Clinic – Terms & Conditions
These terms and conditions form a contract between you (and your clinic) and Bodycare therefor please consider them in full before accepting them. The details of the services you will be providing are indicated in your proposal and should be read in conjunction with these terms.
- Bodycare Injury Management ABN 15 120 104 985 is a workplace health and safety organisation that specialises in the delivery of a number of services relating to workplace occupational health and safety including pre-employment medical assessments and physiotherapy services as specified in your proposal (the “Services”).
- Bodycare wishes to subcontract the delivery of health assessment and/or physiotherapy services to you as an independent contractor to be conducted at your clinic.
- You have represented that you have the required experience, expertise, capability and skill to provide these Services.
- You agree to provide the Services on the terms and conditions set out in these terms.
1. PROVISION OF SERVICES
In delivering the Services you will:
(a) comply with the requirements of the role specified in your proposal at all times including use of the Bodycare and My Occ Health Record dashboard for which Bodycare will provide training and support;
(b) use best endeavours to ensure that the Services are provided in a timely, reasonable and professional manner;
(c) act lawfully including taking every reasonable endeavour to ensure compliance with all applicable anti- discrimination, occupational health and safety and privacy legislation;
(d) not subcontract the Services to a third party without Bodycare’s prior written consent.
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 firstname.lastname@example.org
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.
3. EQUIPMENT MANAGEMENT AND MAINTENANCE FEES
The fee for ongoing equipment management, maintenance and calibration of equipment supplied by Bodycare (where required) to you to conduct Health Assessments is $100+GST per month.
This will be deducted from the consultancy fees payable to you. In the event you have not issued an invoice, Bodycare will directly invoice you. This fee will be waived until such time as you have performed 30 Health Assessments since commencement date of this agreement.
The following words will have the following meanings under this Agreement:
“Confidential Information” means the following, whether verbal, written, electronic or in other form:
(a) the terms of this Agreement and its subject matter;
(b) all information, intellectual property rights, know-how, technology, trade secrets, proprietary information, proposals, tenders, contracts, plans, goals, objectives, personal information, data, software, manuals, diagrams, graphs, charts, projections, specifications, formulae, estimates, concepts, documents, accounts, plans, techniques, processes, client lists, correspondence, letters and papers of every description (and copies and extracts made of or from such information) relating to:
(i) Bodycare’s client/s;
(ii) Bodycare or any of its subsidiaries, related companies, suppliers, business associates;
(iii) the operations, business, processes, dealings, finance, strategies, policies, transactions, markets, customers, know-how of Bodycare or its clients;
and including without limitation that which is not specifically marked or identified as such would reasonably be regarded as secret commercial information of the owners, but excluding any such information which is lawfully known to or in the possession or control of the Consultant, its officers, agents or employees without restriction prior to this Agreement or is in the public domain or subsequently enters the public domain other than as a result of a breach of this Agreement.
4.2 Consultant’s obligations
(a) must not, except as authorised or required by this Agreement, reveal to any person or company any of the Confidential Information which may come to your knowledge during the term of this Agreement;
(b) must keep with complete secrecy any Confidential Information which may in any manner injure or cause loss either directly or indirectly Bodycare or its client/s or may be likely to do so;
(c) will not reproduce or otherwise copy any of the Confidential Information except as is needed to provide the Services;
(d) must take all reasonable steps to ensure that all Confidential Information is protected from disclosure to any other party except as is required to perform the Services;
(e) must adhere to any guidelines and policies of the Bodycare or its client/s in relation to the use and disclosure of Confidential Information, including those in relation to publicity;
(f) must take every reasonable endeavour to ensure that all employees, contractors, officers and agents observe the confidentiality obligations contained in this Agreement.
5. LEGAL RELATIONSHIP / LIABILITY AND INDEMNITY / INSURANCE
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.
This clause will survive the termination or expiry of this Agreement
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.
(a) You must indemnify Bodycare and its officers, employees, related bodies corporate and agents from all direct, indirect or consequential losses, costs, expenses, claims, demands or any other actions which may be brought against Bodycare directly or indirectly in connection with the Services delivered pursuant to this Agreement except to the extent that the injury, loss or damage was caused by the Bodycare’s willful or negligent act or omission of or that of any of the Bodycare’s officers, servants or agents.
(b) You further release and discharge Bodycare and its officers, employees, related bodies corporate and agents from all direct, indirect or consequential losses, costs, expenses, claims, demands and other liabilities for which Bodycare is required to indemnify its client in relation to delivery of the Services under this Agreement.
(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.
10.1 Termination by Bodycare
Bodycare may end this Agreement immediately if you commit a breach of any of the provisions of this Agreement (other than a breach that cannot be remedied) and Bodycare gives you notice specifying the breach and you do not rectify that breach within a specified time.
10.2 Termination by Either Party
(a) Either party may terminate the Agreement without notice if the other party:
(i) commits a serious breach that cannot be remedied;
(ii) threatens to cease on its business or becomes insolvent;
(iii) or any of its officers or employees are charged with any criminal offence which brings either party into disrepute.
(b) Either party may end this agreement at any time by giving four (4) weeks’ notice in writing, with no reason for such notification being required to be given.
10.3 Rights on Termination
(a) Termination or expiration of this Agreement will not prejudice any accrued rights or liabilities of either party or excuse any party from a breach of this Agreement occurring prior to termination or expiration.
(b) Clauses 3, 4 and 10 of this Agreement will survive the termination of this Agreement.
11.1 These terms and conditions contain the entire agreement between the parties and supersedes all prior communications, representations, warranties and undertakings between the parties concerning the Services.
11.2 These terms and conditions cannot be varied except in writing signed by the parties.
11.3 Neither party may assign this Agreement or any part of it to any other party without the prior written consent of the other party to this Agreement which shall not be unreasonably withheld.
11.4 This Agreement will be governed by and construed with reference to the laws in force in Victoria and each party hereby submits unconditionally to the jurisdiction of the appropriate Courts of Victoria and any Courts competent to hear appeals there from.
11.5 Terms used with initial capital letter (in both singular and plural forms) have the meaning assigned to them in this Agreement