Effective Date - 1 Sept 2024

At Human Fabric, we value your privacy. This Privacy Policy outlines how we collect, use, and protect your personal information when you visit our website www.humanfabric.co.nz, or engage with our services.

1. Information We Collect

We collect personal information (e.g., name, email, phone, business details) when you contact us or use our services. We may also collect non-personal information (e.g., browser type, IP address) through cookies and tracking technologies to improve user experience.

2. How We Use Your Information

We use your information to:

• Provide and improve services
• Respond to inquiries
• Process transactions
• Communicate updates or offers
• Analyse website performance

3. How We Share Your Information

We do not sell your data. We may share it with:

• Service providers who assist us with our services (e.g., payment processing)
• Business transfers in the event of a merger or sale

4. Data Security

We take reasonable measures to protect your information, but no transmission over the internet is completely secure.

5. Your Rights

You have the right to:

• Access, update, or delete your information
• Opt out of marketing communications
• Manage cookie preferences through your browser settings

6. Data Retention

We keep your data only as long as necessary for legal or business purposes and delete it when no longer needed.

7. Third-Party Links

Our site may contain links to external sites. We are not responsible for their privacy practices.

8. Changes to This Policy

We may update this policy and will post changes on this page with an updated "Effective Date."

9. Contact Us

If you have questions, contact us at:

jenny@humanfabric.co.nz

+64 210 815 2381

These terms of engagement (Terms) apply in respect of the engagement (Engagement) by you (Client) of Human Fabric Limited (Consultant) to provide neurodiversity courses, consulting, coaching or other services (including any specified in an email of engagement for a particular matter) (Services), except to the extent that we otherwise agree with you in writing.

1. Obligations of the Consultant

1.1 The Consultant agrees to perform the services in a timely, careful, efficient and competent manner in accordance with these Terms.

1.2 The Services may from time to time be varied by agreement in writing.

1.3 The Consultant:

(a)  Will promptly commence and expeditiously carry out the Services, working cooperatively with the Client;

(b)  Will exercise due care in the handling of confidential information belonging to the Client;

(c)  May, with the prior written consent of the Client, engage a subcontractor to carry out any part of the Services but, in such event, will take full responsibility for all aspects of the subcontractor’s performance, remuneration and compliance with these Terms and of any relevant legislation or regulations;

(d)  Will supply all equipment, materials and other resources which are necessary to ensure the Services are performed efficiently, except as agreed with the Client; and

(e)  Will comply with such directions as the Client may give it in respect of the performance of the Services.

2. Term

2.1 The parties shall be bound by these terms with effect from the date on which the parties schedule an appointment for the delivery of Services.

2.2 The Consultant's Engagement may be terminated as provided in clause 7.

2.3 The Consultant may at its sole discretion update and/or amend these Terms from time to time (which the Consultant expects to take place on an annual basis) by notice in writing to the Client. The Client’s continuing instructions to or engagement with the Consultant fourteen (14) days after such notice shall constitute its acceptance of the terms of any such updates and/or amendments.

3. Charges

3.1 The Consultant's charges for the Services shall be as shown on the Consultant's website, unless otherwise specified in the Consultant's formal quote or confirmation of engagement email to the Client, in which case the quoted/emailed price takes precedence.

3.2  The Consultant will render an itemised GST tax invoice for each Service, within 7 days of booking the Services, except as noted in Clause 3.3. Each invoice will be accompanied by a description of the Service to be provided to which the invoice relates.

3.3 For publicly offered Services, such as ticketed courses or coaching with private Clients (as opposed to organisational Clients), the Consultant will provide an online payment system for the Client to secure booking of the Services. An itemised GST receipt will be provided for each Service. Alternatively, if requested by the Client and agreed by the Consultant, an invoice may be issued to secure booking of the Services. 

3.4  The Client will pay all charges invoiced within seven (7) working days of receipt of the tax invoice, or prior to the commencement of the Services, whichever is the earlier.

3.5  The Consultant will be entitled to charge interest at 18% per annum on any amounts which remain unpaid after their due date. In addition, the Client will be liable for any debt collection costs, legal costs, and any other expenses which may be incurred by the Consultant in enforcing payment of overdue invoices.

3.6  If the Client disputes any item or items referred to in the monthly invoice, it will, within seven (7) working days of receipt of such invoice, notify the Consultant in writing of the reasons for disputing the item(s). Payment of any undisputed portion of an invoice shall not be delayed on account of such dispute.

3.7  If the Client cancels an appointment for Services, the Consultant will be entitled to charge the Client a percentage of the fee that would have been charged in relation to that appointment as specified in the engagement email or otherwise (the Charges) as follows:

(a)  Subject to paragraph (b) below, less than seven (7) days prior to the Appointment Date, the Consultant will be entitled to charge the Client 50% of the Service Fee; or

(b)  Less than one (1) days prior to the Appointment Date, the Consultant will be entitled to charge 100% of the Service Fee.

3.8 Clause 3.7 does not apply if the Services are rescheduled to a new appointment time, that is within 6 months of the original appointment time.

4. Status of the Consultant

4.1  The Consultant is an independent contractor and will be responsible for its own liability for tax and accident compensation premiums.

4.2  The Consultant agrees to indemnify the Client against any tax, penalty tax payments, or levies assessed against the Client due to the Consultant's non-compliance with this clause.

5. General Conditions

5.1  No waiver of any breach of these Terms shall be treated as a waiver of any other or any subsequent breach. The failure of either party to enforce any provision of these Terms at any time shall not be interpreted as a waiver of that provision.

5.2  These Terms together with any email of engagement constitute the entire agreement between the parties and will supersede all previous negotiations, commitments and representations. Subject to clause 2.2 above, any variation to the agreement between the parties shall be agreed to in writing by both parties.

6. Limitation of Liability and Disclaimer

6.1  The Consultant's liability to the Client, in relation to any loss, damage, expense or liability claimed to have been suffered by the Client as a direct or indirect consequence of the Consultant's performance of the services, whether in contract, tort, equity, or otherwise, shall be limited to the value of the total price charged to the Client for the Consultant's services.

7. Termination

7.1  The Client or the Consultant may give two week's notice in writing of termination of the Consultant's Engagement.

7.2  The Consultant may terminate its Engagement with immediate effect if:

(a)  The Client is in arrears for more than ten (10) working days after any payment by the Client to the Consultant has become due, unless the Client has given notice under clause 3.5 that it disputes the payment; or

(b)  The Client has breached any of these terms and has failed to remedy the breach within ten (10) working days of notice in writing from the Consultant requiring the breach to be remedied.

7.3  The Client may terminate the Consultant's Engagement with immediate effect if:

(a)  The Consultant has breached any of these Terms and has failed to remedy the breach within ten (10) working days of notice in writing from the Client requiring the breach to be remedied;

(b)  The Consultant becomes insolvent or enters into a composition with its creditors; or

(c)  The Client reasonably believes that, by reason of sickness or injury of the Consultant or other person engaged to perform the Services, will be unable to carry out further Services under its Engagement in a timely and efficient manner.

7.4  The termination of the Consultant's Engagement by either party shall be without prejudice to the rights and obligations of the parties immediately before termination.

7.5  On termination or expiry of the Engagement, provided that the Consultant's invoices have been paid in full, the Consultant will promptly return to the Client all documents, records, reports or other material, in paper or electronic form, as requested by the Client, in its possession. The Consultant shall otherwise be entitled to a lien over the Client's property pending payment of the Consultant's invoices.

8. Other Business Commitments

8.1  The Consultant may enter into agreements with other persons for the provision of services provided that:

(a)  The provisions in these Terms are complied with, and

(b)  Such services do not conflict with the Consultant's obligations under its Engagement

8.2  Where a direct conflict of interest arises in the course of Services being provided to any other person, the Consultant will inform the Client at the time of discussion and abstain from decision making around the item/issue.

9. Proprietary Rights

Pre-existing IP

9.1  Each party acknowledges and agrees that, notwithstanding anything in these terms, all Pre-existing IP of a party shall remain the property of that party. Neither party shall make use of any Pre-existing IP of the other party in any way, unless expressly permitted herein.

9.2  The Client hereby grants to the Consultant a royalty-free, non-exclusive licence during the term of the Engagement to use and copy such of the Client's Pre-existing IP as is reasonably required by the Consultant to enable the Consultant to provide the Services.

9.3  For the purposes of this clause 9, Pre-existing IP of a party means all intellectual property in existence immediately prior to the commencement of the Engagement and owned by that party, and includes in relation to the Consultant any intellectual property of the Consultant which is provided or used by the Consultant in carrying out the Services.

New intellectual property

9.4  Each party further acknowledges and agrees that, in the course of providing the Services, the Consultant may create a work product (whether through the development or adaptation of its Pre-Existing IP) for use by the Client in its affairs. Any and all work product generated by the Consultant for the Client during the Engagement and any and all new intellectual property (not being the Consultant's Pre-existing IP or materially derived therefrom) which is created, discovered, developed, worked on or used by the Consultant pursuant to the Engagement or arising out of or in connection with the performance of the Services (collectively, Work Product), will upon creation vest in, and be legally and beneficially owned by and at the absolute disposal of, the Client.

9.5  The Client hereby grants the Consultant a perpetual, royalty-free, non-exclusive licence (without the right to sub-license) to use such Work Product solely for the Consultant's own internal business purposes both during and after termination or expiry of the Engagement.

10. Confidentiality

10.1  For the purposes of this clause, the Confidential Information of a party means any information:

(a)  relating to the business affairs, clients or trade secrets of that party; or

(b)  disclosed by that party to the other party on a confidential basis; or

(c)  which is marked as confidential or which might reasonably be expected to be confidential in nature,

and includes without limitation that party’s intellectual property (including any of its Pre-existing IP), business agreements, price lists and pricing policies, marketing plans, client lists, prospective client lists, client requirements, supplier lists, computer software, costings, details or organisational structure, financial details, staffing and employee details, and also includes the terms of this Agreement.

10.2  Neither party shall at any time (whether during or after termination or expiry of the Engagement), directly or indirectly disclose or permit to be disclosed to any person, or use for itself or to the detriment of the other party, any of the other party’s Confidential Information except:

(a) as required by law (provided that the party proposing to disclose the information promptly delivers to the other party written evidence of such requirement and gives the other party an opportunity to apply for protective or other relief); or

(b)  as is already or becomes public knowledge, otherwise than as a result of a breach either by the party disclosing or using that Confidential Information of any provision of this Agreement or by any third party which owes a duty of confidentiality in relation to such information; or

(c)  as expressly authorised in writing by the other party.

11. Disputes

11.1 Any dispute between the parties touching or affecting the terms of the Engagement, or the rights or liabilities of the parties or either of them under these Terms, will be referred to the Disputes Tribunal in the first instance.