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CLIENT AGREEMENT

 

At Our Food System™, I am dedicated to helping people to build and support better food systems in our community.

Our 1:1 coaching sessions (Program) are intended to empower you to create a better food system. I do this by transferring my relevant knowledge, skills and experience to you, helping you establish systems and processes which build and support sustainable food systems. This could be assisting you in your home such as buying local, growing your own food and/or reducing food waste. It could be mentoring you with a project or business idea which transforms the food system in your community. Or it may be supporting you with your advocacy efforts to influence local level policy change. 

Before we get started we need to make sure we are each on the same page with our client agreement (Agreement). This Agreement will cover all of our interactions through your Program. If you have any questions as you read through it, please reach out.

Parties

This Agreement is between Kylie Newberry (ABN 88 411 304 925) trading as Our Food System™ (I, we, us or our)

and

you (you or your).

 

The following is a summary of the things you need to know before we start working together.

Start Date

This Agreement starts on the date you accept it (Start Date) and applies from that date.

Program & Program Structure

You have enrolled in one or more of the following program/s with us (Program):

  • Food Citizen Coaching Package;
  • Change Makers Coaching Package;
  • Change Makers Accelerator Package; or
  • any other packages offered on our website.

Payment

The total cost of this program is stated on our Website (Payment) and must be paid 100% upfront upon booking, unless otherwise agreed between us (Payment Terms):

If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion) immediately cease providing the Program and/or charge you interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly.

Please note that we do not issue refunds. The work Kylie Newberry shall provide for you is custom. Accordingly, the fees paid under this Agreement are non-refundable.

If you are located in Australia or are an Australian business, then in addition to paying the Charges any other amount payable or in connection with this agreement (which is exclusive of GST), you may be required to:

  • pay to us an amount equal to any GST (Goods and Services Tax) payable from any supply of Program by us in respect of which the Charges or any other amount is payable under this agreement; and
  • make such payment either on the date when the Charges are due or within three (3) days after you are issued with a tax invoice, whichever is the later.

Where you are required to pay GST, we will add it to our tax invoice so the GST amount is clear.

Our obligations to you

  1. In consideration of you paying us the Payment, we will provide the Program in accordance with this Agreement. While I am the main point of contact and the facilitator, sometimes I might use other team members to help me deliver the best experience possible for you, these people could be employees, contractors or agents (Team). My Team is covered by this Agreement too.
  2. Our Program includes 1:1 coaching sessions (Coaching Sessions) with you and these will be provided in person or online through video conferencing software or other digital software of our choosing.
  3. We will provide our Program in a professional and knowledgeable manner and be prepared for all Coaching Sessions.
  4. We will communicate with you primarily via email and other electronic methods including Voxer where applicable and will not be liable if an email or other electronic message is intercepted and a third party steals your personal or sensitive information, though we will use our best efforts to ensure this type of thing doesn’t happen.
  5. We will use our reasonable commercial endeavours to respond to emails or other electronic methods within a reasonable time frame.
  6. If this Agreement expresses a time within which the Program is to be provided, you acknowledge and agree that any such time is an estimate only and creates no obligation on us to provide the Program by that time.
  7. If there is a problem with the Program which is caused by a breach of this Agreement by us (Omission), and you have notified us of the Omission within 24 hours after completion of the Program, then, to the maximum extent permitted by law, our liability arising from, or in connection with, the Omission will be limited to us remedying the Omission, or, at our absolute discretion, refunding you that portion of the Payment paid by you with respect to the Omission, where liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability).

Your obligations to us

  1. You must comply with this Agreement and all of our reasonable requests or requirements.
  2. You must obtain, and provide to us, all things reasonably necessary to enable us to provide the Program.
  3. You must be prepared for each Coaching Session and, if applicable, use best endeavours to take action between Coaching Sessions, implement any action plans and be responsible for your results.
  4. You must attend Coaching Sessions on time, without distractions, be open to ideas, ask questions and raise concerns you have throughout the program
  5. You may reschedule 1:1 coaching sessions scheduled with us by providing at least 48 hours notice. Kylie Newberry will not be required to reschedule any session with less than 2-days notice. If you do not provide 48 hours’ notice, then the session will be forfeited. 

  6. Where you have not used a re-scheduled coaching session within 6 months, that session will also be forfeited.
  7. Notwithstanding any other clause in this Agreement, neither Party shall be liable for any delay or failure to attend a Coaching Session if such delay or failure is caused by circumstances beyond their reasonable control, determined at our sole discretion.

INTELLECTUAL PROPERTY

All intellectual property rights (including copyright) developed, adapted, modified or created by us or our Team (including in connection with this Agreement or the provision of the Program) will at all times vest, or remain vested, in us. 

On the Start Date, you grant us a perpetual, royalty-free, world-wide, unconditional, transferable and irrevocable licence to use, develop, adapt and modify (Use) all intellectual property rights (including copyright) in any materials that you provide to us in connection with this Agreement, and you will ensure that any such Use does not infringe any intellectual property rights of any person.  

If you or any of your Team (where you have a Team) has any moral rights (as defined in the Copyright Act 1968 (Cth)) (Moral Rights) in any materials provided, used or prepared in connection with this Agreement, you (and you will ensure that your Team) consent to the infringement of those Moral Rights by our Team or us.

LIMITATIONS

Despite anything to the contrary, to the maximum extent permitted by law:

  1. you warrant that you have not relied upon any warranty, representation, statement, offer or document made or provided by or on behalf of us, whether before or after the Start Date;
  2. you agree that this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement;
  3. our maximum aggregate Liability arising from or in connection with this Agreement will be limited to, and will not exceed, the portion of the Payment paid by you to us for the Program the subject of the relevant claim;
  4. we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any                                                                                         (1) event or circumstances beyond our reasonable control:                                                                                                                                                                                            (2) acts or omissions of you or your Team;
    (3) defect, error, omission or lack of suitability or benefit (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Program; and/or
  5. loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; and
  6. you will indemnify us for and against all Liability arising from or in connection with any wrongful act or omission by you or your Team.

IMPLIED TERMS AND CONSUMER GUARANTEES

Subject to the below clause, and any condition or warranty, which would otherwise be implied in this agreement, is excluded. Our Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by sections 51 to 53 of the Australian Consumer Law) is limited to:

  1. the supplying of the Program again; or
  2. the payment of the cost of having the Program supplied again.

Disclaimer

In engaging us for your coaching Program, you acknowledge and agree that while we do our best to provide you with clear action steps and implementation plans as suited to your needs, as this is a coaching program, your results will depend on many external factors, plus you commitment and energy you put into taking action and working toward your goals. We do not guarantee an outcome as a result of using our Program.

Termination

This Agreement will terminate upon written notice by:

  1. either party, if mutually agreed in writing between the parties;
  2. us, if you breach this Agreement and that breach has not been remedied within 5 working days of being notified by us; or
  3. you, if we breach a material term of this Agreement and that breach has not been remedied or overcome within 15 working days of being notified by you.

On termination of this Agreement, you will:

4. where this Agreement is terminated under clauses (a) or (b) above, immediately, pay to us the Payment (if not already paid( and all of our additional costs resulting from the termination. 

5. where this Agreement is terminated under clause (c) above, immediately pay to us the Payment for the Program performed up to the date of termination (and all other amounts due and payable to us under this Agreement); and

6. not use any intellectual property (including copyright) belonging to our us, including any course content. 

7. Termination of this Agreement will not affect any rights or liabilities that a party has accrued under it. 

GENERAL

Disputes: A party may not commence court proceedings relating to any dispute under this Agreement (Dispute) without first approaching the other party in good faith to resolve the Dispute, unless that party is seeking urgent interlocutory relief such as an injunction, or the Dispute relates to compliance with this clause.

Confidentiality: Both parties will (and will ensure their respective Teams) keep confidential, and not use or permit any unauthorised use of, any Confidential Information without the prior written consent of the other party, except where the disclosure is required by law, where Confidential Information includes any information that:

  1. is disclosed to a party in connection with this Agreement at any time;
  2. is prepared or produced under or in connection with this Agreement at any time;
  3. relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.

Notices: Any notice given under this Agreement must be in writing addressed to the relevant address in the Proposal. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

Relationship of Parties: This Agreement is not intended to create a partnership, joint venture or agency relationship between the parties.

Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

Entire agreement: This Agreement contains the entire understanding and agreement between the parties in respect of its subject matter.

Amendment: This Agreement may only be amended by written instrument executed by all parties.

Survival: The clauses under the headings Intellectual Property, Limitations, Disclaimer, Confidentiality and subclause (l) under Our Obligations survive termination of this Agreement.

Governing law: This Agreement is governed by the laws of Queensland.

Signing this Client Agreement

We have no obligation or liability in connection with the Program until you accept this Agreement. You will be deemed to have accepted this Agreement if you tick the check box that is linked to this Agreement; or confirm your acceptance of this Agreement (or the provision of the Program) electronically, whether by email or other automated process.