A Service Agreement is a contract between Eat Speak Learn (the Provider) and an individual (the Client).
Eat Speak Learn provides bespoke Allied Health Services and will recommend the best practice therapeutic support to achieve a client’s objectives.
Allied Health Services will be delivered in-clinic at Northpoint Plaza, 8 Chandler St Belconnen, ACT 2617 unless otherwise agreed with Eat Speak Learn. Mobile services are offered at the discretion of Eat Speak Learn in cases where mobile/alternative therapeutic services would significantly contribute to a client achieving their objectives.
Service agreements are created following an initial consultation at the Eat Speak Learn clinic and will generally include an assessment, which includes a therapy report and intervention sessions as per the Fee Schedule unless otherwise agreed by both parties. Up to 30 minutes of additional intervention time and/or follow up services may be billed per intervention session as part of an agreement. Follow up services will be itemised and invoiced following service delivery in addition to intervention sessions. Clients requiring Augmentative and Alternative Communication (AAC) supports will likely require additional assessment and implementation services before intervention commences.
Feedback, concerns and disputes
If a Client wishes to give Eat Speak Learn feedback or is not happy with the provision of supports and wishes to make a complaint, the Client should contact Eat, Speak Learn – Speech Pathology Services by phone 02 6156 2804, by email firstname.lastname@example.org, or in person at Northpoint Plaza, 8 Chandler Street, Belconnen, ACT, 2617.
Terms and Conditions – Service Agreements
In this Agreement:
“Agreement” means the Service Agreement between Eat Speak Learn and the Client set out in this document and, where a written proposal has been issued to the Client by Eat Speak Learn, includes that document also.
“Allied Health Practitioner” means the allied health care practitioners engaged by Eat Speak Learn to provide services to the Client from time to time.
“Candidate” means a person nominated for assessment by the Client.
“Client” means the entity to which the Services are provided under this Agreement (including NDIS Participants)
“Commencement Date” means the date on which Services are first provided to the Client under this Agreement.
“Confidential Information” means any information relating to a party that is designated as, or would reasonably be considered to be, confidential in nature.
“Force Majeure Event” means any cause beyond the control of a party including (without limitation) strikes, industrial action, floods, fires, accident, earthquake, riot, explosion, war, hostility, acts of government, military, civil or regulatory authority, change in any law or regulation, disruption or interruption to the supply of communications, internet, power or other utility.
“NDIS” means the National Disability Insurance Scheme
“Patient Records” means the records of patients or Candidates who receive medical treatment as part of the Services.
“Practitioners” means Allied Health Practitioners.
“Practitioner Services” means those services provided to the Client by Allied Health Practitioners and facilitated by Eat Speak Learn under this Agreement.
“Services” means the Services and Practitioner Services provided to the Client under this Agreement.
“Services Fee” means the services fees charged by Eat Speak Learn for provision of the Services, as reviewed from time-to-time in accordance with clause 4.6.
“Eat Speak Learn” means The Trustee for the ESL Trust trading as Eat Speak Learn – Speech Pathology Services (ABN 20914698440)
“Services” means the services provided directly to the Client by Eat Speak Learn under this Agreement.
“Term” means the period starting on the Commencement Date, and ending on the Termination Date.
“Termination Date” means the date on which the Agreement is terminated pursuant its provisions.
This Agreement will continue for the Term unless terminated earlier pursuant to its provisions. If Service delivery commences before this Agreement is signed, or continues after the expiry of any agreed fixed term, it will be deemed to be on the terms of this Agreement unless otherwise agreed.
Eat Speak Learn will provide the Services to the Client, and will facilitate the provision of the Practitioner Services to the Client, for the Term and on the terms of this Agreement.
3.2. Scope of Services
The Services set out in this Agreement are all of the Services to be provided by Eat Speak Learn. Any further services requested by the Client may be provided on terms (including costs) as may be agreed between the parties.
4.1. Eat Speak Learn Services
a. The Client must pay any Services Fees in respect of Eat Speak Learn Services to Eat Speak Learn. Unless otherwise agreed in writing, Eat Speak Learn will charge the Client its standard rates for the provision of each Eat Speak Learn Service provided, as may be applicable at that time. Unless otherwise stated, these Services Fees are exclusive of GST.
b. Eat Speak Learn may charge (and the Client must pay) additional Services Fees when additional services are included in a Service Agreement as a Follow Up Activity.
4.2. Allied Health Services
Eat Speak Learn has been appointed by the Practitioners to invoice and collect all Services Fees payable by the Client for the Practitioner Services. Unless otherwise agreed in writing, Eat Speak Learn will charge the Client the standard rates for the provision of each Practitioner Service provided, as may be applicable at that time. Unless otherwise stated, these Services Fees are exclusive of GST.
4.3. Invoicing & GST
Eat Speak Learn will issue the Client with a valid tax invoice for the Services provided (plus applicable GST) during the relevant period. If the Client requires a purchase order or reference number (or similar) in respect of those Services, it must advise Eat Speak Learn of that number in advance at the time the Services are booked.
4.4. Payment Terms
The Client must pay Eat Speak Learn’s invoices within 7 days of the invoice date using the payment method advised by Eat Speak Learn from time-to-time. If the Client disputes any part of the invoice, it must pay the undisputed part within 30 days of the invoice date, and any disputed parts agreed or determined as due no more than 5 days after settlement of the dispute.
4.5. Set off
Eat Speak Learn may set off any amounts owed to Eat Speak Learn by the Client against any amounts payable by the Client to Eat Speak Learn under this Agreement, or any other agreement.
4.6. Review of Services Fee
Eat Speak Learn may review the Services Fee:
4.6.1. on 1 July each year;
4.6.2. at any time by giving the Client no less than 14 days’ notice; and
4.6.3. immediately when a new price guide is issued by the NDIS (for NDIS Participants only).
5. CANCELLATIONS & RESCHEDULES
5.1. Cancellation fees
If Services to be provided by Eat Speak Learn on a certain date (‘Service Date’) are cancelled by the Client:
5.1.1. less than twenty four hours before the Service Date, or the Services cannot be provided on the Service Date because the Candidate does not attend, Eat Speak Learn may charge a fee equal to 90% of the cost of the cancelled Services plus any travel undertaken; and
5.1.2. Cancellation fees may be waived upon provision of a medical certificate indicating the client was not able to attend on the Service Date due to health reasons.
5.2. Cancellation of group bookings
If the Client cancels a group booking Eat Speak Learn will not provide a refund for the cancelled Services. Any material provided at the group session will be made available to the client.
5.3. Debt recovery
If the Client does not pay Services Fees or any amounts due to Eat Speak Learn in accordance with this Agreement, Eat Speak Learn may pursue the payment of those debts, and the Client must pay Eat Speak Learn’s costs in doing so, including (without limitation) administrative, legal and court fees.
6. CLINICAL MATTERS
6.1. Patient Records
Title to all Patient Records created as part of the Services will vest on creation, and remain with, Eat Speak Learn.
6.2. Statement of Sovereignty
The Client acknowledges that each Practitioner may exercise its own professional judgment and discretion at any time, in respect of:
6.2.1. the Practitioner Services provided; and
6.2.2. the referral of patients by the Practitioner to specialists or to other Allied Health practitioners;
6.3. Independent Practitioner Services
Eat Speak Learn will coordinate the delivery of the Practitioner Services to the Client. Eat Speak Learn engages Practitioners to provide those services through a combination of employee and Independent Practitioner Services. Independent Practitioners are directly responsible for the Practitioner Services they provide to the Client, and Eat Speak Learn assumes no liability for those services.
7. WORKPLACE HEALTH & SAFETY
If the Services (or any part of them) are performed at the Client’s premises, or on sites controlled or managed by the Client, the Client must ensure that all it complies with all applicable Workplace Health and Safety laws and standards necessary to ensure a safe work environment for Eat Speak Learn’s employees, Practitioners and other representatives.
8. FORCE MAJEURE
Neither party will be liable for any delay or failure to perform its obligations under this document as a result of a Force Majeure Event. The party affected by a Force Majeure Event must notify the other party as soon as practicable of any anticipated delay or impact on the delivery of the Services. The performance of the affected party’s obligations under this Agreement will be suspended for the period of the delay, and any deadlines will be extended accordingly.
9.1. Termination by Eat Speak Learn
Eat Speak Learn may either suspend or immediately terminate the Agreement by giving written notice to the Client on the happening of any of the following events:
9.1.1. the Client fails to pay the Service Fees in accordance with this Agreement;
9.1.2. the Client otherwise breaches this Agreement, and fails to remedy that breach within 14 days of receiving written notice from Eat Speak Learn to do so; or
9.1.3. the Client is insolvent, or in the reasonable opinion of Eat Speak Learn, is otherwise unable to pay its debts as they fall due.
9.2. Termination by the Client
The Client may terminate this Agreement immediately on written notice to Eat Speak Learn if Eat Speak Learn has breached this Agreement and fails to remedy that breach within 21 days of receiving written notice from the Client to do so.
9.3. Termination without cause
This Agreement may be terminated at any time and without cause by either party giving 30 days’ written notice to the other party.
9.4. No compensation
If a party terminates the Agreement in accordance with clause 9.3, neither party will be entitled to any compensation or damages from the other party in relation to that termination.
9.5. Survival of provisions
Termination of this Agreement will not affect those provisions of the Agreement expressed to operate or have effect after that time, and is without prejudice to any rights accrued by either party in respect of any breaches existing before termination.
10. NO POACHING
The Client must not, without Eat Speak Learn’s prior written consent, which may be refused in its absolute discretion, directly or indirectly solicit, employ or engage:
10.1.1. any Eat Speak Learn employee; or
10.1.2. any Practitioner engaged by Eat Speak Learn to provide the Services, for a period of 6 months from the date of termination of the Agreement.
10.2. Waiver or breach of non-poach
10.2.1. Eat Speak Learn agrees to the Client engaging or employing an Eat Speak Learn employee or Practitioner; or
10.2.2. the Client solicits, employs or engages a Eat Speak Learn employee or Practitioner without first obtaining Eat Speak Learn’s consent, the Client must pay a fee to Eat Speak Learn, which will be the greater of $20,000 (+ GST) or an amount equal to 22% of the employee or Practitioner’s gross annual salary or billings. This amount will be a debt due and payable to Eat Speak Learn on and from the time the employee or Practitioner accepts the Client’s offer.
Each party must:
11.1.1. keep any Confidential Information in respect of the other party secret and confidential, except to the extent that the party is required by law or a recognised stock exchange to disclose;
11.1.2. take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information in respect of the other party; and
11.1.3. subject to clause 11.1.1, not disclose Confidential Information in respect of the other party to any third party without first obtaining the written consent of the other party.
11.2. No partnership
Nothing in this Agreement will be interpreted to constitute a relationship between the parties or their representatives as partners, joint operators or as employer/employee.
11.3. Consequential loss
Neither party will be liable to the other for loss of profits or any other indirect or consequential loss arising in connection with this Agreement.
11.4. Governing Law & Jurisdiction
The Agreement is governed by the laws of the Australian Capital Territory and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of that Territory.
11.5. Changes to terms and conditions
Eat Speak Learn may to amend these terms and conditions by publishing an amended version of them on its website. The Client’s continued acceptance of Services will constitute acceptance of such changes.
Subject to clause 11.5, this Agreement can only be varied by written agreement between the parties.
The Client may not assign, novate, sub-licence or charge any of its rights or obligations under this Agreement without the prior written consent of Eat Speak Learn.
11.8. Costs and Expenses
Each party must pay its own costs and expenses relating to the preparation and execution of this Agreement.