<h3><b>Terms & Conditions</b></h3><h1><b>1. DEFINITIONS</b></h1><p>In this document:<br />“<b>Accounts</b>” means all accounts for Services issued by OpenTrax to the Client.<br />“<b>Agreement</b>” means the agreement between OpenTrax and the Client, constituted by these terms and conditions and other written forms of agreement between the parties including, but not limited to, a completed Formal Instrument of Agreement and its annexures. In the event of inconsistency with these terms, other written and signed agreements between the parties will prevail.<br />“<b>Commencement Date</b>” means, unless otherwise agreed in writing, the date on which OpenTrax the Services are first provided under the Agreement.<br />“<b>Client</b>” means each client of OpenTrax that receives Services, unless otherwise specifically agreed in writing by OpenTrax.<br />“<b>Fixed Term</b>” means an Agreement which OpenTrax and the Client agree in writing is for a fixed period of time from the Commencement Date.<br /> “<b>Force Majeure Event</b>” means any cause beyond the control of a party including (without limitation) strikes, industrial action, floods, fires, accident, earthquake, riot, explosion, war, hostility, acts of government, military, civil or regulatory authority, pandemics, change in any law or regulation, disruption or interruption to the supply of communications, internet, power or other utility.<br /><b>“OpenTrax</b>” means OPENTRAX PTY LTD (ACN 6654 008 296) (ABN 726 540 08 296).<br />“<b>OpenTrax</b> <b>Services</b>” means the services provided directly to the Client by OpenTrax.<br />“<b>Client Records</b>” means the records of clients that receive services under the arrangements described in the Agreement.<br />“<b>Service Levels</b>” means the agreed levels at which OpenTrax will provide the Services as described in the Formal Instrument of Agreement or its annexures.<br />“<b>Services</b>” means the OpenTrax Corporate Health Services and Injury Rehabilitation Services.<br />“<b>Services Fee</b>” means the fees described in clause 4.1.<br />“<b>Term</b>” means the term of the Agreement, commencing on the Commencement Date and terminating on the earlier of the date agreed in writing between the parties or the Termination Date.<br />“<b>Termination Date</b>” means the date on which the Agreement is terminated pursuant to the terms of the Agreement.</p><h1><b>2. TERM</b></h1><h3><b>2.1 Term</b></h3><p>The Agreement starts on the Commencement Date and continues for the Term. Where a Fixed Term Agreement extends beyond the defined Fixed Term, the agreement shall be between The Client and OpenTrax.</p><h1><b>3. SERVICES</b></h1><h3><b>3.1 Provision</b></h3><p>OpenTrax will directly provide OpenTrax Corporate Health Services to the Client and shall facilitate the provision of Injury Rehabilitation, NDIS, Performance Enhancement, Chronic Disease Management, Life Coaching, Bariatric Specific, Personal Training and other Services to the Client on the terms set out in the Agreement.</p><h3><b>3.2 Standard</b></h3><p>Subject to the Agreement, the Services will be provided in accordance with the Service Levels, unless they are unable to be provided as a direct or indirect result of an act or omission of the Client, its employees or contracted third parties or as a result of a breach by the Client of the Agreement, in which case OpenTrax will use their best endeavours to provide the Services allowing for such act or omission.</p><h3><b>3.3 Scope of Services</b></h3><p>The parties agree that the Services set out in the Agreement reflect the entirety of the Services to be provided under the Agreement. Any further services requested by the Client shall be provided on such further terms (including in relation to cost) as may be agreed between the parties at the time.</p><h1><b>4. FEES</b></h1><h3><b>4.1 Services Fees</b></h3><ol><li style="font-weight: 400">OpenTrax Services: Where OpenTrax provides the OpenTrax Corporate Health Services, the Client shall pay to OpenTrax the Services Fees. Unless otherwise agreed in writing, OpenTrax will charge the Client its standard, published rates for the provision of each Service provided. Unless otherwise stated, the Services Fees are exclusive of GST.</li></ol><h3><b>4.2 Payment Terms</b></h3><p>OpenTrax shall issue the Client with a valid tax invoice for Services provided during the relevant period. The Client must pay OpenTrax’s invoices within 30 days of receipt.</p><h1><b>5. CANCELLATIONS & RESCHEDULES & REFUNDS</b></h1><h3><b>5.1 Cancellations</b></h3><p>Short Notice Cancellations<br />Where a provider has a Short Notice Cancellation (or no show) they are able to claim 100% of the agreed fee associated with the activity from the participant’s plan, subject to this Price Guide and the terms of the service agreement with the participant.<br />A cancellation is a short notice cancellation if the participant:</p><ul><li>does not show up for scheduled support within a reasonable time, or is not present at the agreed place and within a reasonable time when the provider is traveling to deliver the support; or</li><li>has given less than two (2) clear business days’ notice for support that meets both of the following conditions:o the support is less than 8 hours continuous duration; AND the agreed total price for the support is less than $1000; or</li><li>has given less than five (5) clear business days’ notice for any other support. Providers can only claim from a participant’s plan for a Short Notice Cancellation of the delivery of a support item to the participant if all of the following conditions are met:</li></ul><ul><li>this Price Guide indicates that providers can claim for Short Notice Cancellations in respect of that support item; and</li><li>the proposed charges for the activities comply with the NDIS Price Guide; and</li><li>the provider has the agreement of the participant in advance (that is, the service agreement between the participant and provider should specify that Short Notice Cancellations can be claimed); and</li></ul><p>There is no hard limit on the number of short notice cancellations (or no shows) for which a provider can claim in respect of a participant. However, providers have a duty of care to their participants and if a participant has an unusual number of cancellations then the provider should seek to understand why they are occurring. The NDIA will monitor claims for cancellations and may contact providers who have a participant with an unusual number of cancellations.</p><h3><b>5.2 Rescheduled Services</b></h3><p>In the event that a Client:</p><ol><li style="font-weight: 400">informs OpenTrax with less notice than the prescribed Cancellation Notice Period set out in the table in Schedule 1, before the Service Date that a Service that was otherwise to be provided on a Service Date must be rescheduled; and</li><li style="font-weight: 400">the Client nominates a rescheduled date within 3 months of the Service Date,</li></ol><p>then OpenTrax shall charge the Client reschedule fees to the Client (‘Reschedule Fees’) based on the table set out in Schedule 1. For the avoidance of doubt, if a Service is rescheduled beyond the 3 month timeframe from the Service Date, the Cancellation Fees shall apply.</p><h3><b>5.3 Refund Online Courses & Programs</b></h3><p>OpenTrax offers a Refund Policy which is Fair and Equitable</p><h3></h3><p>Upon enrolling in a course with any educational institution a student is entering a legal agreement under common law, in which they agree to abide by the conditions of enrolment (including meeting stated payments), in exchange for the service offered by the institution in the delivery of the course.</p><h3></h3><p>Changes in your circumstances are not the responsibility of OpenTrax and neither can OpenTrax be held liable for changes in your circumstances.</p><h3></h3><p>In a situation where a client wishes to cancel or change their enrollment, and as a measure of goodwill, OpenTrax will allow the following options. A student may only take up one of these options once.</p><h3></h3><p>Courses & Programs that are advertised as ‘Risk Free 30 Day Money Back Guarantee’ will be refunded immediately provided the request is within 30 days of the purchase date.<br /> <br />Please read the following options and apply in writing to the Program Director of OpenTrax:</p><h3></h3><h4><b>5.3.1 Refund Eligibility</b></h4><h3></h3><p>Within 14 Days:</p><h3></h3><ol><li style="font-weight: 400">For a period of 14 days from enrolment, a full refund will be given on the total amount of tuition fees paid at the time of cancellation. The student must notify the Academy’s administration department in writing and the letter be received within the 14 day period, either by fax, email, mail or delivered in person.</li><li style="font-weight: 400">If you apply for a refund after 14 days our refund policy does not apply.  However, you will have the option to change your course to another without incurring additional charges.</li><li style="font-weight: 400">The onus is on the client to ensure and confirm that written notification of withdrawal is lodged. The academy will not be responsible for messages going astray. Use contact forms available on the OpenTrax <a href="https://evolutionalliedhealth.com/contact/">Contact Page</a></li></ol><h3></h3><p>Note: If login details, materials have been shared, distributed or downloaded by any third party the refund will not be processed. Where private consultations have already been provided, the cost of these will be deducted from the refunded amount.</p><h3></h3><p>Within 30 days:</p><h3></h3><p>For a period of 30 days following receipt of the material; a student may apply for special consideration; to swap their course for another course. </p><h3></h3><ol><li style="font-weight: 400">The application for special consideration must be made in writing (not by telephone), and be accompanied by a letter explaining why the student wants to change the enrolment.</li><li style="font-weight: 400">These options only apply if the student has not yet submitted any course assessment excluding their initial assessment.</li><li style="font-weight: 400">An administration fee of $50 will apply in these circumstances.</li><li style="font-weight: 400">The school will provide credit for monies paid for the original enrolment, against the new enrolment (ie. new course or person), but will not give any monetary refund or credit against other purchases.</li><li style="font-weight: 400">Following written notification by the school of acceptance, the old course notes must be returned to the school within 1 week for it to be valid.</li><li style="font-weight: 400">For a period up to 2 months following receipt of the material, a student may apply to transfer their enrolment to a friend, relative or colleague who they have found, and who agrees to take over the enrolment.</li><li style="font-weight: 400">An application for special consideration must be made in writing (not by telephone), and be accompanied by a letter of explanation.</li><li style="font-weight: 400">This application only applies if the student has not yet submitted any assignments. An administration fee of $75 (plus postage and handling costs ) will apply in these circumstances.</li></ol><h3></h3><p>After 30 Days:   </p><h3></h3><p>At any time during enrolment the student may apply to defer their studies for a 6 or 12 month period. Such an application must be supported in writing by documentation that explains why they cannot continue their studies for a period of time (eg. a letter of explanation). Recommencement fees may apply, please contact the school for more details.</p><h3></h3><p>Every attempt is made to ensure all information from the academy is accurate and that the student has attained the competencies taught in a course, at the point of their assessment. Beyond this point, the graduate is responsible to maintain their acquired competencies, and apply acquired knowledge and skills in a way which is appropriate to the unique characteristics of each application. OpenTrax is released from any liability, action and claims of whatsoever nature in connection with, or arising from any such information, instruction or advice, given by any student or ex-student, whether directions given during the course are followed or not.</p><h3></h3><p>Courses, course notes, programs and materials are not to be sold, loaned, copied, or used in any way outside of the pursuit of participating in the course by the person who is enrolled in the course, unless permission is sought and granted in writing by the principal. Serious legal ramifications will be taken against such occurrences.  </p><h3></h3><p>All courses are copyrighted by OpenTrax.</p><h3></h3><h1><b>6. CLINICAL MATTERS</b></h1><h3><b>6.1 Client Records</b></h3><p>Title to all Client Records vests on creation with OpenTrax which created the record.</p><h1><b>7. FORCE MAJEURE</b></h1><ol><li style="font-weight: 400">Neither party will be liable for any delay or failure to perform its obligations under this document as a result of a Force Majeure Event.</li><li style="font-weight: 400">The party affected by a Force Majeure Event shall notify the other party as soon as practicable of any anticipated delay due to a Force Majeure Event.</li><li style="font-weight: 400">The performance of the affected party’s obligations under this document will be suspended for the period of the delay due to the Force Majeure Event and any OpenTrax agreement will be extended by such period.</li></ol><h1><b>8. TERMINATION</b></h1><h3><b>8.1 Immediate termination by OpenTrax</b></h3><p>OpenTrax may either suspend or immediately terminate the Agreement on the happening of any of the following events by giving notice in writing to the Client:</p><ol><li style="font-weight: 400">the Client commits any breach of any provision of the Agreement and the Client has failed to remedy that breach within 21 days of receiving a notice in writing from OpenTrax identifying the breach and requesting that the breach be remedied; or</li><li style="font-weight: 400">the Client commits an act of bankruptcy or compounds with its creditors.</li></ol><h3><b>8.2 Flexible termination</b></h3><p>Where the agreement is for a Flexible Term, the agreement may be terminated at any time by either party giving written notice to the other party without cause, in which event the Agreement shall terminate 30 days after the date of receipt of the notice by the other party.</p><h3><b>8.3 No compensation</b></h3><p>If a party terminates the Agreement, neither party shall be entitled to any compensation or damages from the other party arising from such termination.</p><h3><b>8.4 Survival of provisions</b></h3><p>The termination of the Agreement does not affect such of the provisions of the Agreement as are expressed to operate or have effect after that time and is without prejudice to any rights of action already accrued to either party in respect of any breach of the Agreement by the other party.</p><h1><b>9. RECRUITMENT SUPPLY AND NO POACHING</b></h1><p>Each party must:</p><ol><li style="font-weight: 400">The Client agrees that it will not, without OpenTrax’s prior written consent (which may be refused in its absolute discretion) directly or indirectly solicit, employ or engage any OpentraX staff for services outside of the business for a period of 6 months from the date of termination of the Agreement.</li></ol><h1><b>10. GENERAL</b></h1><h1><b>10.1 CONFIDENTIALITY</b></h1><p>Each party must:</p><ol><li style="font-weight: 400">keep any Confidential Information in respect of the other party secret and confidential, except to the extent that the party is required by law or a recognised stock exchange on which its shares or the shares of any of its related corporations are listed to disclose it;</li><li style="font-weight: 400">take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information in respect of the other party; and</li><li style="font-weight: 400">not disclose Confidential Information in respect of the other party to any third party without first obtaining the written consent of the other party.</li></ol><h3><b>10.2 No partnership</b></h3><p>Nothing in the Agreement constitutes the parties as partners or in an employer/employee relationship.</p><h3><b>10.3 Consequential loss</b></h3><p>OpenTrax will not be liable to the client for loss of profits or any other indirect or consequential loss arising from the provision of the Services or from any breach of this document.</p><h3><b>10.4 Governing Law & Jurisdiction</b></h3><ol><li style="font-weight: 400">The Agreement is governed by the laws of the Western Australia.</li><li style="font-weight: 400">Each of the parties irrevocably submits to the non‑exclusive jurisdiction of the courts of Western Australia.</li></ol><h3><b>10.5 Changes to Standard Terms and Conditions</b></h3><p>Where the Agreement is for a Flexible Term, OpenTrax shall be titled to amend these terms and conditions by publishing an amended version of the terms and conditions and notifying the Client. The continued use by the Client of OpenTrax’s services will constitute acceptance of such changes.</p><h3><b>10.6 Changes to commercial arrangements</b></h3><p>Changes to the agreed commercial terms (excluding these terms and conditions) can only be amended by written agreement between both parties.</p><h3><b>10.7 Assignment</b></h3><ol><li style="font-weight: 400">The Client may not assign or novate any of their rights or obligations under the Agreement without the prior written consent of OpenTrax, which consent may not be unreasonably withheld.</li><li style="font-weight: 400">OpenTrax may not assign, charge, novate or deal with any of its rights and obligations under the Agreement, without the prior written consent of the Client, which consent may not be unreasonably withheld.</li></ol><h3><b>10.8 Stamp Duty</b></h3><p>The parties shall be equally liable for all stamp duty (including penalties) payable where applicable in respect of the Agreement and any document executed under the Agreement.</p><h3><b>10.9 Costs and Expenses</b></h3><p>Each party must pay its own costs and expenses in respect of the preparation and execution of the Agreement.</p><h1><b>SCHEDULE 1</b></h1><table><tbody><tr><td colspan="3"><b>Cancellation Fees</b></td></tr><tr><td><b>Service Types</b></td><td><b>Cancellation Notice Period</b><br /><b>(Hours)</b></td><td><b>Fee Charged (% of Services Fee)</b></td></tr><tr><td><b>NDIS Face-to-Face Services</b></td><td>Less than 48</td><td>100% of session cost outlined by the most up to date NDIS <a href="https://www.ndis.gov.au/media/2819/download">Price Guide.</a></td></tr><tr><td><b>NDIS Provider Travel</b></td><td>Less than 12</td><td>100% of fee outlined by the most up to date NDIS <a href="https://www.ndis.gov.au/media/2819/download">Price Guide.</a></td></tr><tr><td><b>Face-to-Face Services - Privately Funded</b></td><td>Less than 48</td><td>100% of session fee.</td></tr><tr><td><b>Online Consultations</b></td><td>Less than 24</td><td>50% of consultation fee.</td></tr><tr><td colspan="3"><i>*</i> Reschedule Fees are only valid if services are rescheduled to be performed within 3 months<i>.</i></td></tr><tr><td></td><td></td><td></td></tr></tbody></table>