The following Terms and Conditions (“Terms”) shall apply to services provided by Bodycare Injury Management New Zealand Pty Limited (NZBN 9429040984810) (“Bodycare”) to its clients (“Client”).
Health & Wellness – Service Information
1. Service Available
1.1. Our Service Providers provide a variety of health-related services. These Services may include:
- Health Expos
- Health Consultations
- Health Checks
- Mental Health Training
- Ergonomic Assessments and Training
- Manual Handling Assessments and Training
- Natural Therapies
- Workplace Safety
- Group Exercise Classes
- Health Seminars
- Health Campaigns
- Flu Vaccinations
- HealthLogix Health Portal
- Cooking Demonstrations
2. Minimum Service Periods
2.1. For some Services you will be required to book the Service for a minimum period of time. These minimum periods generally apply in relation to Services where we may use skilled Third Party contractors for delivery or where there is a significant set-up time.
2.2. The minimum Service period will be stipulated in the individual proposal. Should a booking be for less than the minimum timeframe, the associated fee for the minimum timeframe will still apply.
2.3. Flu Vaccinations have separate minimum service period and other requirements: refer to terms and conditions for Flu Vaccinations.
3. Normal Working Hours
3.1. The staff and contractors of our Service Providers generally work between 8.00am and 6.00pm Monday through Friday (excluding public holidays).
3.2. The hourly rates quoted are based on Services being delivered during those working hours. By arrangement our Service Providers are able to offer Services outside the normal working hours, additional charges may apply.
4. Service Implementation
4.1. To allow us to plan and implement the Services to the standards we demand a minimum of 28 days is required from the date we receive your acceptance of our Proposal to the date you request the Services delivered.
4.2. If you require any Service delivered within less than the 28-day notice period, we will endeavour to meet your requirements, but cannot guarantee
delivery of the Service in that time. Where the Service is provided in this period, additional charges may apply.
4.3. We will appoint a program manager to administer your Service Agreement. That program manager will be your main point of contact and responsible for ensuring an optimal delivery of our Services to you.
4.4. If included as part of our Service Agreement, we will aim to complete and deliver a summary report on the Services to you within 30 days from the date we complete the Services.
5. Disbursements
5.1. The Fees quoted in our Proposal cover incidental use of photocopiers, telephones, facsimiles and the like. The Fees do not cover additional specific expenses which we incur as a result of you engaging us to deliver the Services including but not limited to the printing of any promotional documents, delivery of material to you by courier (other than where the need for an urgent delivery is our fault), Service-related travel, accommodation and like costs.
5.2. The fees do not cover additional specific expenses which we incur as a result of you engaging us to deliver the Services including but not limited to the printing of any promotional documents, delivery of material to you by courier (other than the need for an urgent delivery is our fault), Service-related travel, accommodation and associate costs.
5.3. Our staff and contractors will generally travel to your Venue by car because of the need to carry materials or equipment with them. It is expected that you will be able to provide suitable parking adjacent to the Venue at no cost, but where they do incur parking charges these costs will be passed on to you as a disbursement.
5.4. The billing of disbursements is also addressed in Section 4 of the Terms and Conditions.
6. Additional Costs & Disruptions
6.1. We reserve the right to recover from you unexpected costs which we incur in delivering the Services. Typically these costs can arise where:
a) your staff arrive late for their appointment, resulting in us having to work longer hours than quoted for in the Proposal; and/or
b) more of your staff than predicted attend to participate in the Services, resulting in us having to work longer hours than we quoted in the Proposal.
6.2. Where we anticipate that the Services in question will run for longer than contemplated by the Proposal, we will (where practicable) seek the approval of your representative nominated under our Service Agreement. We will keep a record of any additional hours worked.
6.3. We may use skilled Third Party contractors in providing all or part of a Service. It is possible that any of our contractors or staff may become unavailable on short notice and often through no fault of their own. To address these circumstances, we maintain a broad resource of alternative Third-Party contractors that we commence contacting immediately upon becoming aware of any such unavailability. However, it is possible that, particularly where Services are scheduled for times of peak demand, it may be logistically impossible for us to access replacement services from alternative Third Party contractors in the time available. In such circumstances, and to the maximum extent permitted by law, our liability is limited to replacing that particular Service or part of the Service at a later time convenient to you, or to refunding you the relevant proportion of our Fees relating to so much of the Service as we were unable to deliver at the contracted time.
6.4. Consistent with Section 4 above, if, after a Service has been contracted, you seek to vary the time, place, nature or size of that Service by giving us less than 28 days’ notice, we may:
c) In circumstances where we can deliver the varied Service substantially as requested:
i. apply an administrative charge of up to 20% of our charge for either the original or varied Service (whichever is the higher); and
ii. pass through any break, variation or like charges (however described) incurred to a skilled Third Party contractor we had retained to provide all or part of the original Service, each as contemplated by clauses 4.5 and 4.6 of the Terms and Conditions; or
d) if we cannot deliver the varied Service substantially as requested and the original Service is no longer required, treat that as a cancellation of the Service by you as contemplated by clause 6 of the Terms and Conditions.
7. Insurances
8. Feedback
7.1. We maintain the following insurance coverage:
a) Public Liability insurance cover to a minimum of $20,000,000; and
b) Professional Indemnity insurance to a minimum of $10,000,000.
8.1. We are continually striving to improve the delivery of all our Services and welcome any feedback from you after a Service has been delivered.
Health & Wellness – Terms & Conditions
1. Definitions
1.1. In these Terms and Conditions (including as used in our Service Information above):
a) Consumer: has the same meaning as in the NCL.
b) Fees: means the fees payable by you for the provision of the Services.
c) NCL: means the laws, regulations, codes of practice, and other legislative instruments (excluding competition regulation) that has the prime objective of protecting New Zealand consumers, primarily the New Zealand Fair Trading Act 1986, New Zealand Consumer Guarantees Act 1993.
d) IP means:
i) patents, trademarks, services marks, design rights (whether registered or unregistered and including any applications for these rights);
ii) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist;
iii) trade or business names; and
iv) know-how, confidential information and trade secrets,
and any other similar rights or obligations whether registrable or not in any country.
e) Personal Information has the meaning given to “personal information” or “personal data” (or equivalent) in the applicable Privacy Law.
f) Privacy Law: means any applicable law, statute, regulation, ordinance, code, standard or requirement of any government, governmental or semi-governmental body which relates to privacy, including without limitation the Privacy Act 2020 (Privacy Act), the Information Privacy Principles, regulations, and codes of practice made under the Privacy Act, the Unsolicited Electronic Messages Act 2007 as amended from time to time, and the EU General Data Protection Regulation 2016/679 (“GDPR”) as relevant.
g) Proposal: means the document or letter we send to you in which we describe the Services we offer to you and the amounts we will charge for providing those services.
h) Services: means each or all of those of our services specified in the Proposal.
i) Service Agreement: means the contract between you and us created by your acceptance of our Proposal, incorporating these terms and conditions.
j) Service Information: means details of the Services being provided as described in Clause 1.1 of Part A of this document.
k) Service Period: means the period over which the Services are to be provided in accordance with the Proposal.
l) Service Providers: being:
– Bodycare Injury Management New Zealand Pty Ltd (NZBN: 9429040984810), and/or
– Bodycare Health and Wellbeing Pty Ltd (ABN 19 624 842 351 trading as Healthworks®, and/or
– Bodycare Injury Management Pty Ltd Trading As (Bodycare Workplace Solutions (ABN 15 120 104 985)m) Third Party: means a person or corporation other than you or us.
n) Trade Mark: means Healthworks®.
o) we/us/our: means Service Providers detailed in section l) of these Terms and Conditions
p) You/your: means the person, company or organisation to which our Proposal is addressed.
q) Venue: means the premises at which we will provide the Services.
2. Proposal
2.1. These Terms and Conditions form part of our Proposal and will govern our supply of the Services to you.
2.2. A Service Agreement, as a binding contract for the provision of the Services incorporating these Terms and Conditions, will come into existence when you accept our Proposal. You must accept the Proposal in the manner indicated in the Proposal.
2.3. Unless specified otherwise in the Proposal, our Proposal will remain open for acceptance for a period of 60 days from the date of the Proposal and must be accepted within that time.
2.4. By accepting our Proposal:
a) you acknowledge that you have read the Proposal, Service Information and accept all details of the Services required;
b) you acknowledge you have read these Terms and Conditions and agree to be bound by them; and
c) the person signing the acceptance warrants to us that he/she is authorised to accept the Proposal on your behalf.
3. Service Delivery
3.1. We will deliver or manage the delivery of the Services to you as indicated in our Proposal.
3.2. To facilitate delivery of the Services, you will appoint (by giving us notice in writing) a representative with appropriate authority to enable our delivery of the Services in a timely manner.
3.3. Your representative will have primary responsibility for overseeing our delivery of the Services in your organisation, including:
a) receiving the resources used in the delivery of the Services in advance of the delivery date;
b) promoting the availability of the Services within your organisation;
c) communicating our requirements to your staff; and
d) making and implementing decisions for you in conjunction with us.
3.4. We need your co-operation in order for us to provide the Services. Without limiting the generality of this obligation, you undertake that you will:
a) print and distribute to your staff, in line with our instructions, any promotional material we supply;
b) encourage your staff to take advantage of the Services offered;
c) ensure the Venue is a safe and suitable work environment for purposes of the Services;
d) give us access to the Venue during the scheduled times for delivery of the Services and for up to 2 hours prior to the starting time for the delivery (for set-up) and for at least 2 hours after delivery (for pack-up);
e) ensure that we are fully inducted into your Venue and receive information including but not limited to:
i. incident and hazard reporting guidelines;
ii. workplace hazards and control methods utilized on site;
iii. first aid procedures and contact personnel;
iv. emergency and evacuation procedures;
v. any personal protective equipment required by the site.
f) provide us with facilities and furniture at the Venue as appropriate for the delivery of the Services there;
g) provide us with other facilities and resources (if any) specified in the Proposal;
h) provide us with access to such of your staff that we reasonably require for purposes of preparing for the delivery of, or delivering, the Services;
i) arrange for your staff, who will receive the benefit of the Service delivery,
to sign such consents and waiver forms as we may reasonably require consistent with applicable law, including Privacy Law obligations;
j) provide access to information and resources under your control that we reasonably require for purposes of preparing for the delivery of or delivering the Services;
k) notify us of any additional activities you may undertake in conjunction with the delivery of the Services that may impact on the Services we are providing; and
l) notify us immediately of any changes or additions you want to make to the Services that you have contracted us to provide.
3.5. Our provision of the Services is at all times based upon you complying with these obligations. If our Service delivery is adversely affected by your failure to do so, we will remain entitled to receive our Fees for the Services even where your inability to comply with these obligations arises from events beyond your control.
3.6. You acknowledge that we will rely on all information and documents provided you and we will not be responsible for the accuracy or verification of any such information or document.
4. Fees and Disbursements
4.1. The amounts you will pay us for providing the Services comprise:
a) the amounts specified in our Proposal for delivery of the Services; and
b) the disbursements (if any) we incur in delivering the Services and which we are entitled to recover from you in accordance with these Terms and Conditions; and
c) the costs (if any) of sourcing products from Third Party suppliers; and
d) the additional charges (if any) which we are entitled to invoice you in accordance with these Terms and Conditions.
4.2. All Fees quoted to you in our Proposal are quoted in NZD – New Zealand dollars, and exclusive of GST unless otherwise stated.
Any disbursements we incur in preparing for the delivery of, or delivering, the Services to you will be invoiced to you at cost with a 20% administration fee. A disbursement is any expense we incur in delivering the Services, other than the incidental use of photocopiers, telephones, facsimiles and the like, which is not stated in the Proposal as being absorbed in our Fee. Where practicable, we will seek to identify and give you an estimate of any material disbursements we anticipate incurring in our Proposal, but our failure to do so will not prevent us from recovering from you any disbursements we do incur in delivering the Services to you.
4.3. Products used as incentives in the delivery of our Services are sourced from Third Party suppliers. Consistent with paragraph 4.3, where our Proposal specifies that we will supply such products (and unless we state that the cost of such products will be absorbed within the Fee) we will:
a) provide a good faith estimate of the cost of supplying the products in the Proposal based on Third Party supplier information known to us; but
b) invoice you for the actual costs incurred in sourcing the products, plus a 20% handling fee
Furthermore, the specifications of Third Party supplier’s products may change without notice or may cease to be available. In such case we will endeavour to deliver a similar replacement product, within the estimate provided. If we are unable to do so, we will notify you and seek to agree an alternative option.
4.4. We reserve the right to invoice you further charges in addition to the Fees where circumstances arise that result in us doing additional work or incurring additional costs outside of the scope covered by the Fees specified in our Proposal. We will not invoice you for such further charges where the additional work or costs were caused by our fault, or where we have expressly stated in our Proposal that the specified Fees cover any additional work or costs.
4.5. Without limiting paragraph 4.5, the circumstances in which we reserve the right to invoice you further charges include:
a) where our staff are required to work outside normal business hours;
b) where you require amendments to our standard forms of promotional material, report formats or information materials to suit your requirements;
c) where you request any changes to the Services after our Proposal is accepted by you; or
d) where our Services are required for a longer period of time than that contemplated by our Proposal.
4.6. Where practicable we will discuss any further charges with you prior to the delivery of the Services which will result in those additional charges being invoiced to you. Any further charges will be calculated by reference to the time involved and to our prevailing rates for additional or out-of-scope work. Those rates may be noted in the Proposal, or are otherwise available from us on request.
5. Terms of Payment
5.1. For all Services, unless otherwise agreed or specified by our Proposal, we will invoice 50% of the quoted Fee upon acceptance of our Proposal. The balance of our Fees, subject to relevant adjustments (if any), will be invoiced upon completion of the Service. All invoices (other than invoices for products sourced from Third Party suppliers) are due and payable within 30 days from the date of the invoice.
5.2. If payment of any of our invoices is outstanding beyond 60 days from the date of our invoice, we reserve the right to immediately suspend delivering, or preparing for the delivery of, the Services to you. We will notify you if we exercise this right. Upon notification of suspension to you for this reason, all amounts due to us in respect of the Services, as specified in our Proposal, may also be invoiced and, if so, become immediately due and payable.
5.3. If you do not pay us any amount we have invoiced you by the due date for payment, finance fees may apply.
6. Cancellation Policy
6.1. Circumstances may arise that require you to cancel delivery of the Services before we have delivered or completed delivery of the Services.
6.2. You may cancel the delivery of the Services in these circumstances but, to the extent permitted by applicable law, you will continue to be liable to pay our Fees as follows:
a) where your notice of cancellation is received by us 7 to 21 days before the
scheduled date for the delivery of the Services: you will still pay us 50% of the Fees billable within the proposal; and
b) where your notice of cancellation is received less than 7 days before the scheduled date for delivery of the Services: you will be bound to pay us the full fee quoted and agreed as per the Proposal without any reduction.
6.3. Where you have agreed to the delivery of a Service but delay or defer the commencement of that Service for more than 12 months from the date of agreement of the Proposal, you must pay the minimum quantity of the Service indicated in the Service Agreement for the Service Period even though the Service or any related Service may not have been delivered in whole or in part in that period.
7. Non-Solicitation
7.1. Prior to the completion of the delivery, or to the cancellation, of the Services and for a period of 12 months thereafter, you will not (directly or indirectly) for any reason do any of the following:
a) solicit or entice away any of our staff or contractors with whom you had contact in the course of the delivery of the Services; or
b) interfere with the dealings between us and any staff or contractor (or attempt to do the same); or
c) counsel, procure or assist any third party to do any of these acts.
7.2. You acknowledge and agree that this condition is reasonable in its scope and duration and goes no further than is necessary to protect our interests.
8. Intellectual Property
8.1. Any IP created or licensed by us for or in respect of the Services is and remains our property or the property of the entity from which it has been licensed. Nothing within any of our documentation including but not limited to; our Service Agreement, Proposal, Service Information or by the disclosure of any information under either of these, operates as a sale, transfer, licence, assignment or other dealing with respect to that IP in any material, other than to confer a right to have the benefit of a use of that material strictly for purposes of delivery of the Services in accordance with the Service Agreement.
8.2. All products, software, content, source code, recordable media, correspondence, reports, manuals, papers or other similar documents which are created, compiled, licensed or devised by us will remain our property.
8.3. Material provided by us by whatever means, including through our Website, printed or otherwise provided, is protected by New Zealand copyright legislation and by the copyright legislation applying in other countries.
8.4. Unless otherwise agreed for purposes of delivering the Services, you may make copies of portions of such material solely for your own information, research or study, provided that you do not modify the copy from how it appears as provided by us and include a copyright notice consistent with paragraph 8.2 on the copy that you make.
8.5. Save for the foregoing, you must not reproduce, frame (by whatever means), link to or otherwise use any of such material without first obtaining our written permission under the Copyright Act 1994, or similar copyright legislation.
8.6. Bodycare Health & Wellbeing Pty Ltd is the registered owner in Australia of each Trade Mark. It licences the Trade Mark to its subsidiaries and other entities for use in the course of providing products and Services to our clients. Bodycare Health & Wellbeing Pty Ltd has used or permitted the use of the Trade Mark outside Australia and asserts its entitlement to do so at the exclusion of others.
8.7. A Trade Mark may not be used as a trade mark or in connection with the supply of goods or services by any other person without our prior written permission. We have developed strict guidelines as to the manner in which the Trade Mark is to be used by authorised users.
9. Confidentiality
9.1. We will keep confidential all information and materials which you provide to us and are so designated by you.
9.2. We will limit access to such information and materials to those persons or corporations with whom we need to deal in connection with the provision of Services.
We may use your name and a factual description of the Services performed for you in proposals to Third Parties or our other promotional materials.
9.3. You will keep confidential all the information, materials and programs used by us to provide the Services.
9.4. You will limit access to all such information, materials and programs to those persons or corporations with whom you need to deal in connection with the provision of the Services.
10. Personal Information
10.1. It may be necessary to process some Personal Information to enable delivery of certain Services to you. Examples of Personal Information we process may include names, addresses, email addresses, phone and facsimile numbers, and family or medical histories. This Personal Information may be obtained in many ways including interviews, correspondence, by telephone and facsimile, by email, via our websites and from third parties. We do not use cookies on our websites to identify individuals personally, to connect individuals’ personal identity with their computer address or to track the navigational or browsing habits of identified visitors other than as de-identified non-personal information.
10.2. We collect Personal Information solely for the primary purpose of providing our Services to you, providing information to your staff, and marketing where agreed with you. We may also use Personal Information for secondary purposes directly related to the primary purpose, and in circumstances where you would reasonably expect such use or disclosure. To the extent you or your staff has subscribed to our mailing or marketing lists to receive commercial electronic messages from us, you or your staff may unsubscribe from such lists at any time; all you need to do is use the unsubscribe link provided or let us know.
10.3. When we collect Personal Information we will, in accordance with the Privacy Law, explain to you or your staff (as relevant) why we are collecting the information and how we plan to use it.
10.4. Sensitive information under the Privacy Law may include information or opinion about such things as an individual’s racial or ethnic origin, political opinions, membership of a political association, religious or philosophical beliefs, membership of a trade union or other professional body, criminal record or health information. Sensitive information regarding health will be used by us only:
- for the primary purpose for which it was obtained;
- for a secondary purpose that is directly related to the primary purpose;
- with consent; or
- where required or authorised by law.
Other sensitive information will not be collected.
10.5. In certain very limited circumstances we may be a credit provider to you. In these circumstances, certain Personal Information we collect (including name, date of birth and address) is also “credit information” (as defined in the Privacy Law). We do not collect credit information from, or disclose it to, any credit reporting bodies. We will handle your Personal Information that is credit information in accordance with this Section 10.
10.6. Where reasonable and practicable to do so, we will collect Personal Information only from you or your staff. However, in some circumstances we may be provided with such information by a Third Party. In such a case we will take all reasonable steps to ensure that you or your staff member (as relevant) is made aware of and authorise the information provided to us by such Third Party.
10.7. Personal Information may be disclosed in a number of circumstances, including to third parties where such use or disclosure is consented to or where required or authorised by law.
10.8. Personal Information is stored by us in a manner that reasonably protects it from misuse and loss and from unauthorized access, modification or disclosure. Personal Information may be stored off-shore.
10.9. When Personal Information is no longer needed for the purpose for which it was obtained, we will take reasonable steps to destroy or permanently de-identify that Personal Information.
10.10. Individuals have the right to access the Personal Information held about them and to update and/or correct it, subject to certain exceptions. We may charge an administrative fee for providing a copy of Personal Information at our discretion. In order to protect Personal Information, we may require identification or evidence of authority from you before releasing such information.
10.11. It is an important part of providing our Services to you that Personal Information provided is correct and is up to date. We will take reasonable steps to make sure that that Personal Information is accurate, complete and up-to-date, but need adequate disclosure by your staff and advice at the earliest opportunity of any changes to enable Personal Information records to be updated.
10.12. You can lodge a complaint with us about any breach of our Privacy Policy or our privacy obligations to you or your staff (as applicable) by contacting us.
11. Limitation of Liability
11.1. To the fullest extent permitted by law, we exclude all terms, conditions, warranties, guarantees, representations and obligations in relation to the Services which are implied or granted by statute or general law other than those that cannot be excluded in accordance with applicable consumer related laws.
11.2. To the fullest extent permitted by law, you agree that the Consumer Guarantees Act 1993 does not apply to the supply of the Services; and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 (‘FTA’) are excluded and our liability under the FTA is accordingly limited, to the extent it is fair and reasonable to do so.
11.3. Where we are liable to you, then to the maximum extent permitted by law, our total liability to you for all events and occurrences in respect of our Service Agreement, whether in contract, tort, under statute or otherwise, is limited to the total of all Fees paid by you under that agreement during the 3 months prior to the date on which the relevant event or circumstance arises.
11.4. To the fullest extent permitted by law:
a) we will not be liable to you, your representatives or any other person for any indirect, economic, special or consequential loss or damage, loss of revenue, time, goodwill, data, anticipated savings, opportunity, loss of production and loss of profit in respect of our service Agreement or the supply of any products and/or other Services;
b) you will indemnify us against any damage, expense, loss or liability we suffer or incur:
i. to the extent caused by or contributed to by your negligence, breach of our Service Agreement, fraud or wilful default;
ii. arising in relation to the ownership, possession or use of any product or material derived from our Services by you or any other person; or
iii. in exercising any of our rights or remedies under our Service Agreement or which are available to us at law, in equity or under statute.
11.5. Our obligations under our Service Agreement are suspended for any period that we are prevented from performing them by any force majeure event or other cause beyond our reasonable control.
12. General
12.1. We may appoint agents, Third Party contractors and sub-contractors to carry out any of our obligations to you under our Service Agreement without out referring to you.
12.2. The Service Agreement contains the entire agreement between us with respect to the delivery of our Services.
12.3. The Service Agreement may not be modified except by a further written document signed by the duly authorised representatives of each of us.
12.4. If any provision of Service Agreement is found to be unlawful, invalid or unenforceable for any reason, our contract will remain in force apart from that provision which is deemed to be deleted.
12.5. The law of Victoria governs the Healthworks® Service Agreement and each of us submits to the non-exclusive jurisdiction of the Victorian courts.
13. Flu Vaccination Quote conditions
14. Activate / Digital Platform Conditions
Please refer to the Terms and Conditions provided with your Flu Vaccination Proposal.
Please refer to the Terms and Conditions provided with your Digital Platform Proposal.