or constitute any party the agent of any other party for any purpose.
16.2. Force majeure:
(i) give written notice to each other party advising them of the circumstances and matters giving rise to the Force Majeure
Event; and
(ii) use all reasonable diligence to resolve the Force Majeure Event as quickly as reasonably possible.
16.3. Costs: Each party shall pay its own costs, charges and expenses incurred by that party in connection with negotiating, preparing and implementing this Agreement and the transactions contemplated by it.
16.4. Assignment: None of the rights or obligations of any party under this Agreement may be assigned or transferred without the prior written consent of the other party.
16.5. Binding on successors: This Agreement is binding on, and shall apply for the benefit of, the parties' executors, administrators, successors and permitted assignees.
16.6. Entire agreement: This Agreement and the documents referred to in it constitute the entire agreement between the parties relating to their subject matter, and supersede all previous agreements between the parties relating to that subject matter.
16.7. Amendments: The Coach may make reasonable amendments to this Agreement from time to time where such changes are necessary to comply with law, reflect updates to services, or address operational requirements. Any material changes will be notified to the Client in writing. Where an amendment materially reduces the Client's rights or increases their obligations, the Client may terminate the Agreement without penalty by providing written notice within 5 Business Days of notification.
16.8. Cumulative remedies: The rights, powers and remedies provided in this Agreement are cumulative and are in addition to any rights, powers or remedies provided by law.
16.9. Severability: If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, it will:
b) be severed from this Agreement,
in each case without affecting the legality, validity or enforceability of the remaining provisions.
16.10. No waiver:
b) A failure or delay in enforcing compliance with any term of this Agreement shall not be a waiver of that or any other term of this Agreement.
16.11. Further assurances: Each party shall execute such further documents and perform and do such further acts as may be reasonably required in order to give effect to the provisions and intent of this Agreement.
16.12. Counterparts: This Agreement may be executed in any number of counterparts and all the counterparts when taken together will constitute one agreement. Each party may enter into this Agreement by executing a counterpart. This Agreement may be executed by an exchange of facsimile and/or scanned and emailed PDF copies and execution of this Agreement by that means is valid and sufficient execution.
16.13. Electronic Execution and Communication: By signing this Agreement, each party consents to this document (or any counterpart of it) being executed in electronic form, being electronically signed (and, where witnessing of a signature is required, such signature being electronically witnessed), and being delivered in electronic form by means of an electronic communication, all in accordance with sections 222 to 227 of the Contract and Commercial Law Act 2017. The parties agree to be legally bound by this document signed in this way. You also consent to us communicating with you by way of electronic means (including, without limitation, by way of email or by posting notices on our website).
16.14. Governing law: This Agreement shall be governed by the laws of New Zealand and the parties:
b) irrevocably and unconditionally waive any objection to such jurisdiction; and
c) acknowledge, agree and undertake that neither they nor their permitted successors or assigns will bring any claim or action arising out of, relating to or in connection with this Agreement (or any transaction contemplated by this Agreement) in any court other than the New Zealand courts (and the parties expressly waive and disclaim, to the fullest extent permitted by law, the right to bring such claim or action in any court other than the New Zealand courts).
Schedule 1 – Definitions and Interpretation
1. Definitions: In this Agreement unless the context otherwise requires:
(a) Agreement means this coaching agreement between the Coach and the Client (including the Key Terms, the General Terms, and any Schedules) as may be amended from time to time in accordance with its terms;
(b) Business Day means a day, other than a Saturday or a Sunday, on which trading banks are open for general banking business in Auckland;
(c) Commencement Date means the date of commencement of this Agreement as set out in the Key Terms;
(d) Confidential Information means any information, data and know-how (whether technical or not) stored or imparted in whatever form (written, electronic or otherwise) owned by, under the control of, or otherwise concerning one party, which is disclosed, whether intentionally or unintentionally, to the other party, and includes:
(i) all information not in the public domain and disclosed by one party to the other party, in whatever form and by whatever means, or otherwise acquired by one party directly or indirectly from the other party, including:
(A) information concerning the business, assets, liabilities and financial position of a party;
(B) any pricing methodologies of a party;
(C) personal information under the control of a party that is subject to the provisions of the Privacy Act 2020; and
(D) information regarding a party's customers, pricing policies, procedures, marketing strategies, proposed business plans
and business generally howsoever disclosed;
(ii) that part of all notes, memoranda, data, computer or electronic media and other records prepared or brought into
existence by a party based on, incorporating or relating in any way to the information referred to in subclause (a); and
(iii) all copies of the information and those parts of the notes and other records referred to in any of subclauses (a) and
(b);
(e) Default Interest Rate means the average non-penalty interest rate as certified by the Client's bank which would be payable by the Client for overdraft facilities at the time of default, plus 2%;
(f) Digital Content means any digital products, e-course content, programs, downloadable materials, templates, tools, and other digital resources provided by the Coach to the Client in connection with the Services;
(g) Dispute means any dispute or controversy arising out of, or relating to, this Agreement or the breach, termination or invalidity of this Agreement;
(h) Dispute Notice means written notice of the details of a Dispute with sufficient clarity to encourage a timely resolution of the Dispute;
(i) Expiry Date means the date of expiry of this Agreement as set out in the Key Terms;
(j) General Terms means the terms set out under the heading 'General Terms' in this Agreement;
(k) GST means any goods and services tax paid or payable in accordance with the Goods and Services Tax Act 1985;
(l) Insolvency Event means any event of insolvency including:
(i) a winding up application being made and not withdrawn within 15 Business Days;
(ii) a failure to comply with a statutory demand;
(iii) the appointment of an official assignee, receiver, liquidator, statutory manager or similar;
(iv) the entering into of an arrangement with a party's creditors;
(v) a voluntary winding up other than for the purpose of a bona fide corporate reconstruction;
(vi) an inability to pay debts as they become due for payment;
(vii) committing an act of bankruptcy;
(viii) an admission of insolvency; and
(ix) any court order under the law of any jurisdiction which has a similar effect to any of the above;
(m) Intellectual Property Rights includes patents, designs, utility models, trade marks (including logos and trade names), domain names, copyright, circuit layouts, rights in computer software and databases, rights in inventions, know-how and business process and methods, (in each case) whether registered or unregistered (including applications for the grant of any of the foregoing), rights in commercial or Confidential Information, and all rights or forms of protection that are capable of intellectual property protection under Law (and all materials, methodologies, programs, content, and documentation);
(n) Key Terms means any specific terms in connection with the Services under this Agreement, as may be set out on the Website or as may otherwise be notified by the Coach to the Client, and which are agreed in writing by the Coach and the Client;
(o) Law means the law of New Zealand and includes the common law, the law of tort (including negligence), statute law and the law of equity;
(p) Privacy Policy means the privacy policy in connection with the Services which can be found on the Website;
(q) Services means holistic life, spiritual and energy healing coaching services, digital courses, e-course content, and/or related programs, for personal development and well-being support purposes, which may be delivered by way of audio and/or visual means (including video-conferencing, telephone, other electronic communication means, and/or third-party content delivery platforms) or as otherwise may be set out on the Website or as may otherwise be notified by the Coach to the Client and which are agreed in writing by the Coach and the Client;
(r) Service Fees means the fee payable by the Client to the Coach, for the supply by the Coach of the Services, as set out in the Key Terms;
(s) Session means a session between the Coach and the Client (whether conducted on a one-on-one or group basis, and of such duration as may be agreed between the parties) during which the Coach supplies the Services;
(t) Term means the term of this Agreement from the Commencement Date until the Expiry Date (unless terminated earlier in accordance with this Agreement);
(u) Terms of Trade means the terms of trade in connection with the Services which can be found on the Website;
(v) Website means the website located at URL "https://www.rachelchristensenofficial.com/";
(w) Website Terms of Use means the website terms of use in connection with the Services which can be found on the Website;
(x) Wilful Misconduct means, in respect of any party:
(i) any fraud, fraudulent concealment or dishonesty;
(ii) any conduct, act or omission having substantially harmful consequences, done or omitted to be done intentionally and
with conscious indifference to, or disregard for, the rights or welfare of those who are or may be thereby affected; or
(iii) any illegal or malicious act or omission of a party or any of its officers, employees, subcontractors at any level,
or employees of any subcontractors, agents or representatives; and
2. Interpretation: In this Agreement, unless the context otherwise requires:
(b) expressions defined in the main body of this Agreement bear the defined meanings in the whole of this Agreement;
(c) another grammatical form of a defined word or expression has a corresponding meaning;
(d) the singular includes the plural and vice versa;
(e) a party includes a reference to that party's lawful executors, administrators, successors and permitted assigns, and parties means all parties to this Agreement;
(f) the decision of any party made in relation to this Agreement, or the exercise of any discretion by any party, requires that party to act reasonably;
(g) a reference to a person is deemed to include:
(i) individuals, companies, corporations, bodies corporate, firms, partnerships, joint ventures, incorporated and
unincorporated associations, organisations, trusts, states or agencies of state, government departments and local and municipal authorities,
in each case whether or not having separate legal personality;
(ii) the person's lawful executors, administrators, successors, and permitted substitutes (including persons taking by
novation) and assigns; and
(iii) the person's employees, agents, contractors and subcontractors;
(i) a clause is a reference to a clause of this Agreement unless specifically stated otherwise;
(ii) a statute is to a New Zealand statute and includes all regulations, orders, bylaws, codes, notices and fact sheets
made under or pursuant to such a statute and includes references to all amendments to that statute whether by subsequent statute or statute
passed in substitution for the statute;
(iii) a document or agreement (including this Agreement) is to that document or agreement as varied, novated, ratified or
replaced from time to time;
(iv) dollars or $ is a reference to United States currency;
(v) a month or a year is to a calendar month or a calendar year respectively; and
(vi) time and date is to a time and date in New Zealand unless a contrary intention is expressed;
(j) if anything in this Agreement is to be done on a particular day, or any term expires on a day which is not a Business Day, it will be valid if done on the next succeeding Business Day;
(k) the meaning of general words is not limited by specific examples introduced by the words including, for example or similar expressions; and
(l) if there is any ambiguity or inconsistency between a provision in this Agreement and any document referred to in this Agreement, this Agreement will prevail.
3. Contra proferentem: The terms of this Agreement must not be construed adversely against a party if a reason for doing so is that the party prepared this Agreement or caused it to be prepared.
