Clinic – Terms & Conditions

2. PAYMENT OF FEES, EXPENSES, AND TAXES
Bodycare will pay you:

(a) the Consultancy Fees according to the payment procedure in your proposal; and

(b) taxes, charges, insurance premiums or levies imposed by law which are ordinarily required to be paid by Bodycare as a result of you delivering the Services but not your income tax or other personal taxes, nor any insurance required to be paid by you under clause 5 and not any GST associated with the Services which is provided for in clause 7. In doing so Bodycare will only be complying with legislative requirements and Bodycare will not be seen to be treating you as anything other than an independent contractor.

(c) Fees are subject to review based on the number of assessments sent to you or your network of clinics.

(d) Payment for Services will be automatically generated upon completion of the assessment or clinical notes in the Bodycare software platform.

At month end Bodycare will email an invoice to the appropriate contact which will be paid within 30 days. Any disputes or enquiries regarding invoices must be initiated no more than one week after the invoice has been issued and are to be directed to accounts@bodycare.com.au

Bodycare shall not be required to pay any amount for Services provided (including but not limited to additional hours) or for expenses which have not been authorised in writing by Bodycare.
Bodycare have the right to seek further information as to the details in an invoice before payment is required. Invoices are payable by Bodycare on the later of:
a. 30 days of receipt of the invoice; and
b. 30 days of receipt of all details and supporting documentation reasonably requested by Bodycare within 14 days of receipt of the invoice which substantiate the payment made or if the invoice is disputed, so much of the invoice which remains undisputed.

(e) Cancellation fees are 50% of the health assessment fee + GST, if cancelled less than 24 hours of the appointment. Appointments that are cancelled more than 24 hours in advance of the appointment, no fees to be charged.

(f) Cancellation fees are 100% of the VIP service fee + GST, if cancelled less than 24 hours of the appointment. Appointments that are cancelled more than 24 hours in advance of the appointment, no fees to be charged.

5. LEGAL RELATIONSHIP / LIABILITY AND INDEMNITY / INSURANCE

5.1 Definitions
The following words will have the following meanings under this Agreement:

“Intellectual Property Rights” means all intellectual and industrial property rights, including without limitation copyright,  trademarks  or trade  names, patents,  circuit, layouts, designs (whether registered or pending registration), goodwill, trade secrets, secret processes, moral  rights,  the  right  to  have  confidential  information kept confidential and other like rights whether arising by common law or by statute;

“Bodycare Intellectual Property” means all intellectual and industrial property rights owned or licensed  to  Bodycare at  the  time  of  entering  this  Agreement or subsequently acquired or developed (directly or indirectly) by or for Bodycare or licensed to Bodycare during the term of the Agreement.

“Your Intellectual Property” means all intellectual and industrial property rights owned or licensed to you at the time of entering this Agreement or subsequently acquired or developed (directly or indirectly) by or for you or licensed to you during the term of the Agreement.

5.2 Intellectual property vests in Bodycare
You acknowledge and will ensure that:

(a) Bodycare owns and retains all Intellectual Property Rights at all times to Bodycare Intellectual Property;

(b) nothing in this Agreement, nor the performance of the Services will be construed as granting, or giving rise to, any Intellectual Property Rights favour of you, its employees, officers or agents in Bodycare Intellectual Property;

5.3 Your Intellectual Property
Bodycare acknowledges and will ensure that:

• you own and retains all Intellectual Property Rights at all times to Your Intellectual Property;
• nothing in this Agreement, nor the performance of the Services will be construed as granting, or giving rise to, any Intellectual Property Rights favour of Bodycare, its employees, officers or agents in Your Intellectual Property.

5.4 Survival
This clause will survive the termination or expiry of this Agreement

6. INSURANCE

You will take out and keep current throughout the Agreement the following insurance policies:

i) public and products liability insurance of $5,000,000.00; and
ii) professional indemnity insurance of $5,000,000.00; and
iii) medical malpractice insurance; and
iv) any other insurance required by law to undertake the Services.

You will provide certificates of currency to Bodycare on request.

7. CONFLICT OF INTEREST

The Consultant will not during the course of this Agreement, without the prior written approval of Bodycare which shall not be unreasonably withheld, undertake any activities or be interested in (directly or indirectly) any business with a Company introduced by Bodycare, with the obligations and duties under this Agreement to Bodycare and any of its Associated Companies.

9. GST

(a) In this clause the expressions “consideration”, “GST”, “input tax credit”, “supply”, “tax invoice”, “recipient” and “taxable supply” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.

(b) Unless otherwise expressly stated, all amounts payable or consideration provided under this Agreement are exclusive of GST.

(c) If GST is imposed on any supply made under this Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on the taxable supply subject to the recipient first receiving a valid tax invoice. The additional amount is payable at the same time as payment is required for the taxable supply under this Agreement.

(d) If a party is required under this Agreement to pay for, reimburse or contribute to any expense, loss or outgoing (“reimbursable expense”) suffered or incurred by the other party, the amount payable by the first party will be the sum of:
(i) the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense (“net amount”); and
(ii) if the other party’s recovery from the first party is a taxable supply, any GST payable in respect of that supply,
such that after the other party meets the GST liability, it retains the net amount.