Definitions
“Customer” means the customer named in the Service Agreement.
“Party” means one of the parties to the Service Agreement and “Parties” means both/all of them.
“Price” means the total price agreed by the Customer and detailed in the service agreement document.
“Service Agreement” means a signed service agreement document, together with these terms and conditions and any special terms and conditions noted on the services agreement.
“Service” or “Services” means the service(s) ordered by the Customer and detailed in a signed service agreement document.
“PM” refers to Program Manager.
Scope of Agreement
Health at Work Pty Ltd (H@W) shall provide the Customer with the Services and the Customer shall pay the Price for the Services in accordance with these terms & conditions.
Entire Agreement
A signed Service Agreement constitutes the entire agreement between the parties regarding provision of the Services by H@W and no representations, warranties, guarantees or other terms or conditions, whether express or implied and whether oral or in writing in relation to the subject matter of these terms & conditions shall be of any force or effect unless contained in these terms & conditions.
Amendment to be in writing
No amendment or variation of the Service Agreement is valid or binding on a Party unless made in writing and agreed by H@W and the Customer.
Access
The Customer (where applicable) will provide facilities to H@W to provide the Services, and where relevant, grant H@W access to that part of the Customers site that has been allocated to H@W to provide the Services, or use its best endeavours to arrange access to sites that the Customer’s Services participants are located at (but do not belong to the Customer). H@W must follow all Customer policies and procedures and reasonable directions given by Customer employees, or where not a site owned by Customer, supervisor(s) for that site, including without limitation directions regarding work health and safety and security. The Customer warrants that the facilities provided to H@W at its own sites are suitable and adequate for H@W to provide the Services.
Commercial-In-Confidence
All information provided by H@W regarding pricing of its individual products and Services is regarded as' Commercial-In-Confidence' information. It is requested that the pricing of individual product / service items not be made public. In an extremely competitive marketplace, H@W believes its pricing policies provide an important advantage in the acquisition and retention of its Customers.
Where information provided by the Customer to perform its obligations under these Terms and Conditions and the Service Agreement is confidential, H@W will ensure that its employees, contractors and agents maintain the confidentiality of that information.
OH&S
H@W is committed to working within the OH&S guidelines. The Customer is required to provide a safe working environment and safe access to the property. The Customer shall, where relevant, ensure the Supplier has full and safe access to the Premises and any necessary essential services, resources, equipment, materials and information.
Satisfied with accuracy
H@W represents and warrants that all of the information that it provides to the Customer is accurate and complete. The Customer agrees that it has satisfied itself as to the accuracy of any information given to it at any time prior to the execution of the Services.
Acceptance of Service Agreement
By signing the Service Agreement, the Customer confirms the order and accepts the pricing, and the Service Agreement T&C’s. The person signing is authorised to accept this Service Agreement on behalf of the Customer. The Customer will receive a formal invoice for the Services. All Services are to be completed within the “Services date range” indicated on the agreement. At our discretion, H@W will allow the Customer to request up to 90 days extension to complete all Services, which may incur additional Account & Program Management hours, charged at $125 per hour. All costs indicated on the Service Agreement will be invoiced within the specified time frame, or in line with an approved extension period.
Payment of Invoices
Services: The Customer must pay H@W the amount shown on the invoice within 30 days of the date of the invoice
Subscriptions: The Customer must pay H@W the amount shown on the invoice within 14 days of the date of the invoice
Once a Service or Subscription has commenced implementation and an invoice issued, it must be paid in full within the specified time. Any changes / cancellations post this will result in a credit being issued – see credit terms.
H@W does not offer refunds.
Late payments will incur a late payment fee of 5% of the invoice value per month compounding or part thereof.
Payments are to be made by electronic transfer into the account as specified on the invoice.
Alternatively, we accept all major CreditCards with a 3% surcharge.
Credit Notes
Any credit notes issued for a cancelled, postponed or change of Service must be used within the specified credit note dates – minimum 60 days / maximum 180 days.
Post credit note Service dates – the amount will reduce by 50% and an additional sixty (60) days will be granted; post sixty (60) days the full credit note amount will be forfeited.
Credit notes are for a dollar value, ex GST, not a Service, and all Services will need to be requoted, and a new Service Agreement signed, with the credit note applied.
Disputed Invoices
If the Customer disputes any amount shown on an Invoice, it must notify H@W within 14 days of receipt of the Invoice and must pay any amounts not in dispute.
Force Majeure
No failure or omission by either party to carry out or observe any of the provisions of these terms & conditions shall give rise to any claim against such party or be deemed to be a breach of these terms & conditions to the extent that such failure or omission arises from causes reasonably beyond the control of such party.
Indemnity
The Customer shall indemnify and keep indemnified H@W against any loss or damage suffered by or claims made against H@W because of misuse by the Customer of any license granted by H@W under these terms & conditions. H@W shall indemnify and keep indemnified the Customer against any loss or damage suffered by or claims made against the Customer because of misuse by H@W of any license granted by the Customer under these terms & conditions.
Privacy
H@W will comply with the Privacy Act 1988( Cth) (“Privacy Act”), including in relation to the collection, use and handling of Personal Information and Sensitive Information (which shall both have the meaning given to them in section 6 of the Privacy Act).
No Transfer
Nothing in the provision of these Services transfers ownership of any Intellectual Property owned by H@W.
Insurances
H@W has the following insurances in place:
Upon request from the Customer, H@W must promptly provide copies of certificates of currency for each of the above insurance policies.
Severance
If any provision of these terms & conditions are void, voidable by any party, unenforceable or illegal, it shall be read down so as to be valid and enforceable or, if it cannot be so read down, the provision (or where possible, the offending words) shall be severed from these terms & conditions without thereby affecting the validity, legality of enforceability of the remaining provisions (or parts of those provisions) of these terms & conditions which shall continue in full force and effect provided that these terms & conditions as amended following such severance is not substantially different from these terms & conditions.
Service Agreement Cancellation Policy
A Service Agreement can only be cancelled within fourteen (14) days after the date on which the Service Agreement was signed for no charges to be incurred, except where the Service is scheduled to occur within 30 days in which case 100% of the amount will be charged as if the service had proceeded. Cancellations post the fourteen (14) days of the signed Service Agreement date will require full payment of the total Service Agreement amount as if the service had proceeded.
Valid Date & Termination
The Service Agreement is only valid up until the dates specified. After that date, a new Service Agreement will be required, unless a written extension has been approved.
The Parties may terminate the Services Agreement, effective on the date specified in a termination notice, by:
Services Cancellation or Postponement Policy
Cancellation Fees will apply with regards to any part of the Services that are cancelled or fully postponed from original service date by the Customer.
For the purposes of this Services Cancellation or Postponement Policy clause, Service costs include practitioner charges, program management hours and program products and consumables, already incurred by H@W in the preparation of the Service.
Where H@W postpones a Service, we will consult with the Customer to attempt to reschedule for a mutually agreeable date within 30 days of the original planned Service date, and no additional charges will apply to the Customer. If a suitable date cannot be confirmed, H@W will apply a credit note for the Service cost, to be used within 90 days of the original Service date.
Appointment Based Activities
The Price is based on the total number of consecutive appointments indicated. The Service is secured based on the number of consecutive appointments specified and incurs minimum consecutive hours per service. The Price will apply regardless of, if actual appointments fall below those indicated.
The number of appointments shown on the Service Agreement must be allocated within the service dates. Splitting service date periods will incur change of service date fees.
Reduction of Appointment numbers - Based on per person cost.
Changes to Service Type
Any change of Service type must be in writing and mutually confirmed by both parties within thirty (30) workdays / 6 weeks of Service dates. Any change of Service will incur:
Change to Service Dates
Any change to Service dates that have been confirmed in writing will incur a change date fee. A minimum of $250 to a maximum of the full PM hours allocated to the Service. This also includes splitting of Services that had one (1) original delivery date.
Travel and Ancillary Costs
1. Travel Charges are based on the below (all ex-GST):
2. Service booking requested within a four (4) week lead-time from the date of signed Service Agreement will incur a 15% surcharge
3. Additional Program Management hours will be charged at $125/hr ex gst per hour
4. After Hours Loading: Weekdays 6pm to 8am = 25%, Weekends & Public Holidays = 50%
5. Program development or customisation will be charged at:
Subscriptions Policy
The Healthy Body & Mind HUB and Modules,Jump into Life Newsletter, Healthy Poster Series
All subscriptions are based on a minimum twelve(12) month, automatic renewal subscription, unless cancellation received in writing and accepted by H@W.
A renewal email notification will be sent 30days prior to your automatic subscription renewal date. Customers are responsible for providing a valid email address for notification.
Cancellation of the subscription must be made in writing, within fourteen (14 days) of the email notification. No cancellations post fifteen (15) days of renewal email will be accepted, and the full 12-month subscription will continue.
Any inclusions to the standard HUB subscription listed on the Service Agreement will automatically renew with the HUB – Modules, customised banners, Poster Series, Challenges unless advised within the above outlined periods. Subscriptions are invoiced annually.
General
H@W may engage contractors and/or subcontractors to provide some Services under the Agreement, however H@W will remain responsible to the Customer for meeting all obligations under theService Agreement and liable for the conduct of such contractors and/or subcontractors as if they were employees of H@W.
H@W warrants that the employees, contractors and subcontractors it engages to provide Services to the Customer will have appropriate training, qualifications and experience to provide such Services.
H@W will indemnify the Customer and keep the Customer indemnified against all damages, losses and expenses suffered or incurred by the Customer and against any claims and demands brought against the Customer by a third party that arise a direct result of any negligent or unlawful act or commission on the part of H@W's employees, contractors and subcontractors.
Upon approval, the Customer will allow H@W to use their program as a testimonial or case study in a variety of media such as website, flyers and/or EDM for a period of 12 months post the delivery.
