MindSparx Professional Services Agreement

These Terms of Business ("Agreement") apply to all professional services provided by MindSparX ("MindSparX", "we", "our" or "Consultant") to the Client ("Client", "you" or "your"), unless otherwise agreed in writing.

Acceptance of Terms

These Terms apply to all services provided by MindSparX. By accepting a proposal, engagement letter, quotation, booking a workshop or coaching session, instructing MindSparX to commence work, or continuing to receive services, the Client agrees to be bound by these Terms. 

 
1. Our Services
MindSparX provides professional leadership and people services, including but not limited to:

• Executive and leadership coaching
• One-to-one coaching and mentoring
• Co-founder coaching and partnership development
• Founder and executive team alignment
• Leadership development programmes
• Team workshops and facilitation
• Strategy facilitation
• Culture and organisational development
• People and performance consulting
• Recruitment and talent advisory
• Fractional People & Culture support
• Other consulting and advisory services as agreed.

The specific services, deliverables, timelines and fees will be outlined in the accompanying proposal, engagement letter or Statement of Work.

2. Scope of Engagement

MindSparX will provide the services described in the agreed proposal.

Any work requested outside the agreed scope may incur additional fees. Where this occurs, MindSparX will discuss and agree any additional work and associated costs with the Client before commencing.

Unless otherwise agreed, any timelines provided are estimates and may be adjusted where circumstances change.

3. Professional Standards

MindSparX will perform all services with reasonable care, skill and professionalism.

While every effort is made to support successful outcomes, consulting, coaching and facilitation services are collaborative in nature and outcomes depend on many factors outside MindSparX's control, including the Client's decisions, implementation, participation and organisational circumstances.

Accordingly, MindSparX cannot guarantee specific commercial, financial, organisational or personal outcomes.

4. Client Responsibilities

The Client agrees to:

• provide information reasonably required for the engagement
• participate in coaching sessions and workshops in good faith
• ensure relevant stakeholders are available where required
• advise MindSparX promptly of any changes that may affect delivery
• remain responsible for all business, employment, financial, legal and operational
• decisions arising from the engagement.

5. Fees and Payment

Fees are outlined in the accompanying proposal or engagement letter.

Unless otherwise agreed:

• all fees are exclusive of GST
• invoices are payable within 14 days of the invoice date
• payments not received by the due date may incur interest in accordance with the Interest on
• Money Claims Act 2016 or any reasonable debt recovery costs incurred
• MindSparX reserves the right to suspend services where invoices remain unpaid.
• Travel outside the Auckland metropolitan area, accommodation and other agreed expenses will be invoiced separately unless otherwise included in the proposal.

6. Coaching Sessions, Workshops and Cancellations

Coaching Sessions
Coaching sessions may be rescheduled with at least 24 hours' notice.

Sessions cancelled with less than 24 hours' notice may be charged at the full session fee.

Workshops and Facilitation
Workshop preparation represents a significant investment of time.

Where workshops are postponed or cancelled:

• cancellations within 7 working days may incur up to 50% of the agreed fee
• cancellations within 3 working days may incur the full agreed fee where preparation has been substantially completed.

Where possible, MindSparX will work with the Client to reschedule rather than cancel.

7. Confidentiality

Both parties agree to keep confidential all non-public information obtained during the engagement unless:

• disclosure is required by law;
• the information is already publicly available; or
• the other party provides written consent.

Coaching conversations are confidential unless there is a legal or ethical obligation requiring disclosure.

8. Privacy

MindSparX will collect, store and use personal information solely for the purpose of delivering professional services and administering the engagement.

Personal information will be managed in accordance with the Privacy Act 2020 (New Zealand).

9. Use of Artificial Intelligence (AI)

MindSparX may use artificial intelligence ("AI") tools to support the delivery of services. This may include:

• meeting transcription
• note taking
• summarising discussions
• drafting documents
• generating ideas
• improving efficiency and service quality.

AI is used as a productivity tool only.

All significant outputs are reviewed, refined and validated by MindSparX before being shared with the Client.

Where meetings are recorded or transcribed using AI tools, participants will be advised in advance.

MindSparX will take reasonable care not to knowingly input confidential Client information into publicly available AI platforms in a manner intended to identify the Client unless the Client has provided consent or appropriate enterprise privacy protections are in place.

10. Intellectual Property

Unless otherwise agreed in writing:

All methodologies, frameworks, templates, workshop materials, coaching models, presentations, documents and intellectual property developed or owned by MindSparX remain the property of MindSparX.

The Client receives a non-exclusive licence to use deliverables internally within their organisation.

The Client may not:

• reproduce materials for commercial purposes
• resell materials
• distribute materials externally
• use MindSparX intellectual property to deliver training or consulting services without prior written permission.

The Client retains ownership of all intellectual property and confidential information provided to MindSparX.

11. Advice and Decision Making

MindSparX provides professional guidance, coaching, facilitation and consulting based on experience and information provided by the Client.

The Client remains solely responsible for decisions made and actions taken as a result of the engagement.

Nothing provided by MindSparX constitutes legal, accounting, financial or employment law advice.

Where specialist advice is required, the Client should seek advice from an appropriately qualified professional.

12. Limitation of Liability

To the maximum extent permitted by New Zealand law, MindSparX's total liability arising from any engagement is limited to the fees paid by the Client for the services giving rise to the claim.

MindSparX will not be liable for indirect, consequential or incidental losses, including loss of profits, business interruption or reputational damage.

13. Independent Contractor

MindSparX acts as an independent contractor.

Nothing in this Agreement creates a partnership, employment relationship or joint venture between the parties.

14. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations where this results from circumstances beyond its reasonable control, including but not limited to natural disasters, illness, pandemics, government restrictions, power outages, technology failures or other unforeseen events.

Where possible, the parties will work together to reschedule affected services.

15. Term and Termination

The engagement commences on the date agreed in the proposal and continues until completion of the agreed services or termination by either party.

Either party may terminate the engagement by providing 14 days' written notice, unless otherwise agreed.

Termination does not affect payment obligations for work already completed or committed.

16. Governing Law

This Agreement is governed by the laws of New Zealand.

Any disputes arising under this Agreement will be subject to the exclusive jurisdiction of the New Zealand courts.

17. Entire Agreement

This Agreement, together with any proposal, engagement letter or Statement of Work, constitutes the entire agreement between the parties and supersedes all previous discussions or understandings relating to the engagement.

18. Amendments

MindSparX may update these Terms from time to time.

Updated Terms will apply to future engagements and ongoing services following reasonable notice to the Client.

Last Updated:  July 2026