Service AgreementGeneral Terms and Conditions
General Terms and Conditions
On signing of a Service Schedule, CDL will provide certain services which are listed in Service Schedule(s).
2. Customer shall:
- not use or permit the Services to be used in any way that is illegal or could damage or affect CDL or CDL’s reputation including any request to breach employee confidentiality (unless in CDL’s view and, at its sole discretion, a lack of breach compromises the health and well-being of that employee).
- ensure that all information provided to CDL is current and accurate and will inform CDL of any changes to that information.
- notify CDL in writing and consult with CDL about the possible provision of additional Services which will be specified in a Service Schedule if Customer has different, changing, or ongoing needs not necessarily provided for by the agreed Services.
- use the Services for the purposes intended and only in accordance with reasonable directions given to Customer by CDL.
- not hold CDL liable in any way for any postponement or cancellation to scheduled or non-scheduled Services due to any delay to Customer approving those Services.
- permit its name to be referenced on the CDL websites as a valued Customer. CDL may also ask permission to include a testimonial or case study outlining the services that CDL has provided to the company. CDL will always seek approval from Customer as to case study content and format before uploading to CDL’s websites.
The applicable professional fee(s) plus taxes and any agreed disbursements for the Services under this Service Agreement are set out in the Service Schedule.
4. Payment Terms
Customer will notify CDL of any required Purchase Order Numbers to be referenced on the CDL Invoice. Customer accepts that CDL cannot start any Services until the relevant Purchase Order Number (s) has been provided and a Service Schedule is fully signed.
On or about the last day of the month CDL will issue an invoice for the total fees payable to CDL for Services provided in that month.
The payment of such fees in its entire amount to CDL is due on or before the 20th day of the following calendar month.
5. Cancellation/Postponement Fees
Where 1:1 coaching is provided, should the employee fail to give more than 24 hours’ notice of non – attendance at pre-scheduled appointments (other than for sudden illness, emergency, or family bereavement), CDL reserves the right to either debit that session from the agreed coaching hours or charge Customer a cancellation fee of 10% of the programme fee to cover administration, coach time and incidental costs incurred in preparation of the scheduled appointments. CDL will always advise you before any additional costs are charged.
Where on-site consultation and / or redundancy support has been confirmed for delivery by CDL, should one or more of the scheduled hours or days be cancelled or postponed with less than 48 hours’ notice from the date the on-site support was scheduled to be provided, Customer agrees that CDL will charge 50% of the hourly or daily fee(s) for the hours or days that were not utilised by Customer as agreed. Customer acknowledges that this postponement or cancellation fee is contribution to the recovery by CDL of confirmed coach ‘locked in’ availability to Customer, and any material production costs in preparation.
Where one or more in-house workshops (with or without individualised follow up coaching) has been confirmed for delivery by CDL, should one or more of the workshops be postponed or cancelled with less than 5 working days’ notice from the date the workshop was scheduled to be provided, Customer agrees that CDL will charge 50% of the relevant gross workshop fee(s). Customer acknowledges that this postponement or cancellation fee is contribution to the recovery by CDL of pre-workshop consulting services and time, pre-workshop Customer services administration, facilitator(s) time in preparation, facilitator(s) ‘locked in’ availability to you, and any material production costs in preparation.
At any time that CDL services are provided either at Customer’s site or at an alternative appropriate venue, (either on request by the employee or you), all relevant expenses will be charged at cost, including any travel, transport, mileage, accommodation, and travel time. CDL will advise Customer when an employee independently requests any on site coaching and this incurs unexpected expense costs for Customer.
Should any postponements or cancellations be requested by Customer once travel and accommodation costs have been incurred by CDL, Customer will fully refund the incurred costs and any associated cancellation or postponement penalty fees.
Either Customer or CDL may end this agreement at any time on 30 days’ notice in writing to the other, which event the Supplier shall be paid for the Good and Services ordered and supplied up to the date of termination. Customer is not obliged to make any further payment to the Supplier as a result of termination.
One party may end the Service Schedule immediately if the other party breaches any term or condition of this agreement.
The ending of any Service Schedule will not prejudice or affect in any way CDL’s entitlement to recover payment, including cancellation/postponement charges as set out above, other than when ending occurs as a result of CDL being in breach of this agreement in which case no cancellation fee will be incurred by Customer.
8. Intellectual Property
All intellectual property rights in the Services provided by CDL including without limitation any workbooks, material(s), manuals, information, profiles, or reports supplied in hard copy format and / or by electronic means or generated for the benefit of you or any of your employees, are owned by, or licensed to, CDL, and any reproduction or redistribution must be approved in advance and in writing by CDL.
CDL provides focused opportunity (and reminders where required) for every individual to complete a hard copy or online evaluation of the CDL service that has been received. CDL guarantees that all received completed evaluations are audited for quality control purposes and then forwarded unedited to the Customer. However, CDL cannot be held responsible for the refusal, reluctance, or lack of commitment on behalf of employees, to provide service feedback and to return completed evaluations or where an incorrect email address has rendered the evaluation request undeliverable.
Customer shall not, except if CDL agrees, use, or permit for use any information it, or any of its employees, makes available to that other party for any purpose other than the supply of Services by CDL to Customer.
Any personal information obtained by Customer or CDL in relation to this Service Agreement may only be collected, held, used, and distributed in accordance with the Privacy Act 2020 or any replacement legislation.
12. Liabilities and Indemnities
CDL shall not be liable for any losses, damages, costs, or expenses of any kind whatsoever resulting from its supply of Services when caused by Customer’s negligence or by your breach of these General Terms and Conditions.
CDL and any of its employees, representatives and/or agents are indemnified against any direct or indirect actions, claims, damages, costs, expenses, and losses suffered by Customer, as a result of or in connection with, the Services provided to Customer.
CDL does not guarantee the Services will provide or contribute to any particular result or outcome for Customer or any of its employees.
CDL has in place appropriate indemnity insurance up to a minimum of $1,000,000.
If direct negotiations between Customer and CDL do not achieve a resolution of any dispute arising out of the Services provided to Customer, that dispute will be referred to mediation for resolution. CDL and Customer will bear their own costs for any mediation.
16. Health and Safety
Both CDL and Customer are responsible for complying with all applicable laws for maintaining safe premises, and with the Health and Safety at Work Act 2015 and all regulations and codes of practice made under that Act.
17. General Terms
Governing law -These General Terms and Conditions will be governed by and interpreted in accordance with the relevant laws and the parties hereby submit to the exclusive jurisdiction of the relevant Courts.
Confidential Information means all information or data, in any form or medium whatsoever, relating to CDL and Customer which by its nature, or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential.
Service Agreement means this Service Agreement for Services and any Service Schedule.
Services means the services provided under any Service Schedule.
Service Schedule means a service schedule specifying the Services to be carried out.