(Individual Licensee)

Transcription

1 Date: Name: ABN (if applicable): Address: (Individual Licensee) Offer Letter - HEAL Program Individual Licensee South Western Sydney Primary Health Network Limited (SWSPHN) in association with ESSA has developed the HEAL program for individuals over the age of 18 years who are obese, at risk of developing lifestyle disease or have an existing chronic disease such as cardiovascular disease or Type II diabetes. A more detailed description of the HEAL program is set out in Annexure A of this letter. We are authorised, under a licence granted to us by SWSPHN, to offer you the opportunity to be appointed as an Individual Licensee and for you to facilitate HEAL program courses within the territory subject to the provisions of this letter of offer, the terms and conditions and information set out in the schedule and annexures (together comprising the Agreement). Training to become a HEAL program facilitator will be provided by staff from SWSPHN or ESSA in accordance with the provisions of the Agreement. For any person currently trained to facilitate the HEAL program, further training is not required. If you wish to accept our offer to be appointed as an individual licensee in accordance with the provisions of the Agreement, please sign this letter where indicated below and return it to us. Signed for and on behalf of Exercise & Sports Science Australia by its authorised representative Sharon Hetherington HEAL Project Officer I confirm that I have read this letter and this Agreement and represent and warrant that I am duly authorised to sign this Agreement. I hereby accept the offer to be appointed as Individual Licensee and agree to be bound by the Agreement. Signed Date Name Position held

2 Individual Licensee Terms and Conditions In these terms and conditions, we, us or our means Exercise & Sports Science Australia (ABN ), and you or your means the Individual Licensee (as identified in the offer letter). 1 Interpretation 1.1 In these terms and conditions, unless the context otherwise requires: Agreement comprises the offer letter, these terms and conditions, information set out in the schedule and any annexures. Annual Licence Fee means the licence fee payable by you to us for each financial year during the Term being, the amount specified in the Fee Schedule (as adjusted in accordance with clause 4.2). Confidential Information means any and all information that is marked as confidential, or which the disclosing party treats as confidential, or which the recipient ought to know is confidential information. In the context of these terms and conditions, confidential information does not include information: which is in the public domain (other than as a result of an unauthorised disclosure); or which is independently acquired by the recipient (except through unauthorised disclosure). ESSA means Exercise and Sports Science Australia. Fee Schedule means the schedule of training &/or licence fee options that we provide to you from time to time in writing. HEAL program means the HEAL program developed by SWSPHN as described in Annexure A. Insolvency Event means any of the following: (d) the threatened or actual appointment of a voluntary administrator, liquidator, provisional liquidator, receiver, receiver and manager, controller, trustee in bankruptcy, administrator or other person of similar office, including any application to a court for such an appointment or winding up; entry into or proposing a deed of company arrangement or any other arrangement or compromise for the benefit of creditors; the levy or enforcement of a writ of execution, order or judgment; becoming unable to pay debts as and when they fall due for payment; (f) failing to satisfy or to apply to have set aside a statutory demand, a bankruptcy notice or other similar form of statutory notice within the time specified in the demand or notice. Insurance means the insurance cover you are required to obtain as specified in Schedule 1. Intellectual Property means all forms of intellectual property throughout the world including patents, petty patents, innovation patents, patentable inventions, know-how, trade marks (whether registered or unregistered), copyright, registered and registrable designs, circuit layout rights, applications for registration of any of the foregoing and rights to apply for registration of any of the foregoing. Licence means licence of the rights granted by us to you under clause 2.1. Materials means all Intellectual Property materials relating to the HEAL Program made available by us for use by you (as updated from time to time by us). National Co-ordinator means the HEAL National Co-ordinator notified from time to time by us to you. Promotional Materials means promotional material in relation to the HEAL Program made available for use by you (as updated from time to time by us). Services mean the following: hosting and holding classes of the HEAL Program; using the Materials and Promotional Materials in accordance with these Terms. SWSPHN means South Western Sydney Primary Health Network Ltd (ABN ). Training means the training on how to conduct or facilitate the HEAL programs provided by ESSA or SWSPHN (or a Tier 1 facilitator provided that they are first approved by SWSPHN or ESSA in writing). Term has the meaning given to that term in clauses 3. Territory means the geographic area specified in Schedule 1. 2 Licence 2.1 We grant you a non exclusive, non transferable licence for you to use the Materials and the Promotional Materials to perform the Services in the Territory during the Term (Licence). (e) the taking of possession or control of any asset by a person under an encumbrance; or

3 3 Term 3.1 This Agreement commences on the date we receive a signed Agreement and payment, from you of the Annual Licence Fee (or such amount of the Annual Licence Fee as determined in accordance with clause 4.2) in accordance with clause Error! Reference source not found. and, unless terminated earlier in accordance with clause 13, the Agreement will terminate on the 30th June of the same financial year following the commencement date of the Agreement (Initial Term). 4 Annual Licence Fee 4.1 On the Commencement Date, and each anniversary of the Commencement Date during the term of this Agreement, you must pay us the Annual Licence Fee in immediately available funds. 4.2 If the Agreement commences on a date after 31 December in a particular financial year, you will only be obliged to pay half of the Annual Licence Fee for that financial year. 5 Extension of the Term Following the conclusion of the Initial Term, (and any subsequent 12 month extension of the term of this Agreement), we may offer, by notice in writing to you, to extend the term of this Agreement for a further period of 12 months and provide an updated Fee Schedule. 5.1 Unless you complete and sign the Fee Schedule and return the original to our office with payment of the Annual Licence Fee, the term of this Agreement will not be extended and will terminate on the expiry of the then current term. 5.2 On receipt of the completed Fee Schedule from you, and payment of the Annual Licence Fee being made by you, the term of this Agreement will be extended provided that we confirm in writing to you that we agree to the extension of the term of this Agreement. 5.3 If either we or you do not wish to extend the term of this Agreement in accordance with the provisions of this Agreement, this Agreement will expire at the end of the then current term. 6 Your Liability and Indemnity 6.1 You are liable for and indemnify each of us and SWSPHN in respect of any claim, demand, expenses, damage, liability, cost, loss, proceeding, right of action or claim for compensation (Claim) that we may sustain or incur as a result of, whether directly or indirectly: any wilful act or omission by you or any of your employees, contractors or agents; any loss of, or damage to, any property or injury to or death of any person caused by any act or omissions of you or your employees, contractors or agents; and any default under this Agreement by you, or any of your employees, contractors or agents. 7 Discontinuance of HEAL Program 7.1 We retain the right, in our complete discretion, to discontinue the HEAL Program by giving 60 days written notice to you, whereupon the provisions of clause 13.3 will apply. 8 Training 8.1 SWSPHN or ESSA will arrange Training to be provided to you in accordance with the Fee Schedule. 9 Performance and Data Collection 9.1 You must, in the delivery of the Services: (d) (e) (f) (g) (h) (i) complete the Training before any Services are performed; provide the Services in a proper and professional manner; comply with all of our reasonable requests about the performance of the Services; use best endeavours to promote a participant s wellbeing and safety; comply with all lawful directions given by us as to the nature and scope of the Services; ensure that provision of the Services or your conduct does not bring any discredit on us or SWSPHN; provide a safe workplace and training environment in accordance with current WH&S legislation; maintain relevant mandatory professional registration or accreditations appropriate to your profession; and maintain the confidentiality of collected participant data and privacy of individuals participating in the HEAL Program. 9.2 You agree to provide us with all documentation to establish your compliance with clause 9.1(h) as and when reasonably requested by us. 10 Promotional Materials and Intellectual Property 10.1 We may, from time to time, make Promotional Material available to you for you to use to promote the HEAL Program You must use the Promotional Material as directed by us, not deface or edit any Promotional Material and not remove any copyright or other notice without prior approval from us The Materials are the sole property of SWSPHN and nothing in these terms and conditions creates or implies the transfer of any Intellectual Property from SWSPHN to you, or any other third party In the use that you make of the HEAL Program trade mark: you must comply with any directions which we or SWSPHN may issue; and you must only use the HEAL Program trade mark for the purpose of hosting

4 HEAL Program courses and promoting the HEAL Program. 11 Limitation of Liability 11.1 Nothing in these terms and conditions is or should be interpreted as an attempt to modify, limit or exclude terms or warranties which are imposed by statute (including but not limited to the Competition and Consumer Act 2010 (Cth)) and which cannot be modified, limited or excluded To the extent permitted by law our sole liability for breach of contract, breach of statutory duty, negligence, or other tort is limited at our option to: supplying of the services again; or payment of the cost of having the services supplied again You do not rely on any representation, warranty or other provision made by us or on our behalf which is not expressly stated in the Agreement You release each of us and SWSPHN from any liability to you for any loss or damage suffered by you arising from or related to any act or omission by each of us or SWSPHN (including but not limited to an act or omission that constitutes or results in a breach of contract, breach of statutory duty, negligence, or other tort) Loss or damage in clause 11.4 includes loss or damage caused by the loss of or damage to property, personal injury or death, damage to reputation or goodwill, as well as direct and indirect or consequential costs, losses, expenses, lost profits and lost savings. 12 Insurance 12.1 You must have and maintain throughout the Term Insurance provided by a reputable insurer You must, on our reasonable request provide certificates of currency of all Insurance policies held and notify us in writing if at any time you do not hold Insurance as required by Termination 13.1 We may terminate the Agreement immediately by giving you written notice if: you suffer an Insolvency Event; you commit a breach of these terms and conditions that is not, in our opinion, capable of rectification; or you commit a breach of these terms and conditions that, in our opinion, is capable of rectification and that you fail to rectify that breach within 14 days of the date of a written notice from us to you specifying the breach We may terminate the Agreement for any reason by giving you seven days written notice Following termination of the Agreement, you must: stop conducting all HEAL Program courses held in the Territory; (d) remove any Promotional Material in and around the Territory from display; destroy or return to us any Material as soon as practicable; and cease representing that the HEAL Program courses are held in the Territory. 14 Records and Inspection 14.1 Without limiting any other obligations in this Agreement, you must keep all records reasonably necessary to evidence your conduct of the HEAL Program courses in accordance with this Agreement We, or one of our nominees, may, on three days written notice to you, inspect and examine and make copies of such records. 15 Notices 15.1 A notice given under the Agreement must be in writing and delivered or posted to the address provided in clause A notice delivered personally will be deemed to have been served in delivery. A notice posted shall be deemed to have been served on the day which is three days after the date of posting. A notice serviced on a Saturday, Sunday or public holiday in the place of delivery is deemed to be served on the next following business day To deliver or post a notice: 16 Miscellaneous to you - it must be sent to the address listed in the offer letter; or to us it must be sent to: Exercise & Sports Science Australia Locked Bag 102 Albion DC, QLD The Agreement constitutes the entire agreement between the parties and no discussion or correspondence shall be binding unless incorporated in the Agreement Each party must take all steps, execute all documents and do everything reasonably required by any other party to give effect to any of the transactions contemplated by these terms and conditions The Agreement is created, and will be performed, interpreted and enforced in accordance with the laws applicable in New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the Courts of that place.

5 Schedule 1: Details for Individual Licensee Individual Licensee Name ABN (if applicable) Address Territory Insurance Required Insurance Y/N Insured Value ($) Public Liability Insurance Y Professional Indemnity Insurance Y 5 million Workers Compensation Insurance Y As required by law

6 Annexure A Description of HEAL Program HEAL is an evidence-based lifestyle education and physical activity program. It operates as a group program, with eight two-hour sessions run on a continuous cycle. Participants undertake an initial assessment then join the HEAL Program at any week in the cycle, continuing for eight consecutive weeks. Each week consists of a one hour lifestyle education session and a one hour exercise session. There is a minimum of 5 and a maximum of 15 participants in each HEAL Program. The HEAL Program involves: Pre-screening: Participants must provide a completed referral form from a GP in order to participate. Alternatively, participants can complete a pre-exercise screening questionnaire and if any risks are identified, they will need to obtain medical clearance. Initial assessment: Participants undertake an initial individual assessment to discuss their medical history, current eating behavior, physical activity levels, goals and expectations. An exercise assessment is conducted and measurements taken by a trained HEAL facilitator. Nutrition, physical activity and behavior modification education sessions: For eight weeks, participants attend a nutrition and healthy lifestyle education session on a different topic each week. Topics include your health and your choices; physical activity; what is healthy eating; fat in your diet and eating out; recipe modification, meal planning and budgeting; label reading; making and maintaining a healthy lifestyle; myths, misconceptions and non-hungry eating. Exercise sessions: In conjunction with the lifestyle education session, participants undertake a one hour, moderate-intensity, supervised group exercise session. A basic home-based exercise program is also provided for participants to use in between sessions. Post-program assessment: An individual assessment is completed at the end of the eight week program. Changes to body measurements, eating and physical activity habits are assessed, and goals for the next 90 days are reviewed. A report summarising the outcomes of the review is sent to the referring GP. Five and twelve month post program review: Five months and twelve months after commencing, participants are assessed against the same measures as the initial and post-program assessments. The outcomes of the reviews are sent to the referring GP. Participants who have completed the eight week program can continue to attend weekly maintenance group exercise sessions, if available. In certain circumstances, modifications may be made to the program delivery to suit community needs. For example, it may be possible to modify the exercise component to a pool-based delivery rather than land based. Licensees of the HEAL program can contact us to discuss potential program modifications if necessary.