Terms & Conditions

Where:

‘You’ and ‘your’ refer to the individual or organisation purchasing products or services from Serenity in Leadership Ltd.

‘We’ and ‘our’ refer to Serenity in Leadership Ltd.

Framework

As a part of working together, you and we are agreeing to these Terms & Conditions and that they will be applicable to the work we do together. In short, these Terms & Conditions establish our basic relationship.

Statements of Work

The specific work we do together will be on a project basis where you and we will discuss each proposed project before agreeing to be bound to complete or pay for the work. Either one of us can put together an initial proposal regarding work to be done in a contemplated project. Putting such proposals together may be a part of the work we agree to do together. Once we have a proposal, together you and we will discuss the scope of the work to be completed, the schedule for the work, what deliverables might be included, and the compensation. When we have agreement on the specifics, we will put together and sign a written Statement of Work which will express those specifics for each particular project. Each such Statement of Work, including any Change Orders, will be subject to these Terms & Conditions unless the Statement of Work specifically states a different term than is included in these Terms & Conditions.

Terms

These Terms & Conditions will apply to all of our joint Statements of Work for as long as we do business together. If necessary, either you or we may terminate this relationship by giving written notice of the decision to terminate these Terms & Conditions thirty (30) days before the date the relationship is to end. However, if there is a Statement of Work in place, these Term & Conditions will end when the last Statement of Work is finished or is properly cancelled. These Terms & Conditions cannot be changed unilaterally; however, we can both agree in writing to change them.

Scope of Work

Each Statement of Work will include a Scope of Work. The Scope of Work will generally be for services and/or deliverables including materials for training and seminars.

Separate from our relationship with you, we will be free to provide our services and products, including coaching, to the people and organisations we come in contact with as a part of performing work for you so long as we do not compete with similar services already provided by you.

Compensation

Each Statement of Work will include compensation. Unless otherwise agreed, we will invoice you monthly for work completed and associated expenses. Exceptionally, coaching is billed for in advance and in full.

Payment is due within thirty (30) days of the invoice date.

Any unpaid invoices will accrue interest on the unpaid balance at the monthly rate of 1.5% of the balance due, compounded annually. If we do not receive payment when due, we will also have the option to cease work on any outstanding Statements of Work until the balance is brought current. Our decision not to perform work when there is an outstanding balance will not be a breach of our obligations or responsibilities under these Terms & Conditions or any applicable Statement of Work.

If we are required to pursue legal action in order to obtain payment of an outstanding balance, we will be entitled to recover the amount due, plus the costs we incur to collect payment including any attorney fees we reasonably incur.

Deliverables

Where called for in a Statement of Work, we will provide original materials for workshops and consultancy sessions. The final reproduction of copies of such materials for use at events will be your responsibility.

When we provide you any deliverables such as products, documents, materials, or information as a part of a Scope of Work, you will have the opportunity to inform us of any deficiencies or concerns within fourteen (14) days of delivery. Thereafter, or at the point when you reproduce the deliverable for use, the deliverable will be deemed to have been accepted by you.

Travel Policy

The attached Travel Policy will be applicable to reimbursable expenses related to travel.

Independent Contractor

We are independent contractors of you and are not an agent, partner or joint venturer with you. Unless specifically agreed to in writing separately, neither you nor we will have any right, power, or authority to act, or create any obligation, express or implied, on behalf of the other.

Our Consultants and Personnel

You may make a request for the assignment of particular persons to accomplish portions of the Scope of Work in a Statement of Work, and we will attempt to honour the request. However, we reserve the right and discretion to allocate the personnel we determine are appropriate to perform the work required under a Statement of Work.

You understand that part of the value we bring to you is the relationships we have with the personnel we hire to work with us and with you. Your opportunity to work with them is a result of your relationship with us. In addition, our personnel have obtained confidential and trade secret information regarding our operations, knowledge and skills. Accordingly, during the term of our relationship with you and for two (2) years thereafter, you will not, directly or indirectly, engage, hire, retain, recruit, solicit or induce any of our personnel to enter into employment or any other business arrangement with you, except through us, or with our written permission.

Changes to Scope of Work

If, because of a request by you, a Statement of Work needs to be modified to change the Scope of Work, the schedule of performance, or another issue included in the Statement of Work, we will provide you with a Change Order which will specify the modification to be made, including any changes the modification will have on the compensation for the Statement of Work. We will not have an obligation to do any additional work, or a modified Scope of Work, until a Change Order is accepted by you.

Changes required for our own convenience will be at our own cost. However, if we cannot perform because of an unforeseen circumstance beyond our control such as an act of God, fire, civil unrest, natural disaster, governmental act or restriction, or similar events, our failure will be excused.

Cancellation and Postponement

When we accept an engagement to accomplish a Scope of Work, we, and our personnel, will calendar and schedule the time and resources necessary to accomplish the work. This commitment by us to you and your needs may result in our turning down other opportunities and incurring non-refundable expenses for your benefit. We will work with you to maintain a reasonable level of flexibility, but postponements and cancellations will often increase the fees and costs of any Statement of Work. This is particularly problematic for seminars, training session, workshops, off-sites, and events.

Therefore, when a cancellation or postponement is the result of your needs, or is at your convenience, we will have the option to prepare a Change Order to accommodate you. However, we will have the right to include in the Change Order fees and costs associated with the loss we will incur as a result of the change. If you accept such a Change Order, there will be no separate charge for the cancellation or postponement.

If we do not prepare a Change Order, or you elect not to accept a Change Order we have prepared, a cancellation, or postponement that results in a cancellation, will incur cancellation fees. The cancellation fees will be as follows unless the Statement of Work provides otherwise:

• Where seven (7) or less days’ notice is provided, 100% of the fee for the affected portion of the work is payable (based on the Scope of Work);
• Where less than fourteen (14) days, but greater than seven (7) days, notice is provided, 75% of the fee for the affected portion of the work is payable;
• Where less than thirty-five (35) days, but greater than fourteen (14) days, notice is provided, 50% of the fee for that part of the work is payable;
• Where less than forty-nine (49) days, but greater than thirty-five (35) days, notice is provided, 30% of the fee for that part of the work is payable;
• Where more than forty-nine (49) days’ notice is provided, no fees are payable.

If a material portion of the Scope of Work within a Statement of Work is postponed for a period of sixty (60) working days or more without a Change Order, that portion of the Statement of Work will be deemed to have been cancelled by you and further work will require a new Statement of Work.

Warranty

We will do our work under each Statement of Work in a professional, good and workmanlike manner according to the material requirements of the Statement of Work. THIS IS THE FULL EXTENT OF OUR WARRANTY REGARDING OUR WORK AND WE ARE DISCLAIMING ANY OTHER WARRANTY THAT MIGHT BE APPLIED, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

To the extent permitted by a Statement of Work, we will work with you to obtain any appropriate licensing, rights, or title regarding the products, materials, information, data, and services we agree with you to obtain or use as a part of a Scope of Services in a Statement of Work. Those third parties will be responsible for their own representations, work, products or services and we will not be responsible to you for their failures.

If there is any breach of our warranty, your sole remedy will be for us to redo the work at issue at our cost.

Intellectual Property

Trademarks

As a part of our relationship, you and we agree that we each have permission to use each other’s marks such as our names and brands in preparing materials, documents, and marketing collateral as a part of the performance of Statements of Work. In doing so, we will each obtain the others’ approval for the specific uses of the others’ marks in order to manage how and when they are used.

Copyrights

It is understood that you will be providing us with information and materials for use in performing Statements of Work which are, or may be, copyrighted. In doing so, you are giving us a license to use such works, create derivative works, incorporate such materials into deliverables, and present such works as a part of performance of a Scope of Work. Furthermore, by providing such works to use, you are representing and warranting that you have the appropriate permissions and/or licenses to give us these rights.

In working together, we may agree to use copyrighted or protected works from third parties. While we may assist you in obtaining the appropriate licenses or rights for use of such works, it will be your responsibility to obtain these licenses and rights. We will be relying on you obtaining these rights in order for us to use such materials in our performance, and you will provide us with evidence of these rights on our request.

The materials, documents, and deliverables we create as a part of a Statement of Work will be our original work and we will own the copyright to such works. We are giving you a license to use such works internally for the purposes contained within the applicable Statement of Work. This means you may use the deliverables for the purposes for which they were created under the Statement or Work, including making copies, distributing such deliverables within your organisation, and displaying such works internally. However, you may not sell these works, create derivate works, display these works to third parties or the public, or provide them to a third party without our express written permission. We are reserving all rights not specifically provided to you to copy, distribute, perform, create derivative works, or otherwise use such works. As a result, if you wish to use such works for a different purpose, with different people or organisations, or in a different setting, you will contact us to obtain such rights.

As a part of putting together deliverables, you understand that we will be contributing our own original work to the deliverables which we generate for you as a part of a Statement of Work. While we are providing you a license to use such works as a part of the deliverables, we will retain full rights over such original work for our own use in this or other projects we may perform for you or third parties. We will not use any proprietary information we have gleaned through our work with you with any other client without your permission.

Trade Secrets and Confidential Information

It is anticipated that as a part of performing Statements of Work, we will be given access to information about you and your clients, constituents, members, employees, agents and other related parties which is considered confidential and/or trade secret. Some of this information will be necessary for us to use to perform under the Statements of Work, some will be generated as a part of our performance, and other information

may be revealed as a part of our work with you. We desire to work with you to ensure that we maintain as confidential the appropriate information.

Accordingly, you will tell us when you are providing information about yourself or your related parties which you believe is confidential. We will not disclose without your prior written permission any such confidential information relating to you or your related parties which we acquire while providing our services, and which is not already in the public domain.

In addition, we will maintain as confidential the information we gather and collect regarding you and your related parties which is not in the public domain or readily available to the public. It is understood that we may agree to include such information in deliverables as a part of performing a Statement or Work. Accordingly, you and we will maintain as confidential the information gathered regarding you or related parties and incorporated into any deliverables, and you will not disclose such content to any other third-party part or division of your organisation without our prior written consent. For our part, such consent will not be unreasonably withheld.

As a part of working with you to facilitate an appropriate environment in which to accomplish the goals of a Statement of Work, to the extent we participate in, or facilitate, programs, events, seminars, or functions as a part of a Statement of Work, we will maintain as confidential the personal information revealed at such events regarding you and the attendees.

Likewise, you understand that our techniques, processes, and methods for performing our work have been developed and acquired through the investment of significant resources, including time, money, and extensive experience. As a result, such knowledge and skills are trade secrets and/ or confidential. You agree to treat them as confidential and not to dis-close to any third party without our prior written permission any of our programs, methods, procedures, data and techniques collected or used by us, unless they are already publicly available.

Our Portfolio

You give us permission to identify you and to generally describe the work we have done for you without revealing any confidential or sensitive information to prospective clients and third parties as a part of our marketing and proposals to them.

Indemnification

If a claim or action is made against either of us by a third party arising out of any negligence or wrongdoing by the other, including any claim of infringement of any intellectual property right, that party will indemnify the other from any damages arising out of such claim or action, including any attorney fees and costs associated with the defence.

Limitation of Liability

To the extent we are liable for damages arising out of a breach of a Statement of Work or these Terms & Conditions, the damages will be limited to the amount you paid to us for performance of the Statement of Work at issue.

In no event will we be responsible to you for any consequential, incidental, or special damages such as damages for lost profits, business interruption, or loss of information in connection with, or arising out of, the performance of a Scope of Work under a Statement of Work, including the provision of any deliverables or services thereunder.

Assignment

You and we agree that neither of us will assign the rights and obligations of these Terms & Conditions or any Statement of Work without the written consent of the other.

Governing Law

These Terms & Conditions, and all Statements of Work, will be governed by the law of _____________________ (to be agreed once we have a better understanding of your organisation).

Dispute Resolution

While we will be entitled to bring a legal action to collect unpaid fees before any court of competent jurisdiction, any other claim or dispute arising out of these Terms & Conditions or Statement or Work will be submitted to binding arbitration with ________________________ before one arbiter in ______________________________. However, either party may apply to any court of competent jurisdiction for injunctive relief.

The prevailing party in any dispute will be entitled to collect their reasonable costs and attorney fees incurred.

Travel Policy

Serenity in Leadership Ltd personnel will fly economy class for all domestic US flights and flights within Europe or Asia with a duration of less than five (5) hours.

Where one-way in-flight time exceeds five (5) hours, personnel are authorised to fly business class using the best routing in terms of economy and also practicality with respect to the individual’s need to be fresh and resourced to deliver his work.

When a flight connection is required, flight segment times may be combined. If the combined total of the flight times exceeds five (5) hours, business class applies on each flight.

Flights to points in Africa (excluding Egypt) will be considered as “business eligible” regardless of duration.

If traveling by train, personnel may travel First Class.

Personnel will be entitled to reimbursement from the customer for their reasonable room and board expenses while traveling away from their home city and which they incur while on business for the customer.

When the customer maintains a master bill for food and/or lodging as a portion of a Scope of Work, such as an event or workshop at a hotel, Serenity in Leadership Ltd personnel will be included as a part of the master bill, and their expenses for lodging and food will be included on the master bill, rather than being reimbursed.

When there is a master bill, personnel will be entitled to incur reimbursable expenses separate from the master bill, such as for dining at a different location, so long as those expenses are reasonably comparable to the expenses the personnel would have incurred, but did not incur, on the master bill.

When Serenity in Leadership Ltd personnel directly incur reimbursable expenses for travel, those travel expenses will be billed, and the reimbursement will be due from the customer, in the month they are incurred. Any monetary refunds to personnel for travel expenses incurred will be credited to the customer when the refund is actually received.