Terms of Service
Built 2 Move Pty Ltd (ACN 654 149 014)
Terms and Conditions for Services
Definitions
1.1. In these Terms:
Acceptance has the meaning provided in clause 4.
Advance Payment means a non-refundable fee payable in
advance of any physiology Services commencing, as set out
in a Treatment Plan, Proposal or otherwise agreed in writing.
This may be required in addition to a Deposit.
Background IP means Intellectual Property owned, licensed
or held by either of Us which is in existence at the date of
these Terms; or comes into existence after the date of these
Terms otherwise than in connection with these Terms.
Clinical Notes means physiology, occupational therapy or
dietician treatment notes, rehabilitation plans, assessments,
exercise programs, and any other clinical documentation
created by Us during the provision of Services.
Confidential Information means any information or data,
whether or not in a material form, which is confidential to
either of us, including confidential information acquired,
collected or developed for the purpose of the Services or
obtained under these Terms, whether disclosed before or
after the date We commence providing Services to You,
except that information which is already in the public domain
otherwise than as a result of a breach of these Terms.
Deliverables means any physiology or allied health–related
items produced by Us in the course of providing the Services,
as defined in these Terms. Deliverables may include, but are
not limited to, treatment plans, exercise or rehabilitation
programs, clinical reports, letters, assessments,
recommendations, and any other written or digital materials
created for You as part of the Services.
Proposal means the quotation for Our Services issued by Us
to You in writing or as outlined on our website or within
premises from time to time.
Fees means the amount set out in the Proposal and includes
Deposit and Advance Payment.
Improvements means any modification, enhancement,
development, alteration or technical advance in or relating to
Intellectual Property.
Intellectual Property includes all industrial and intellectual
property rights including but not limited to:
(a) any Deliverables, including treatment plans, therapy
protocols, assessment tools, exercise programs, patient
resources, educational materials, and other health
service outputs developed in connection with physiology,
occupational therapy, or related health services;
(b) copyright, future copyright, patents, trade or business
names, registered and unregistered trademarks,
registered and registrable designs, trade secrets, know-
how, and all other intellectual property rights recognised
under the laws of New South Wales;
(c) any applications or rights to apply for registration of the
rights described in paragraph (a);
(d) any improvements, modifications, or adaptations to the
rights described in paragraph (a);
provided that, for the avoidance of doubt, this definition
excludes moral rights and other non-assignable personal
rights of any individual.
Services means the health and allied services We agree to
provide to You, as requested or instructed by You, including
but not limited to exercise and sports physiology,
occupational therapy, dietetic advice, and Pilates-based
assessment or instruction.
Terms means these terms and conditions.
We and Us and words with a similar connotation mean Built 2
Move Pty Ltd (ACN 654 149 014) and include Our
employees, agents and subcontractors.
You and Your and words with a similar connotation mean
you, your company, your employees, your administrators,
successors and/or permitted assignees.
2. Incorporation
2.1. These Terms govern the provision of all Our Services to You.
All other terms and conditions, express or implied are
excluded to the fullest extent permitted by law including
without limitation any of Your terms and conditions.
2.2. These Terms can only be amended in writing and signed by
both of us. These Terms will prevail to the extent of any
inconsistency between a Proposal and these Terms.
3. Proposal and Request for Services
3.1. The Proposal applies only to the Services specifically agreed
to be provided and as engaged by You. Any additional or
varied Services requested by You or clinically required will be
charged separately in accordance with our Fees.
4. Acceptance
4.1. You are deemed to accept and agree to these Terms in full
when You do all or any of the following:
(a) accepting a Proposal by notice in writing to Us;
(b) providing further instructions to Us; or
(c) engage Us for any Services;
(d) use any of our facilities in relation to the Services;
(e) making of a booking for Services;
(f) making of payment of the Deposit or other amount as set
out as a requirement in our Proposal to Us;
(g) or any other act by You that requires Us to commence
the provision of Services.
4.2. Additional fees apply to any variations that You direct to the
original scope of Services that are outside the Proposal.
5. Deposit
5.1. A non-refundable deposit of 50% of the value of the Proposal
may be required on making of a booking (“Deposit”).
5.2. If required by Us, You agree to pay Us the Deposit as set out
in the Proposal, before We commence any Services for You.
5.3. If required by Us and You have failed to comply with clause
5.2, We will not start to provide the Services until We receive
the Deposit in cleared funds in our nominated account as
specified in our Proposal.
6. Advance Payment
6.1. We may require an Advance Payment at our discretion.
6.2. A tax invoice will be issued and must be paid within the
stated timeframe.
6.3. The Advance Payment secures Your place in our schedule
and covers preparation work such as:
(a) clinical planning;
(b) treatment setup;
(c) administrative preparation;
(d) resource allocation; and
(e) travel preparation (if mobile Services).
6.4. If an Advance Payment is required in accordance with this
clause, the Services will not commence until the Advance
Payment is paid by You.
6.5. Delayed payment may affect appointment availability.
6.6. The Advance Payment is credited toward final Fees but does
not cover additional services, variations, extended clinical
needs or unforeseen complexities.
6.7. If You cancel after paying an Advance Payment:
(a) It is generally non-refundable unless We determine
otherwise.
(b) You remain liable for all Services delivered up to
cancellation.
(c) Additional reasonable costs may apply for clinical time,
allocated resources or partial work completed.
6.8. This clause protects Us where significant time and resources
are allocated in advance.
7. Your Obligations
7.1. You agree to:
(a) provide accurate and complete health and medical
information;
(b) notify Us of any changes in symptoms or medical status;
(c) follow reasonable clinical recommendations;
(d) attend appointments on time;
(e) communicate any requests for variations in writing;
(f) provide safe access for mobile or home Services;
(g) pay all fees when due.
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7.2. You must notify Us if You appoint a representative (e.g.,support coordinator, guardian).
7.3. Additional fees apply for extended communication, additional consultations or report requests.
8. Standards of Service
8.1. We agree to perform the Services:
(a) with professional skill, care and diligence expected of an experienced health professionals;
(b) within agreed time frames where reasonably possible;
(c) consistent with professional standards and AHPRA and AHPRA and other applicable Australian regulatory requirements;
(d) in accordance with all relevant health laws, privacy laws and clinical standards;
(e) with regard to any relevant medical information You provide;
(f) based on current clinical evidence and guidelines;
(g) subject to any factors beyond our control, including Your condition, adherence to exercises, symptom fluctuations or clinical complexities
8.2. Our advice is specific to Your individual circumstances and must not be reused for other persons or conditions.
9. Intellectual Property
9.1. Neither of Us assigns any of Our respective Background IP to the other party if that Background IP is used under these Terms.
9.2. We own all Intellectual Property in any deliverables as part of the provision of Services. Where Your Background IP is in corporated into the Deliverables by us, You hereby agree to provide Us with a royalty free, non-exclusive, perpetual licence for Us to use that Background IP in conjunction with the Deliverables.
10. Confidentiality
10.1. Neither of Us may disclose any Confidential Information to any person that is not a party to these Terms unless that disclosure:
(a) is necessary for the purposes of performing its obligations under these Terms; or
(b) is consented to by the other party’s authorised delegatein writing; or
(c) is required by law to be disclosed.
10.2. We must use the same degree of care towards the Confidential Information that each of Us would use to protect Our own confidential information of like nature, but no less than a reasonable degree of care.
10.3. We will retain all Confidential Information received or generated in the course of providing the Services, as required by law.
10.4. You acknowledge and agree that the materials We produce for You constitute Confidential information and You must not,for whatever reason, either for Yourself, for a third party or with the assistance of any third party, provide to any other person or party, appropriate, copy, memorise or in any manner reproduce (or reverse engineer) any of Our Confidential Information.
11. Our Fees
11.1. You agree to pay for the following, over and above the Proposal, if so requested by us:
(a) all goods and services tax payable not otherwise included in the Fees or in the Proposal. We will issue a tax invoice to You for goods and services tax;
(b) repeated or varied Services due to Your act or omission or a variation request by You;
(c) interest accruing daily on the unpaid balance of the Fees or any amount payable, calculated daily from its due date until the date of payment at a rate of 10%per annum;
(d) any additional costs or expenses incurred by Us because You give Us incorrect information.
12. Payment
12.1. You agree to make payment of the balance of the Fees in accordance with the terms of our tax invoice issued to You by us by cash or electronic funds transfer to Our nominated bank account as advised by us on our Proposal.
12.2. Payment of the balance of the Fees is required prior to the Deliverables provided to You.
12.3. The time of payment is an essential term of these Terms.
12.4. You indemnify Us on demand against all costs, Fees,expenses and legal costs (on an indemnity basis) incurred by Us in recovering any outstanding unpaid amount from You.
12.5. Unless otherwise indicated, monetary references are to Australian dollars.
13. Delay
13.1. If either of Us is delayed or prevented from performing any obligations under these Terms due to any cause or circumstance that is outside of Our (respective) control, We agree to delay the performance of the affected obligations until the cause or circumstance is abated or until such time as mutually agreed between us.
14. Termination
14.1. You may cancel Your request for Services.
14.2. A cancellation fee of 50% of the total Fees will apply if You cancel the Services within 36 hours of the scheduled Service booking.
14.3. We reserve the right to terminate or suspend or refuse to provide Our performance of the whole or any outstanding part of the request for Services without liability to You in all or any of the following circumstances:
(a) where You breach these Terms;
(b) you are under the influence of drugs or alcohol;
(c) where You enter into bankruptcy, liquidation or a composition with Your creditors, have a receiver or manager appointed over all or any part of Your assets,enter into administration or become insolvent;
(d) where We notify You of having reasonable grounds for suspecting that an event in clause
14.3 (c) has occurred or will occur, or You will not pay for Services on the due date;
(e) if You have been abusive or threatening to us;
(f) if, in Our sole discretion, You do not provide Us with a safe working environment (including mobile environment location);
(g) you have failed to attend a booking for the Services;(h) if you indicate to us or we form the view that you have lost confidence in Us;
(i) You fail to accept or follow our professional advice in relation to the Services;
(j) For any reason outside Our control which has the effect of compromising our ability to perform the work required within the required time frame; or
(k) For any reason which We may feel, in our sole discretion, that We or You are at risk in proceeding to provide the Services, We may suspend or terminate the Services immediately without liability.
14.4. Termination by Us in accordance with these Terms is without prejudice to Our other remedies and Our right to recover payment from You for any Services provided by Us up to and including the date of termination.
15. Our Warranties
15.1. We represent and warrant to You that:
(a) We will provide the Services in accordance with standards of skill, care, and diligence normally practised
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by suitably qualified and experienced persons providing services of a similar nature to the Services;(b) We have the power and capacity to enter and perform the Services and Our obligations under these Terms; and
(c) We have sufficient skill, expertise, capacity and resources to perform the Services.
16. Your agreements and Indemnity
16.1. You agree that by accepting the Proposal, You have first reviewed the Proposal provided by Us and are satisfied with the scope of the Services outlined in the Proposal and that the scope meets Your needs.
16.2. You acknowledge and agree that You have fully disclosed all relevant information to Us so that We may provide the Services to You.
16.3. If we are required to attend a mobile environment location,you agree You will provide Us with a safe work environment.
16.4. You indemnify Us against any claims, loss and/or damages that may arise from Your failure to comply with this clause 16.
17. Limitation of Liability
17.1. To the maximum extent permitted by law, We are not liable in any way to You for any form of loss, damage or injury sustained or incurred by You or any third party in consequence of, or resulting directly or indirectly out of the provision of Services, the use of Our Services, or any breach by Us of any contract incorporating these Terms or these Terms. 17.2. For the avoidance of doubt, We provide guidance and Services to You but We are not liable to You for any misinterpretation of such guidance and Services or any failure by You to implement the guidance and Services in the manner or way in which We inform You including but not limited to treatment plans exercises and guidance. We are also not liable to You for any future application of the guidance or Services or the way in which You interpret or apply the guidance or Services We supply.
17.3. We are not liable for any outcomes, costs, or consequences if You choose to engage third parties to implement or follow recommendations from our Deliverables or Services.
17.4. We are not responsible for external factors beyond Our control that may affect your treatment or associated costs,including but not limited to pandemics, supply shortages, or changes in healthcare regulations.
17.5. If any law renders any part of these Terms unenforceable,Our liability is limited, at Our discretion, to:
(a) Resupplying the affected Services; or
(b) Refund of the Fees paid for the specific Services under the Proposal.
17.6. We are not liable for failure to provide the Services for any reason whatsoever outside Our reasonable control including,including but not limited to industrial action, riots or war,governmental action or regulation, act of God. Any such failure does not affect Your obligation to pay for all or any Services previously supplied by Us to You.
17.7. We are not liable for any damage to Your premises or property where You have permitted Us to use Your premises or property to perform the Services in a mobile environment location.
17.8. Our liability to You under this clause 17 (if any) will be reduced proportionately to the extent that any unlawful,negligent or other act or omission by You contributed to the relevant liability, loss, damage, or expense.
17.9. You release and indemnify Us against all or any claims, loss and/or damages that You incur or that arise where We are not liable under this clause 17.
18. Advertising Consent
18.1. By accepting the Proposal, You grant Us the right to generically refer to the nature of the services carried out by Us for You, without using Your name or any of Your personal
information, for any lawful purpose, including advertising and marketing.
19. Dispute Resolution
19.1. If a dispute arises out of, or relates to the Services or these Terms, neither of Us may commence any court proceedings relating to the dispute unless We have first complied with this clause 19, except where either of Us seeks urgent interlocutory relief.
19.2. Whichever of Us claims that a dispute (“Dispute”) has arisen in relation to the Services or under these Terms, that claiming party must give written notice to the other party specifying the nature of the Dispute.
19.3. On receipt of that notice, We must endeavour to resolve the Dispute expeditiously using informal dispute resolution techniques such as discussion, series of discussions,mediation or determination or similar techniques agreed by us.
19.4. If We do not agree within 5 business days of receipt of the notice referred to above (or such further period as agreed in writing by us) as to:
(a) the dispute resolution technique and procedures to be adopted;
(b) the timetable for all steps in the technique; and
(c) the selection and compensation of the independent person required for such technique,then We must mediate the Dispute in accordance with the Mediation Rules of New South Wales, and the nominee of the President of the Law Society of New South Wales will select the mediator and determine the mediator’s compensation.
20. General
20.1. Governing Law: These Terms are governed by the laws of the State of New South Wales and We both submit to the jurisdiction of the courts of that state.
20.2. Assignment: You may not assign the whole or any part of this agreement or any rights or obligations under it.
20.3. Severability: If any provision of these Terms is held to be invalid in any way or unenforceable, the remaining provisions shall not in any way be effected or impaired, and these Terms must be construed so as to give effect to Our original intent.
20.4. Waiver: Waiver of any provision of or right under these Terms:(a) must be in writing signed by whichever of Us is entitled to the benefit of that provision or right; and(b) is effective only to the extent set out in any written waiver.
20.5. Entire Agreement: These Terms, the Proposal and any attachments constitute the entire agreement between Us with respect to its subject matter and supersede all prior agreements and understandings between Us in connection with these Terms and/or in connection with the Services.
20.6. Notices: Notices under these Terms must be in writing, in English and delivered to the address for the relevant party asset out in the Proposal or as otherwise advised to that party by the other party. A notice is taken to be received:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post, on the second business day after the date of posting;
(c) if sent by email at the time that would be the time of receipt under the Electronic Transactions Act 1999.20.7. Survival: The following terms survive expiry or termination of these Terms: clause 9 (intellectual property); clause 10(confidentiality); clause 17 (limitation of liability); clause 19(dispute resolution); clause 20.1 (governing law); and this clause 20.7 (survival).
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