Physio Practice Connect Membership Terms and Conditions

These Terms and Conditions govern your (“you”) Membership with The Second Visit Pty Ltd ACN 656 075 400 (“Physio Practice Connect”, “we”, “our”, “us”) and your right to any Membership Benefits that we make available to you, during the Term of your Membership.

By signing these Terms and Conditions, or by submitting a membership application to us, you indicate your assent to be bound by these Terms and Conditions.

1. membership APPLICATIONS
   1. You must be over 18 years of age to be able to enter into contractual relations with us. If you are not over 18 years of age, then please do not submit a membership application to us.
   2. Once your application has been approved by us, upon payment of the Membership Fees, you will be granted Membership.
   3. Membership Benefits are exclusively for Members, Members are limited to one practice location per legal entity. 
2. ACCOUNTS
   1. You may apply to become a Member by creating a Practice Account or Applicant Account (Account) on our Website. Alternatively, you may make an application by notifying us of your intention to become a member, and by following the application process as notified to you.
   2. Your Account will be operated by a username and password. The owner of the Account is solely responsible for the activity conducted on the Account. You must be a Member to access certain features of our website.
3. MEMBERSHIP Benefits
   1. In consideration of payment of the Membership Fees and your compliance with these Terms and Conditions, we agree to provide to you with access to the Membership Benefits which are as follows:
      1. access to the Physio Practice Connect Platform which connects Practices with Applicants; and
      2. support services that link Practices with Applicants.
4. Duration of your membership
   1. Your Membership commences on the Commencement Date and will continue for a 12-month period unless and until it is terminated earlier in accordance with these terms.
   2. Following the 12-month period, your Membership will automatically renew each year on the anniversary of the Commencement Date for a further 12-month period unless we receive written notice that you do not wish to renew at least 30 days before the expiry of the current Term. Unless you cancel your Membership before this period, you authorise us to continue to charge the Membership Fees.
   3. We will endeavour to provide you with reminders 30 days before your annual renewal.
5. payments
   1. Membership Fee
      1. You agree to pay the Membership Fees by the payment methods made available on our Website, or as otherwise made known to you.
      2. The Membership Fees will be displayed on the Website, at the time you apply for Membership or upon renewal of a further Term.
   2. Direct Debit Authorisation

If we permit you to pay any fees to us via a direct debit arrangement, then you irrevocably authorise us to debit the fees during the term from your nominated bank account/credit card/debit card (“Nominated Account”), on or about the due date for payment without notice. You must ensure that the Nominated Account details are up to date at all times and you must notify us in the event that the details are no longer current, and provide replacement details. You also irrevocably authorise us to deduct all other fees and charges payable by you to us under this Agreement from your Nominated Account. You warrant that you are the owner or have the right to use any Nominated Account details provided to us.

6. PRACTICE OBLIGATIONS
   1. At the time that you create a Practice Account, you must also create a Practice Profile which will include business information such as:
      1. your business name, business owner’s names, ABN, main business contact details (including contact person, email, address and telephone number);
      2. links to the website of your practice;
      3. position descriptions and advertisements; and
      4. any other information that will allow Applicants to view any advertisements, or services provided by your practice.
   2. At any time, you may edit, update, or change:
      1. your Practice Profile; and
      2. any materials that may be published, exchanged or shared with other users of the Physio Practice Connect Platform.
   3. We will not be responsible for:
      1. the accuracy of any information or material that is published by a Practice;
      2. any failure to update your Practice Profile, or any information that is published by you on the Physio Practice Connect Platform; and
      3. any employment disputes between the Practice and the Applicant.
7. APPLICANT OBLIGATIONS
   1. At the time you create an Account, you may also be required to provide us with Personal Information such as your name, address, email, telephone number, visa status, citizenship information, and any other government identifiers that are required.
   2. You acknowledge that you are responsible for obtaining visas that may be required by any Practice that engages you, and that we will not assist you with obtaining employer sponsorship.
   3. You agree that we:
      1. make no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Physio Practice Connect Platform; and
      2. make no representations or guarantees in relation to the reliability or credibility of any Practice.
8. USE OF THE PHYSIO Practice CONNECT PLATFORM MEMBERship OBLIGATIONS

In using and accessing the Physio Practice Connect Platform, you must not:

1. share any Member Benefits with a non-Member, which includes a practice within your legal entity structure that has a different location to the Member;
2. infringe any third party’s copyright, patent, trademark, trade secret, intellectual property or other proprietary rights or rights of publicity or privacy;
3. violate any Applicable Laws (including those governing consumer protection, unfair competition, criminal law, anti-discrimination or trade practices law);
4. use defamatory, libellous, unlawfully discriminatory, threatening or harassing language in dealing or contacting users, Applicants, or participants of the Physio Connect Platform;
5. damage the credibility or integrity of the Membership or us, or dilute, tarnish, or otherwise harm our brand in any way;
6. breach or violate any of our policies;
7. abuse or misuse the Membership, any Member Benefits, services or arrangements;
8. act in a way which, in our reasonable opinion breaches or is likely to breach these Terms and Conditions;
9. sell, assign, transfer or attempt to deal in any way with Membership Benefits that is in contravention of these Terms and Conditions;
10. stalk or harass any other Member or collect or store any personally identifiable information about any other Member;
11. use the Physio Practice Connect Platform for unlawful or dangerous activities or purposes;
12. modify, alter, adapt, reverse compile, disassemble, reverse engineer, all or any part of the Physio Practice Connect Platform; and
13. access all or any part of the Physio Practice Connect Platform to build a product, service or code that competes with the Physio Practice Connect Platform.
14. suspension or TERMINATION
    1. Suspension or termination by us

We may suspend or terminate your Membership, immediately including access to the Physio Practice Connect Platform at any time by written notice to you if:

1. you fail to pay any fees when due under these Terms and Conditions;
2. we reasonably believe that your actions may cause legal liability for us or for our other Members;
3. we reasonably believe that your conduct, acts or omissions threatens, interferes or impacts upon the integrity or credibility of the Membership or us;
4. you cease to be a Member; or
5. you are in breach of any term of these Terms and Conditions and:
   1. fail to rectify the breach upon being given 7 days’ written notice to do so; or
   2. the breach is unable to be rectified.
6. Termination by you

You may terminate your Membership:

1. if we have committed a material breach of these Terms and Conditions and have failed to remedy the breach within 14 days of receiving written notice from you;
2. on written notice to us in accordance with clause 4.2 – termination will be effective at the end of the current Term; or
3. if we consent to such termination (in our sole discretion), subject to your fulfillment of any pre-conditions to such consent (e.g. payment of agreed fees).
4. Effect of termination

Upon termination of your Membership (where we are not at fault), all amounts payable by you to us become immediately due and owing. For the avoidance of doubt, no refunds of the Membership Fees will be provided in the event of the early termination of your Membership.

4. Survival
   1. Any provision of these Terms and Conditions which, by its nature, would reasonably be expected to be performed after the termination, shall survive and be enforceable after such termination.
   2. Termination of these Terms and Conditions shall be without prejudice to the rights and liabilities of the parties which arose prior to the termination.
5. changes to your membership

We may amend these Terms and Conditions from time to time on giving you at least 14 days written notice. This includes without limitation our right to increase Membership Fees.

11. INTELLECTUAL PROPERTY
    1. We (or the appropriate licensor) will retain the title and ownership of any Intellectual Property. You acknowledge and agree that no Intellectual Property will be assigned to you during the Membership term.
    2. We grant you a revocable, non-exclusive, non-assignable or transferable personal licence to use the Intellectual Property and/or Confidential Information solely for the purpose of, and to the extent necessary to partake in Membership during the term.
    3. You agree not copy, reproduce, alter, modify, create derivative works, or publicly display any of the Intellectual Property without our prior written consent or the appropriate third party authorised to grant such permission.
12. CONFIDENTIALITY
    1. Other than where:
       1. the Confidential Information is in the public domain, except as a consequence of a breach of this clause;
       2. expressly agreed by all parties in writing; or
       3. required by law;

you must at all times:

4. treat and keep the Confidential Information confidential;
5. not use, or allow the use, of the Confidential Information by any third party; and
6. not disclose or allow the disclosure of the Confidential Information or the fact of the disclosure of the Confidential Information to any third party.

2. If we request, you must immediately return all Confidential Information, and any copies of the Confidential Information, to us.
3. In the event of a breach or threatened breach of these terms, we will be entitled to an injunction restraining you from committing any further breach of this clause without showing or proving actual damage sustained or likely to be sustained by us.
4. This clause shall not merge on the expiry or earlier termination of the term.

13. DISCLAIMER
    1. We provide the Membership and any Membership Benefits on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law. Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Membership and any Membership Benefits that are not expressly set out in these Terms and Conditions to the maximum extent permitted by law.
    2. We do not make any representations in relation to the continuing availability of the Membership and Membership Benefits and will not be liable for them being unavailable or discontinued. We do not promise that the Membership or any Membership Benefits will be uninterrupted, or that the use of the Membership will provide any specific results.
    3. This disclaimer applies to the fullest extent permitted by law and shall survive any termination or expiration of these Terms and Conditions.
14. Limitation of liability
    1. Nothing in these Terms and Conditions is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the ACL, or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of services.
    2. Where any law (including the ACL) implies a condition, warranty or guarantee which may not lawfully be excluded, then, to the maximum extent permitted by applicable law, our liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to the supply of the services again, or the payment of the cost of having them supplied again.
    3. Subject to the other terms of this clause, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms and Conditions:
       1. is excluded for:
          1. any direct, indirect, incidental, special, consequential or exemplary damages that may be incurred by you, howsoever caused and under any theory of liability including but not limited to loss of profit, loss of goodwill or business reputation, loss of data, costs of procurement of substitute goods or services, or other intangible losses;
          2. any reliance placed on the Membership or the Membership Benefits; or
          3. any service that we provide in connection with the Membership;
       2. is limited, insofar as it concerns other liability, to the greater of:
          1. the lowest amount permitted by law; or
          2. the Membership Fees paid under these Terms and Conditions in the one month period preceding the date the event giving rise to the relevant liability).
15. INDEMNITY
    1. You agree to indemnify us from and against all Losses, claims, expenses, damages and liabilities (including any direct, indirect, special or consequential losses) and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses which arise out of:
       1. any breach of these Terms and Conditions by you, including any failure to pay any fees on time;
       2. your use of the Membership and the Membership Benefits;
       3. the use of the Physio Practice Connect Platform;
       4. the use or reliance on any information provided by us to you;
       5. any claims made by third parties against us arising directly or indirectly out of the provision of the Membership and/or the Membership Benefits;
       6. the enforcement of these Terms and Conditions; and
       7. any negligent, fraudulent or criminal act or omission of yours.
16. FORCE MAJEURE
    1. If we are rendered unable, wholly or in part, by Force Majeure to carry out or observe any of our obligations under these Terms and Conditions, we shall give you prompt written notice providing full details of the Force Majeure.
    2. Our obligations under these Terms and Conditions, to the extent affected by Force Majeure will be suspended and no claim by you will avail by reason of such Force Majeure provided that we, to the extent practicable, takes all reasonable steps to remove the Force Majeure as soon as possible. We may require your assistance to overcome the Force Majeure and you must provide all reasonable assistance promptly.
    3. For the avoidance of doubt, we shall not be liable for any Loss suffered by you as a result of Force Majeure.
17. General Provisions
    1. No Reliance

No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in these Terms and Conditions.

2. Binding on Successors

These Terms and Conditions shall be binding on the parties and their heirs, executors, successors and permitted assigns.

3. Governing Law
   1. These Terms and Conditions are governed by the laws of South Australia, and the Commonwealth of Australia which are in force in South Australia.
   2. The parties submit to the jurisdiction of the Courts of South Australia, relevant Federal Courts and Courts competent to hear appeals from them.
4. Further Assurances

The parties must execute and deliver all documents and must do all things as are necessary for the complete performance of their respective obligations under these Terms and Conditions.

5. Entire Understanding
   1. These Terms and Conditions contains the entire understanding and agreement between the parties as to the subject matter of these Terms and Conditions.
   2. All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of this document are merged in this document and are of no further effect.
   3. No oral explanation or information provided by a party to another affects the meaning or interpretation of this document or constitutes any collateral agreement, warranty or understanding.
6. Waiver

No waiver by a party of a provision of these Terms and Conditions is binding unless made in writing.

7. Severance

If a provision of these Terms and Conditions is void or unenforceable it must be severed from this document and the provisions that are not void or unenforceable are unaffected by the severance.

8. Cumulative Rights

The rights and remedies of a party to these Terms and Conditions are in addition to the rights or remedies conferred on the party at law or in equity.

9. Counterparts and Email

These Terms and Conditions may be executed in any number of counterparts and when executed communication of the fact of execution to the other parties may be made by sending evidence of execution by email.

10. Attorneys

Where these Terms and Conditions are executed for a party by an attorney, the attorney executing it declares that the attorney has no notice of revocation of the power of attorney.

11. Costs

The parties must bear their own costs of the negotiation, preparation and execution of these Terms and Conditions.

12. Time of the Essence

Time is of the essence in respect of these Terms and Conditions.

13. Dispute Resolution
    1. If a dispute arises in connection with these Terms and Conditions then a party may only deal with that dispute in the manner set out in this clause.
    2. A party to a dispute which arises in connection with these Terms and Conditions may give to the other party or parties to the dispute, a notice specifying the dispute and requiring its resolution under this clause.
    3. Within 14 days after a notice is given under sub-clause (b) of this clause (or such longer period as is agreed in writing by the parties to the dispute) each party to the dispute must use its best efforts to resolve the dispute in good faith.
    4. If despite the parties’ best efforts a dispute not resolved within 14 days, a party may by notice to the other party, refer the dispute for mediation in accordance with the Mediation Rules of The Institute of Arbitrators and Mediators Australia. The mediation will be conducted by a mediator to be appointed by agreement of the parties or in default of agreement to be appointed by the President of the Law Society of South Australia, or his/her nominee at the request of a party.
    5. If the dispute is not resolved within 14 days after the appointment of the mediator any party may take legal proceedings to resolve the dispute.
    6. The provisions of this clause do not prevent any party from obtaining any injunctive, declaratory or other interlocutory relief from a Court which may be urgently required.
14. Definitions & Interpretation
    1. Definitions

In this document unless inconsistent with the context or subject matter:

1. “ACL” means the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth));
2. “Account” means Practice Account or Applicant Account.
3. “Applicable Laws” means all legislation, orders, by-laws, regulations and codes made thereunder in any way governing or affecting the Services;
4. “Applicant” means a person who is seeking to become engaged or employed by a Practice through the Physio Connect Platform;
5. “Commencement Date” means the date in which we approve your membership application, and receive your payment of the Membership Fees;
6. “Confidential Information” of a party means all information (in any form):
   1. relating to or arising from the Membership (this is deemed to be our Confidential Information);
   2. that concerns a party’s business operations and which any reasonable person would consider to be of a confidential nature;
   3. that a party claims as confidential and marks as confidential at the time of disclosure; and
   4. includes these Terms and Conditions;

but does not include information that:

1. is or becomes independently developed or known by the other party through no breach of these Terms and Conditions by that party; or
2. becomes publicly available without breach of these Terms and Conditions; or
3. is disclosed under a statutory duty of disclosure or otherwise by law;

2. “Force Majeure” means any delay or inability to perform or observe these Terms and Conditions which is directly or indirectly caused by circumstances outside of our reasonable control. A Force Majeure event includes: acts of god, strikes, lockdowns, government action, fires, floods, storms, industrial disputes, material shortages, labour shortages, telecommunication or network failures;
3. “GST” has the same meaning as in the GST Act;
4. “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
5. “Intellectual Property” means all intellectual property rights, including patents, copyright, trade marks, any right to have Confidential Information kept confidential and any application or right to apply for registration of any of these rights, and includes the following:
   1. the Membership;
   2. presentations, information or data, source codes and other information technology relating to or connected with the Membership;
   3. the Physio Practice Connect Platform;
   4. marketing information relating to or connected with the Membership;
   5. technical information, including trade secrets, drawings, plans, strategies, relating to or connected with the Membership;
   6. licences and authorisations relating to or connected with the Membership;
   7. ideas relating to the Membership; and
   8. all intellectual property rights which are developed by us or acquired by us whether before, during or after the end of the parties mutual dealings.
6. “Loss” means any loss, liability, cost (including legal costs on a solicitor own client basis), charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production and any other special, incidental, exemplary, compensatory or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence);
7. “Member” means a member of the Physio Practice Connect Platform;
8. “Membership” means membership with us, Physio Practice Connect, through the Physio Practice Connect Platform;
9. “Membership Benefits” has the meaning given by clause 3;
10. “Membership Fees” means those fees payable by you for the Membership in accordance with clause 5;
11. “Practice” means the physiotherapy practice that is identified in any membership application, or in the creation of any Practice Account;
12. “Physio Connect Platform” means the platform that is owned and operated by us through our website, which facilitates job seeking activity, and enables Practices and Applicants to connect;
13. “Practice Profile” means a profile that is created by a Practice and which is displayed on the Physio Connect Platform;
14. “Privacy Policy” means our privacy policy, as updated from time to time;
15. “Services” means the services provided by us under or in relation to these Terms and Conditions;
16. “Term” means the term of these Terms and Conditions, determined in accordance with clause 4;
17. “Terms and Conditions” means these Membership Terms and Conditions; and
18. “Website” means our website which is accessible at www.thesecondvisit.com.au as amended and updated from time to time.
19. INTERPRETATION

In this document, unless inconsistent with the context or subject matter:

1. a reference to a person includes any other legal entity and vice versa;
2. words importing the singular number include the plural number and vice versa; a reference to a party includes the party’s heirs, executors, successors and permitted assigns;
3. headings are for reference purposes only and must not be used in interpretation;
4. where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;
5. a reference to a statute includes all regulations and subordinate legislation and amendments;
6. references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail and fax;
7. a reference to a monetary amount is a reference to an Australian currency amount;
8. an obligation of two or more parties binds them jointly and each of them severally;
9. an obligation incurred in favour of two or more parties is enforceable by them severally; references to time are to local time in South Australia;
10. where time is to be reckoned from a day or event, the day or the day of the event must be excluded;
11. a reference to a business day means any day on which trading banks are open for business in South Australia;
12. if any time period specified in this document expires on a day which is not a business day, the period shall expire at the end of the next business day;
13. a reference to a month means a calendar month.

Executed for and on behalf of The Second Visit Pty Ltd ACN 656 075 400 trading as Physio Practice