Terms & Conditions

1. Definitions

• "Agreement" means these Terms and Conditions together with any engagement letter or written proposal accepted by the Client.
• "Services" means the team coaching and facilitation engagements described in the engagement letter, including but not limited to six-month team coaching engagements, off-site facilitation, and single-session conversation design.
• "Engagement" means a specific scope of Services agreed between Coalent and the Client in writing.
• "Written Record" means any document, summary, or reading produced by Coalent in connection with an Engagement.
• "Confidential Information" means any information disclosed by the Client or its team members to Coalent in the course of an Engagement.
• "Fee" means the engagement fee set out in the written proposal or engagement letter.

2. Acceptance of Terms

By engaging Coalent for Services — whether by signing an engagement letter, making a payment, or providing written confirmation — you agree to be bound by these Terms and Conditions.

You represent that you have the authority to enter into this Agreement on behalf of your organisation where relevant, and that you are at least 18 years of age.

If you do not agree to these terms, you should not proceed with engaging Coalent.

3. Service Description

Coalent provides professional team coaching and facilitation services to leadership teams. Our current formats include:

• Six-Month Team Coaching Engagement — a sustained engagement involving intake conversations, discovery rounds, monthly facilitated sessions, and a written closing reading.
• Off-Site Facilitation — a two-day facilitated off-site designed around topics chosen by the Client team, including a written record for circulation.
• Single-Session Conversation Design — a focused engagement to design and facilitate a single conversation, including a written record of outcomes.

Services are delivered primarily in Bangkok, Thailand. Delivery in other locations is subject to agreement and may incur additional travel costs.

Coalent does not provide legal, financial, medical, or HR advisory services. Our work is facilitative in nature.

4. Engagement Scope & Changes

The scope of each Engagement is agreed in writing prior to commencement. Any material change to scope — including changes to the number of participants, session structure, or deliverables — requires written agreement from both parties.

Where a Client requests additional work beyond the agreed scope, Coalent will provide a revised proposal. Additional work will not proceed until that proposal is accepted in writing.

Session dates may be rescheduled by either party with at least five business days' notice. Rescheduling within five business days may be treated as a cancellation and may result in the session fee being forfeited.

5. Client Responsibilities

The Client agrees to:

• Provide accurate and relevant information about the team and its context to support effective facilitation design.
• Ensure that team members who are expected to participate in sessions are available and appropriately briefed.
• Provide a suitable venue for facilitated sessions, or agree on venue arrangements with Coalent in advance.
• Treat Coalent's facilitators and advisors with professional respect.
• Not record sessions (audio or video) without the prior written consent of Coalent.
• Not use Coalent's Written Records for purposes beyond internal use without written permission.

Failure to fulfil these responsibilities may affect the quality of the Engagement and does not relieve the Client of payment obligations.

6. Payment Terms

All fees are quoted in Thai Baht (฿) and are exclusive of VAT where applicable under Thai law.

Payment schedules are set out in the engagement letter. Unless otherwise agreed:

• A deposit of 50% of the engagement fee is due upon acceptance of the engagement letter.
• The remaining 50% is due within 14 days of completion of the final session or delivery of the written record, whichever is later.

For single-session engagements, the full fee is due within 7 days of the session date.

Payment may be made by bank transfer to account details provided in the engagement letter.

Cancellation policy: If the Client cancels an Engagement after the deposit has been paid and before the first session, the deposit is forfeited. Cancellation after the first session has taken place will result in the full engagement fee becoming due.

Coalent does not offer refunds on completed sessions or delivered Written Records.

7. Confidentiality

Coalent treats all information shared by the Client and its team members as confidential. Specifically:

• Content shared in one-to-one discovery conversations is synthesised only — individual attributions are not disclosed to the team leader or other participants.
• Coalent will not share Client information with third parties except where required by law or with the Client's written consent.
• Written Records are prepared for the Client's internal use. Coalent will not publish or distribute them without permission.

The Client agrees to treat Coalent's methodologies, materials, and session designs as confidential and not to share them with third parties without written consent.

Confidentiality obligations survive the termination of this Agreement for a period of three years.

8. Intellectual Property

All facilitation methodologies, frameworks, session designs, and materials developed by Coalent remain the intellectual property of Coalent.

Written Records produced for a specific Client Engagement are provided for that Client's internal use only. The Client may not reproduce, adapt, or distribute these materials commercially without written permission.

Nothing in this Agreement transfers ownership of Coalent's intellectual property to the Client.

9. Disclaimers

Coalent provides facilitation and coaching services in good faith and with professional care. However:

• We do not warrant any specific outcome from an Engagement. Team dynamics, organisational context, and participant engagement are outside Coalent's control.
• Facilitation is not a substitute for legal, HR, financial, or therapeutic advice. Where such advice is needed, the Client should seek it independently.
• Written Records reflect the facilitator's reading of the conversation and are not legal documents.

Services are provided on an "as is" basis. To the fullest extent permitted under Thai law, Coalent excludes all implied warranties.

10. Limitation of Liability

To the fullest extent permitted by applicable law, Coalent's total liability to the Client — whether in contract, tort, or otherwise — shall not exceed the total fees paid by the Client for the specific Engagement giving rise to the claim.

Coalent shall not be liable for:

• Loss of profits, revenue, or business opportunity.
• Indirect, consequential, or special damages of any kind.
• Outcomes arising from team decisions made following a facilitated session.
• Circumstances outside Coalent's reasonable control, including acts of God, civil unrest, government actions, or public health emergencies.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Coalent and its advisors from any claims, liabilities, damages, or costs (including reasonable legal fees) arising from:

• The Client's breach of these Terms and Conditions.
• The Client's misuse of Written Records or session materials.
• Any claims by Client team members arising from their participation in an Engagement, except where directly caused by Coalent's negligence.

12. Termination

By the Client: The Client may terminate an Engagement by providing written notice to Coalent. Termination does not relieve the Client of payment obligations for work already completed or sessions already held. The cancellation policy in Section 6 applies.

By Coalent: Coalent may terminate an Engagement with immediate effect if the Client materially breaches these Terms and Conditions and fails to remedy the breach within 10 business days of written notice, or if the Client's conduct makes it impossible for Coalent to deliver the Services safely and professionally.

Effect of termination: Upon termination, all outstanding fees for work completed become immediately due. Confidentiality obligations and intellectual property provisions survive termination.

13. Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve it informally through good-faith discussion. Either party may initiate this process by sending a written notice describing the dispute and the resolution sought.

If the dispute is not resolved within 30 days of that notice, either party may refer it to mediation in Bangkok, Thailand, under the rules of the Thai Arbitration Institute.

These Terms and Conditions are governed by the laws of Thailand. The courts of Bangkok shall have exclusive jurisdiction over any disputes not resolved through mediation.

14. General Provisions

Entire Agreement: These Terms and Conditions, together with the relevant engagement letter, constitute the entire agreement between the parties and supersede all prior discussions.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.

Waiver: Failure by either party to enforce a provision does not constitute a waiver of the right to enforce it in future.

Assignment: The Client may not assign its rights or obligations under this Agreement without Coalent's prior written consent. Coalent may engage qualified sub-contractors where appropriate, subject to the confidentiality obligations in Section 7.

Notices: Formal notices under this Agreement should be sent by email to [email protected] and are effective upon confirmed receipt.

15. Changes to These Terms

Coalent may update these Terms and Conditions from time to time. When we do, we will revise the "Last updated" date at the top of this page.

For existing Engagements, the version of these Terms in effect at the time the engagement letter was signed will govern the Engagement unless the Client consents to updated terms in writing.

Continued engagement with Coalent following notification of updated terms constitutes acceptance of those terms for new Engagements.

16. Contact

For questions about these Terms and Conditions, or to exercise any rights described herein, please contact us:

• Coalent
• 401 Sathon Soi 1, Khwaeng Thung Maha Mek, Khet Sathon, Bangkok 10120, Thailand
• Email: [email protected]
• Phone: +66 2 6753 8492