Client Engagement Agreement
Lara Mathers provides one-on-one dietetics and nutrition advice, accountability, and support to clients. Depending on your individual program, this may include personalised nutrition and supplementation advice, recipes, meal plans and access to digital products and programs.
This agreement is between Lara Mathers (ABN 267 652 19 308) trading as Lara Mathers of 42 The Grove, Mosman, NSW 2088 and the client set out in our intake form (âClientâ, âyouâ).
By providing a digital signature or clicking âI have read and agree to the terms and conditions of this page as followsâ youâll be taken to have accepted these terms, so if you have any questions at all, please donât hesitate to discuss with us by phone, email or in person as soon as possible.
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Operative Part
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1. Engagement and Term
1.1. This Agreement includes the terms and conditions contained in this document and incorporates by reference the scope of services, pricing and other details of our proposed engagement as outlined in the Program Outline (âCustom Programâ).
1.2. The offer contained in the provided Program Outline and this Agreement is open for acceptance for 7 days from the date of the provided Program Outline.
1.3. This Agreement commences on acceptance, which occurs when you accept our terms by ticking the âI agreeâ checkbox (or take a similar action) or otherwise digitally signing via our software.
1.4. The term of our engagement will be from the date of acceptance of this Agreement until the obligations of each party to this Agreement have been extinguished, unless terminated earlier in accordance with the terms of this Agreement.
1.5. The Client engages Lara Mathers to perform the Services described in the provided Program Outline.
2. Scope of Services
2.1. We will provide the Services to you in accordance with the scope of the engagement, which is set out in detail in the provided Program Outline.
2.2. Any modifications to or expansions of the scope requested by you will only be effective if received in writing not less than 48 hours prior to our consultation. We will confirm the details of our new scope with you in writing, including by email.
2.3. Such an agreement in writing between the parties will amount to a permitted variation of this Agreement.
2.4. If we are unable to accommodate your request for scope expansion, we reserve the right to terminate our engagement with you in accordance with the termination provisions contained in this Agreement.
3. Fees
3.1. You agree to pay us the fees set out in the provided Program Outline for the Services (Fees).
3.2. We may charge for our services as follows:
3.2.1. fixed monthly fees for programs;
3.2.2. fixed upfront fees for packages and ad hoc consultations.
3.3. Our Fees are exclusive of GST, unless otherwise set out in the provided Program Outline.
4. Payment Terms
4.1. We may, in our absolute discretion, request a deposit payment.
4.2. Unless otherwise agreed in writing, our Fees are payable as follows:
4.2.1. upfront in full prior to the Services being delivered; or
4.2.2. monthly in advance in accordance with a payment plan or program.
4.3. We will invoice you in accordance with this clause, unless otherwise agreed.
4.4. We will not be obliged to deliver the Services or do anything in relation to our consultation unless or until we receive your acceptance of this Agreement and the Fees in cleared funds.
4.5. Payment is to be made by electronic funds transfer into the Nominated Account, by credit card via Stripe or by PayPal.
4.6. If you fail to pay any Fees, Expenses or Additional Amounts in accordance with this Agreement and any amount remains overdue after 30 days from the due date, we reserve the right to:
4.6.1. charge interest at the rate of 10% per annum on all outstanding amounts, with interest to accrue daily until the outstanding amounts are paid in full; and/or
4.6.2. suspend or cancel our Services to you; and/or
4.6.3. refer the matter to a debt collection agency or solicitor and you will be liable to pay any costs we incur or become liable to pay for the collection of such unpaid amounts, including but not limited to debt collection fees, charges and commissions and legal fees and costs on a full indemnity basis.
5. Online Course Access and Digital Products
5.1. From time to time, we may provide you with access to one of our online courses, programs or digital products.
5.2. In order to access an online course, you must first create an online account through the link provided when you join a program and can be accessed at any time via https://courses.thedietologist.com.au/login. 5.3. You understand and acknowledge that the intellectual property in the online course, program or digital product is owned by us and you are expressly prohibited from copying, sharing or otherwise distributing its content.
5.4. Risk in the Services supplied under this Agreement passes to you once the Services are made available to you; that is, once the email with your login details has been delivered.
5.5. As a user of our online course, program or digital product, we grant you a worldwide, non-exclusive, royalty- free, revocable license to access the course and all associated intellectual property in accordance with these terms, copy and store the online course content contained therein in your device's cache memory and to print pages from the online course for your own personal and non-commercial use.
5.6. We donât grant you any other rights whatsoever in relation to the online course, program or digital product. Specifically, you are prohibited from re-using the content contained in the online course for commercial use. 5.7. Lara Mathers can revoke this license immediately and without notice if you use the content other than in accordance with this license.
5.8. If you have any technical problems accessing your online account or accessing the material which forms part of the Services, please contact us for assistance.
6. Physical Products and Goods
6.1. From time to time, we may provide you with physical goods (such as supplement samples).
6.2. You agree to provide us with your mailing address so that we can post these to you.
6.3. Risk in the products supplied under this Agreement passes to you immediately on purchase.
6.4. Itâs your responsibility to make sure that your email and postal address details are correct. We wonât be responsible for any incorrect or failed delivery if you donât supply current, accurate postal address details. If your order is undelivered due to your error and returned to us, we reserve the right to require you to pay further postage fees or terminate this agreement and issue a refund (less delivery fees) in accordance with this agreement.
6.5. You grant us and our delivery partners authority to leave any products at your nominated address without requiring a signature.
6.6. Risk in each order passes to you on delivery to your nominated address.
7. Advice, Information and Instructional Videos
7.1. As part of the Services, we may provide you with supplementary products and materials in addition to our 1:1 consultation. In these materials (such as our online course, programs, digital or other products) we may give you advice, recommendations, information, instruction or assistance, believing it to be accurate, appropriate and reliable at the time but we donât give any warranty of accuracy, appropriateness or reliability. Please note that this only applies to the supplementary materials provided and does not apply to advice given during 1:1 consultations.
7.2. The information, advice and instruction we give in our supplementary materials are general in nature and are not intended to constitute or substitute for professional or medical advice. You should seek appropriate professional advice suitable for your personal circumstances if necessary. If you are unsure about any dietetic or nutritional information provided in an online course, program or digital product, please discuss this with us during your next consultation.
7.3. We wonât accept any liability or responsibility (including liability for negligence) for any loss suffered because of your or any other personâs reliance on information or advice we provide through our online course, programs or digital products, unless otherwise required by law.
8. Client Responsibilities
8.1. You must:
8.1.1. provide us with comprehensive information relating to our consultation (including any relevant documentation, blood tests, doctorâs reports, letters or referrals) at least 48 hours prior to our consultation to enable us to deliver the Services in line with this Agreement;
8.1.2. provide us with clear and timely instructions regarding the Services required by you to be performed by us;
8.1.3. work collaboratively with us, including by providing all relevant information in a timely manner; 8.1.4. ensure that all information provided to us is up to date and accurate;
8.1.5. notify us as soon as possible if your contact or personal details change; and
8.1.6. arrange for payment of all our Fees, Expenses and Additional Amounts without deduction or set- off in a timely manner and in accordance with the terms of this Agreement.
8.2. Please note that any delays in you complying with the above will hinder our ability to start or progress our Services and may impact on our ability to meet any agreed deadlines. Please note that we will not be liable for any such delays, including delays in performing the Services while any invoice is outstanding.
8.3. If any of the items listed in this clause are not provided by you to us within a reasonable time after the commencement of the engagement, we may, in our sole discretion, elect to terminate the engagement. Should we elect to terminate the engagement, we will immediately return any information, materials, designs, data, documents, access details and the like to you and you will be liable to pay our Fees and Expenses in accordance with the terms of this Agreement.
9. Works Standard and No Warranties
9.1. We will deliver the Services in a professional manner, in good faith, with all requisite care and skill. However, we cannot make any warranty or guarantee as to results. Any indications given as to results achieved by previous clients are examples and are based on experience. These must not be relied on to predict future results.
9.2. You warrant that you have not relied on any warranty, guarantee or representation given by us in entering into this Agreement.
9.3. Other than any warranties or guarantees which you may be entitled to pursuant to the Australian Consumer Law or any other law, all other warranties and guarantees in relation to the Services are specifically excluded and any term or condition which would otherwise be implied into this Agreement is excluded.
10. Confidentiality
10.1. The parties recognise that it may be necessary during the engagement to reveal Confidential Information to each other. Each party agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which they have obtained, except as authorised by the other party or as required by law and will undertake reasonable commercial measures to maintain the confidential nature of the Confidential Information, including the signing of reasonable non-disclosure agreements by personnel of either party on request.
10.2. This clause survives termination of this Agreement.
11. Client Confidentiality
11.1. Weâre required to comply with the Dietitians Australia Code of Conduct. As part of our professional obligations, any information you disclose to us will be kept confidential in line with our privacy policy and will only be released to others with your permission or where required by law.
12. Intellectual Property
12.1. All content in the Services (including online courses, programs, digital products) is subject to copyright and is protected by copyright under the laws of Australia and through international treaties. Unless we say otherwise, all rights (including copyright) in the Services and website (including text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled by us and are reserved by us.
12.2. You acknowledge and agree that all intellectual property rights owned by us or to which we are entitled before and after this Agreement will remain our sole property and that nothing in this Agreement transfers any ownership in our intellectual property rights to you. All Intellectual Property created by us in the course of this engagement (including, but not limited to the provided Program Outline, meal plans, infographic and other additional materials and resources will be the exclusive and sole property of Lara Mathers, together with any derivatives.
12.3. You are expressly prohibited from providing copies of any digital products, meal plans, online course content, additional resources and materials, meal plans, or any other intellectual property we provide to you as part of the Services without our prior consent in writing.
12.4. If access to our online course is provided to you, it is done so for your exclusive use only and should not be shared with others.
12.5. You understand and agree that such an action would amount to a breach of our Intellectual Property Rights, entitling us to take immediate action against you to enforce our rights
13. Australian Consumer Law
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law, which forms Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL). If you are an Australian consumer for the purposes of the ACL, you are entitled to replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
Nothing in these terms excludes any right, guarantee or warranty youâre entitled to by law, however we do exclude all other guarantees, conditions and warranties to the maximum extent permitted by law. We also specifically exclude liability for negligence.
Wherever possible our liability for breach of any condition, warranty or guarantee is limited, at our option, to:
replacement of the product;
repair of the product;
payment of the cost of having the product repaired; or
such other fair and reasonable remedy as we are ready and willing to provide.
We wonât be liable for any consequential loss or damage or other direct or indirect loss or damage, except where we are unable to limit or exclude such loss under the ACL.
If for any reason the ACL doesnât apply to an order you place with us, then we exclude all liability to you and weâll only refund an order placed if we canât fill it, if we think itâs reasonable to do so, or otherwise as agreed in writing.
14. Limitation of Liability and Indemnity
14.1. Nothing in this Agreement is intended to exclude any right or guarantee to which you are entitled under the Australian Consumer Law.
14.2. Where the Services fall within the scope of the Australian Consumer Law, our liability to you is limited to the fullest extent permissible by law, including by limiting liability under section 64A of the Australian Consumer Law to (at our option) providing the Services again or the cost of providing the Services again. We specifically exclude liability for negligence. To the maximum extent permissible by law, we exclude liability for consequential loss or damage, including loss of business profits or reputational damage.
14.3. Where the Services do not fall within the scope of the Australian Consumer Law, we exclude all liability to you (including for negligence and consequential loss or damage, including loss of business profits or reputational damage) however arising.
14.4. To the maximum extent permitted by law, you indemnify us on a continuing basis in respect of any liability for loss or damage (including consequential loss) arising from our use of any structures provided by you.
15. Termination
15.1. You may terminate this Agreement:
15.1.1. for programs and payments plan, at any time up to the date that is 14 clear daysâ before the consultation, subject to clause 16 below;
15.1.2. all other clients, at any time by providing a minimum of 48 hoursâ written notice prior to the consultation.
15.2. We may terminate this Agreement immediately on written notice to you if:
15.2.1. you engage in conduct which we reasonably consider to be illegal, immoral, unfair, abusive, harassing, obstructive or deceptive, or which may otherwise jeopardise our name, reputation or business;
15.2.2. on 7 days' notice before our consultation; or
15.2.3. immediately if a provision of this Agreement entitles us to elect to so terminate this Agreement.
15.3. Either party may terminate this Agreement:
15.3.1. on expiry of notice given, if the other party breaches a term of this Agreement and fails to remedy the breach within 14 days after having received notice in writing of the breach; or
15.3.2. immediately on written notice to the other party, if an Insolvency Event occurs in relation to a party.
15.4. If termination is disputed, it will be dealt with in accordance with the dispute resolution provisions of this Agreement.
16. Consequences of Termination
16.1. If this Agreement is terminated:
16.1.1. all rights and obligations accrued up to the date of the termination (including, in particular, your obligation to pay Fees and Expenses) are not affected, unless otherwise set out in this clause.
16.1.2. your access to our online course and/ or digital products will be revoked.
16.2. If you terminate this Agreement pursuant to clause 15.1 before we commence delivering the Services to you, you agree we will retain 10% of the Fees.
16.3. If you terminate this Agreement pursuant to clause 15.1 after we have commenced delivering the Services to you, you agree:
16.3.1. we will retain the Deposit; and
16.3.2. you will be liable to pay us on demand any further amounts representing proportionate work actually completed by us prior to termination, in excess of 30%; and
16.3.3. we will retain all Intellectual Property in all Works and will not be obliged to provide you with copies of any documents created in the course of the engagement.
16.4. This clause and any other clause which by its nature is intended to survive termination, will survive termination of this Agreement.
17. Refunds, Re-booking and Cancellation
17.1. We may, in our absolute discretion, agree to a refund or re-booking. Unless other terms are agreed in writing between the parties and signed, any such re-booking or refund will be subject to the additional terms set out in this clause.
17.2. If you would like to request a refund, please email us at [email protected]
17.3. If we elect to provide you with a refund, you understand and agree that we will retain a $15 administrative fee which will be deducted from the total amount refunded to you. You agree that this is reasonable and necessary to protect our legitimate business interests.
17.4. Nothing in this clause displaces your rights under the Australian Consumer Law.
17.5. Any request to cancel or re-book the date of the provision of all or part of goods or Services to be provided under this Agreement must be submitted to us in writing no less than 48 hours prior to your consultation.
17.6. The postponement must not be for any greater than 3 calendar months.
17.7. Any new date for provision of Services is subject to our availability.
18. Dispute Resolution
18.1. If a dispute arises between the parties, the party claiming the dispute must not commence any court or arbitration proceedings (except where they seek urgent interlocutory relief), unless they have first complied with this clause.
18.2. The party claiming the dispute must first inform the other party in writing of the following:
18.2.1. the nature of the dispute;
18.2.2. the outcome they desire to resolve the dispute, and 18.2.3. the action they believe will settle the dispute.
18.3. On receipt of the notice by the other party, both parties will make every effort to resolve the dispute by mutual negotiation within 20 Business Days.
18.4. If the parties are unable to resolve the dispute in that time, the parties must agree on selection of a mediator (if the parties are unable to agree, they agree to request that the President of the Law Society of New South Wales appoint a mediator) and will be equally liable for the fees and reasonable expenses of the mediator and the cost of the venue of the mediation (to be paid in advance). The parties must each pay their own costs associated with the mediation, which must be held in Sydney, Australia, unless otherwise agreed in writing.
18.5. All communications made by the parties arising out of this dispute resolution clause are confidential and to the maximum extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
18.6. This clause survives termination of this Agreement.
