General terms of business

The Bettr Company provides business coaching, strategic advisory, business operating systems, leadership development, strategic planning, education, workshops, implementation support and related business services.

Our services may incorporate The Bettr Operating System and methodologies, frameworks and tools relating to areas including:

• Vision
• People
• Execution
• Numbers
• Systems
• Leadership

The exact services provided to each Client may vary according to the program purchased, the Client’s circumstances and the applicable Service Order.

Unless expressly stated otherwise in writing, our role is advisory. We do not operate or manage the Client’s business on the Client’s behalf.

The specific commercial arrangements for each engagement will be contained in the applicable Service Order.

A Service Order may specify:

• services or program purchased;
• commencement date;
• meeting or session frequency;
• session duration;
• fees;
• billing frequency;
• minimum commitment period;
• specific deliverables;
• additional services;
• special conditions; and
• other agreed commercial arrangements.

If there is an inconsistency between these Terms and a Service Order, the Service Order will prevail in relation to the specific commercial arrangements contained in that Service Order.

These Terms otherwise continue to apply.

Depending upon the engagement, services may be delivered through one or more of:

• individual business coaching;
• strategic advisory sessions;
• group coaching;
• workshops;
• strategic planning sessions;
• online meetings;
• in-person meetings;
• assessments and diagnostics;
• digital resources;
• templates;
• frameworks;
• operating tools;
• educational materials;
• asynchronous communication;
• implementation support; and
• other services agreed between the parties.

The frequency and duration of sessions are determined by the applicable Service Order.

The Client acknowledges that the nature and priorities of business advisory services may evolve as circumstances within the Client’s business change.

The Client acknowledges that The Bettr Company provides advice, strategy, coaching, systems, frameworks, tools, recommendations and accountability. The Client is responsible for implementing them.

Unless expressly agreed otherwise in writing, The Bettr Company does not operate the Client’s business, manage its employees, execute its sales or marketing activities, make financial decisions on its behalf or implement recommendations on behalf of the Client.

The Client remains responsible for:

• making all final business and commercial decisions;
• implementing recommendations;
• completing agreed actions;
• allocating appropriate time and resources;
• managing employees and contractors;
• managing suppliers;
• sales and marketing activities;
• customer relationships;
• financial management;
• hiring and termination decisions;
• legal and regulatory compliance;
• monitoring the performance of the business; and
• the overall operation and performance of the business.

The Client agrees to provide reasonably accurate and complete information where required for us to provide the services.

The Client acknowledges that the effectiveness of any advice, strategy, system, framework or recommendation depends substantially upon the Client’s implementation and execution.

Advice that is not implemented may produce no result.

The Bettr Company is not responsible for results affected by the Client’s failure, refusal or delay in implementing recommendations or completing agreed actions.

The Bettr Company does not guarantee results.

We provide our experience, methodologies, strategic advice, business coaching, systems, frameworks, tools and accountability with the objective of assisting Clients to improve their businesses.

However, every business is different and business performance is affected by numerous factors outside our control.

These may include:

• the Client’s implementation and execution;
• decisions made by the Client;
• employees and contractors;
• customers;
• suppliers;
• competitors;
• market conditions;
• economic conditions;
• industry changes;
• legislation and regulation;
• access to capital;
• technology;
• timing; and
• other circumstances outside our control.

Accordingly, The Bettr Company does not warrant or guarantee that the Client will achieve any particular:

• revenue;
• revenue growth;
• profit;
• profitability;
• number of customers;
• number of sales;
• lead volume;
• conversion rate;
• cost reduction;
• productivity improvement;
• employee performance;
• business valuation;
• business sale;
• exit value;
• reduction in founder working hours;
• return on investment; or
• other financial, operational or commercial outcome.

Any goals, targets, forecasts, projections, modelling, examples, testimonials, case studies, historical results or discussions regarding potential outcomes are provided for informational or illustrative purposes only.

They are not promises, warranties or guarantees of future performance.

Past performance of The Bettr Company, Byron Van Gisborne, associated businesses or other Clients does not guarantee the Client’s future performance.

The Client expressly acknowledges that they are purchasing professional services, strategic advice, coaching, systems, frameworks, tools and support, not a guaranteed business outcome.

The fees payable by the Client will be specified in the applicable Service Order.

Unless otherwise specified:

• recurring fees are payable monthly in advance;
• invoices must be paid by the due date stated on the invoice;
• fees are exclusive of applicable taxes unless expressly stated otherwise;
• the Client is responsible for applicable bank fees, international transaction fees and currency conversion costs; and
• recurring payment arrangements may be automatically charged to the Client’s nominated payment method.

The Client authorises The Bettr Company and its payment providers to process payments in accordance with the applicable Service Order.

Where an amount becomes overdue, The Bettr Company may:

• request immediate payment;
• suspend sessions or services;
• suspend access to materials or systems; and/or
• decline to provide further services until the account is brought up to date.

Suspension of services due to non-payment does not waive amounts owed under an agreed minimum commitment period.

The commencement date and any minimum commitment period will be specified in the applicable Service Order.

Unless otherwise specified, after completion of any minimum commitment period, recurring engagements will continue on a month-to-month basis.

Unless otherwise stated in the Service Order, either party may terminate a month-to-month engagement by providing 30 days’ written notice.

Where a Client has agreed to a minimum commitment period, termination does not remove the Client’s obligation to pay fees due during that minimum period, subject to applicable law.

The Bettr Company may immediately suspend or terminate an engagement where the Client:

• materially breaches these Terms;
• repeatedly fails to pay amounts when due;
• engages in unlawful conduct;
• misuses our intellectual property;
• behaves abusively or threateningly toward our personnel; or
• otherwise makes continuation of the commercial relationship unreasonable.

Termination does not affect rights or obligations accrued before termination.

Where an engagement includes scheduled sessions, the Client should provide at least 24 hours’ notice when requesting to cancel or reschedule a session.

Sessions cancelled or missed with less than 24 hours’ notice may be treated as having been delivered.

Where reasonably practicable, The Bettr Company will attempt to accommodate legitimate rescheduling requests.

If The Bettr Company cancels a scheduled session, we will provide a reasonable opportunity to reschedule it.

Unless otherwise agreed:

• unused sessions do not accumulate indefinitely;
• sessions cannot be exchanged for cash;
• sessions are not transferable to another person or business; and
• unused sessions expire when the applicable engagement ends.

The Bettr Company’s services are business coaching, strategic advisory, education and operational support.

Unless expressly agreed otherwise in writing, we do not provide:

• legal advice;
• taxation advice;
• accounting advice;
• financial product advice;
• investment advice; or
• other regulated professional advice.

The Client should obtain independent professional advice from appropriately qualified advisers where required.

Each party agrees to protect confidential information received from the other party and use that information only for purposes associated with the engagement.

Confidential information may include:

• financial information;
• revenue and profitability information;
• customer information;
• employee information;
• business plans;
• strategies;
• pricing;
• systems;
• processes;
• intellectual property;
• databases;
• trade secrets;
• technology;
• commercially sensitive information; and
• other information reasonably understood to be confidential.

Confidentiality obligations do not apply to information that:

• is already publicly available other than through a breach of these Terms;
• was lawfully known to the receiving party before disclosure;
• is independently developed;
• is lawfully obtained from another source;
• is disclosed with the other party’s consent; or
• must be disclosed by law.

These confidentiality obligations survive termination of the engagement.

The Client retains ownership of its business information and data.

The Client authorises The Bettr Company to collect, access, process and store information reasonably required to:

• provide the services;
• communicate with the Client;
• administer the engagement;
• maintain records;
• process payments;
• improve service delivery; and
• comply with legal obligations.

The Bettr Company may use third-party software and service providers to deliver its services.

Where third-party systems are used, their respective privacy, security and data-processing terms may also apply.

The Bettr Company retains all rights, title and interest in intellectual property owned, created or developed by it independently of the Client.

This includes The Bettr Operating System and associated:

• methodologies;
• processes;
• frameworks;
• templates;
• assessments;
• diagnostics;
• scorecards;
• training materials;
• presentations;
• documents;
• software;
• digital content;
• educational materials;
• operating tools; and
• proprietary know-how.

Unless otherwise agreed in writing, the Client receives a limited, non-exclusive, non-transferable licence to use materials supplied by The Bettr Company internally within the Client’s own business.

The Client must not, without prior written permission:

• sell our materials;
• licence them to third parties;
• commercially distribute them;
• publish them;
• reproduce them for third parties;
• use them to provide competing coaching or consulting services;
• commercially teach our methodologies; or
• represent our intellectual property as their own.

The Client retains ownership of intellectual property owned by the Client before the engagement.

During an engagement, The Bettr Company may recommend or discuss third-party:

• software;
• technology;
• consultants;
• accountants;
• lawyers;
• recruiters;
• marketers;
• contractors;
• suppliers; or
• other service providers.

Unless expressly agreed otherwise, those providers operate independently of The Bettr Company.

The Client remains responsible for determining whether any third-party product or service is suitable for its business.

The Bettr Company is not responsible for the acts, omissions, performance, availability or services of independent third-party providers.

The Bettr Company will not knowingly publish the Client’s confidential business information without appropriate permission.

Where the Client voluntarily provides a testimonial or expressly authorises The Bettr Company to use particular information, results, branding, photographs, video or other material, The Bettr Company may use that material within the scope of the permission provided.

Any permission granted may be subject to additional written terms agreed between the parties.

To the maximum extent permitted by applicable law, The Bettr Company will not be liable for indirect, incidental, special or consequential losses arising from the engagement.

This includes, to the extent permitted by law:

• loss of anticipated profit;
• loss of anticipated revenue;
• loss of opportunity;
• loss of customers;
• loss of goodwill;
• business interruption; or
• losses arising from business decisions made by the Client.

To the maximum extent permitted by applicable law, The Bettr Company’s aggregate liability arising from an engagement will be limited to the total fees actually paid by the Client to The Bettr Company during the three months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes, restricts or modifies any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified.

To the extent permitted by applicable law, the Client indemnifies The Bettr Company, its officers and personnel against third-party claims, liabilities, losses and reasonable expenses arising directly from:

• unlawful conduct by the Client;
• the Client’s material breach of these Terms;
• infringement caused by materials supplied by the Client;
• misuse of The Bettr Company’s intellectual property; or
• actions taken by the Client contrary to applicable law.

This clause does not require the Client to indemnify The Bettr Company for liability caused by The Bettr Company’s own unlawful conduct to the extent such liability cannot legally be excluded.

The Bettr Company acts as an independent service provider and strategic advisor.

Nothing in these Terms creates an:

• employment relationship;
• partnership;
• joint venture;
• franchise;
• agency relationship; or
• fiduciary relationship

between the parties.

Neither party has authority to bind the other unless expressly authorised in writing.

Neither party will be liable for failure or delay in performing an obligation where that failure or delay results from circumstances reasonably beyond that party’s control.

Such circumstances may include natural disasters, war, civil disturbance, government action, pandemic, telecommunications failure, significant technology outages or other comparable events.

Payment obligations relating to services already provided are not excused by this clause.

The Client agrees that contracts, Service Orders, notices, invoices and other communications may be provided electronically.

Acceptance may occur through:

• electronic signature;
• clicking an acceptance mechanism;
• written confirmation;
• payment of an invoice;
• commencement of services; or
• another method demonstrating acceptance.

Electronic acceptance will have the same effect as a physical signature to the extent permitted by applicable law.

The parties acknowledge that business priorities may change during an engagement.

The Bettr Company and the Client may agree to modify priorities, strategies, deliverables or methods of delivery.

Any material change to pricing, minimum commitment periods or other core commercial terms should be agreed in writing.

These Terms together with the applicable Service Order constitute the agreement between the parties regarding the relevant services.

They supersede previous discussions, proposals or representations concerning those services, except where expressly incorporated into the Service Order.

If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be interpreted or modified to the minimum extent necessary where legally possible.

The remaining provisions will continue in full force and effect.

A failure or delay by either party to exercise a right under these Terms does not constitute a waiver of that right.

A waiver on one occasion does not constitute a continuing waiver.

Provisions relating to confidentiality, intellectual property, payment obligations, limitation of liability, indemnities and any other provisions intended by their nature to continue will survive termination or expiry of an engagement.

These Terms and any dispute or claim arising from them are governed by the laws of Singapore.

Subject to any mandatory rights or remedies available to a Client under applicable law, the parties submit to the jurisdiction of the courts of Singapore.

Nothing in these Terms is intended to exclude, restrict or modify any statutory guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.