Anywhere Physio Pty Ltd ACN 665 049 981 trading as Enzi Physio (Enzi Physio, We, Us or Our) provides the products and/or services of providing health information, physiotherapy services (including treatment plans) and physiotherapy products. 

This agreement sets out the terms and conditions on which Enzi Physio will provide the Services to individuals (User or You).

By clicking the ‘I accept’ button or otherwise confirming Your acceptance electronically, You agree that You have read, understood and will be bound by these terms and conditions and any Enzi Physio Notices or Enzi Physio Policies. These terms and conditions, together with any Enzi Physio Notices or Enzi Physio Policies comprise this agreement. 

As outlined in clause 14.2(c), We only collect Your Data in accordance with Our privacy policy which is available at: [Privacy Policy]

1. Term
   1. Subject to clause 1(b), this agreement commences on the Commencement Date and will continue for the Initial Term and any Renewal Term, unless terminated earlier in accordance with clause 12. 
   2. Unless You terminate your subscription to the Services in accordance with clause 12.2 before the termination of the then current Term, this agreement will automatically be renewed for a further Renewal Term commencing upon expiry of the relevant Initial Term or Renewal Term and You will be charged the relevant Subscription Fee for such Renewal Term. 
   3. Your account will be charged the Subscription Fee for the next Renewal Term within 24-hours prior to the conclusion of the Initial Term or current Renewal Term (as applicable).
2. Services
   1. Provision of Services

We will during the Term:

1. provide the Services to You on the terms and conditions of this agreement;
2. use commercially reasonable endeavours to provide You with access to and use of the Services; and
3. permit You to access and use the Services for the primary purpose of:
   1. providing to you health information; and: 
   2. obtaining physiotherapy services.

2. Enzi Physio Equipment
   1. The parties may enter into a separate agreement for the sale or lease of Enzi Physio Equipment from either Enzi Physio or the third party manufacturer to You (Equipment Agreement).
   2. You must comply with the terms and conditions of the Equipment Agreement.
   3. To the extent of any inconsistency between these terms and conditions and the Equipment Agreement, these terms and conditions prevail.
   4. A breach of the Equipment Agreement by You shall be deemed a breach of this agreement.  
   5. You are responsible for the procurement and use of any equipment within Your ownership and/or control which You use with the Services.
3. No exclusivity 

You acknowledge and agree that all rights granted to You under this agreement (including all rights to use the Services) are non-exclusive. 

3. Limitations on use

You agree that You will only use the Services for the permitted uses described in clause 2.1(c).

4. Acknowledgements

You acknowledge and agree that:

1. general health information and content provided on our Website is not medical advice;
2. You are solely responsible for operating the Enzi Physio Equipment and any other equipment which you use with Enzi Physio;
3. You are responsible for ensuring that the Services are compatible with Your own hardware, software and internet and network capabilities and maintaining all hardware, software, Third Party Applications and other technology necessary to be able to access and use the Services.
4. Your obligations

You must:

1. use the Services only in accordance with this agreement;
2. ensure that Your use of the Services complies with all applicable laws, regulations and codes of conduct;
3. only use and copy Documentation (including Our Website content) to the extent necessary to use the Services;
4. comply with any Enzi Physio Policies in relation to the use of Enzi Physio Equipment and Our Website or Portal;
5. not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Enzi Physio Equipment without Our prior written consent, and 
6. not re-publish or create derivative works from all or any part of the Enzi Physio Documentation (including Website content) without Our prior written consent;
7. not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure in connection with Our Website;
8. not distribute, transfer, assign, rent, lease, lend, sell, licence, sublicence or otherwise dispose of all or any part of Enzi Physiotherapy Equipment or Documentation (including Our Website content) or any compilation derived from ; and
9. not make any part of the Services publicly available, unless permitted under this agreement.

2. Features of the Services

You acknowledge that We retain the sole discretion regarding the functions and activities functions and other benefits of our Services, Website and Portal. Nothing in this agreement requires Us to provide or maintain any features, functions or other benefits in respect of the Services, Website or Portal and We may at any time vary, modify or suspend the features, functions and other benefits available to You in respect of the Services, Website and Portal. You also acknowledge and agree that nothing in this agreement limits Our right to discontinue or alter any such features, functions, services or other benefits from time to time. 

3. Third Party Applications and equipment

You acknowledge Our Website, Portal and Enzi Physiotherapy Equipment may interact with Third Party Applications or equipment or require Third Party Applications or Third Party Providers to be used to provide particular features or functionality. You acknowledge that access to such Third Party Applications, equipment or services and any support for such Third Party Applications, equipment or services must be obtained directly from the relevant Third Party Provider at Your cost. We do not make any representations or warranties regarding any such Third Party Applications, equipment or services and will not be responsible for any issues in respect of Third Party Applications, equipment or services or any Loss suffered by You in connection with any Third Party Applications, equipment or services or Your dealings with Third Party Providers. 

4. Authentication Credentials 
   1. Provision of Authentication Credentials

We may provide or enable You to generate passwords or other ways to enable Us to identify You (Authentication Credentials) in order for You to be able to access our Portal.

2. Your Obligations in relation to the Authentication Credentials
   1. You must:
      1. ensure that each Authentication Credential is securely maintained and used only by You; 
      2. immediately notify Us and take immediate steps to suspend, disable or change an issued Authentication Credential if the Authentication Credential is lost, stolen, missing or is otherwise compromised; and 
   2. not transfer or allow to be transferred Authentication Credentials between or amongst other persons.
   3. We reserve the right at any time and from time to time to change and/or revoke Authentication Credentials. You will be responsible for any use of the Portal or any related transactions by any person using Your Authentication Credentials (whether authorised by You or not).
3. Support

Unless agreed in writing between You and Us, We are not required to provide any technical or other support to You in relation to our Website or Portal and nothing in this agreement imposes obligations on Us to develop, release or install for You any updates, upgrades, patches, bug fixes, new releases or new versions in respect of Our Website or Portal or (Updates), provided, however, that if We do develop or release any Updates, We may deploy or install such Updates and/or require that all such Updates be used by You.

6. Payment 
   1. Subscription Fees and expenses
      1. In consideration of the provision of the Services, during the Term You agree to pay to Us the Subscription Fees or Service Fees. You also agree to pay any other amounts which may become payable to Us under this agreement.
      2. We may increase the Subscription Fees and Service Fees:
         1. from time to time by providing written notice to You to reflect foreseen costs with delivering the Services by giving You notice of the increase at least 10 days prior the and;
         2. for any Renewal Term by giving You notice of the increase at least 10 days prior to commencement of the relevant Renewal Term.
      3. If You do not agree to the increased Subscription Fees, your access to our Portal will be disabled at the conclusion of the Initial Term or current Renewal Term (as applicable) and any Subscription Fees paid by You prior to the date of termination are non-refundable.
   2. Failure to pay 

If You fail to pay any Subscription Fees or Service Fees or other amounts due to Us under this agreement (including where any payment using a credit card or other payment facility is rejected or charged back) then (without prejudice to Our other rights) We may issue a notice to You stating that the relevant amount is overdue (Overdue Notice). If We do not receive payment of the relevant Subscription Fees or Service Fees or other amounts within 14 days of the date of the Overdue Notice, We may cease providing the Services and may disable Your access to Our Portal until such time as the outstanding amount is paid in full. We will not be liable for any Loss suffered by You as a result of exercising Our rights under this clause 10.2. 

7. Suspension 

We may suspend Your rights or ability to access Our Portal or any part of the Services where We determine such suspension is necessary including to address security risks or for regular maintenance or where You have breached any obligation under this agreement. We will use reasonable endeavours to minimise the duration of any such suspension and provide prior notice to You of any such suspension. You will be required to pay the Subscription Fees and any other relevant Subscription Fees notwithstanding any suspension under this clause 11 and We will not be liable for any Loss incurred by You as a result of or in connection with any suspension under this clause 11. 

8. Termination by Enzi Physio
   1. Termination with cause

We may, by written notice to You, terminate this agreement with immediate effect if:  

1. You fail to comply with any written notice issued by Us requiring You to remedy a breach, non-observance or non-performance of Your obligations under this agreement within seven days of receiving that notice from Us; or
2. You commit a breach of this agreement which is incapable of remedy.
3. Termination without cause 

Without limiting Our rights under clause 12.1, either party may terminate this agreement at any time and without cause by providing the other party with no less than 30 days written notice of termination subject to Subscription Fees or Service Fees paid by You prior to the date of termination are non-refundable. 

9. Consequences of termination or expiry

Upon termination or expiry of this agreement taking effect:

1. You must immediately cease using our Portal; 
2. You must pay to Us all Subscription Fees, Service Fees, expenses or other sums payable to Us under this agreement which have accrued or are payable as at the date of termination; 
3. We cease to have any obligations under this agreement or otherwise with respect to the provision of the Services; and 
4. For the avoidance of doubt, following termination of this agreement taking effect, We will be entitled to retain any Subscription Fees or Service Fees paid by You, even if such amounts were paid in advance.  Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations in the rest of this agreement.

2. Intellectual Property
   1. Our Intellectual Property
      1. You acknowledge that nothing in this agreement grants You any ownership of, or (subject to clauses 14.1(c) and 14.2(b)) rights in respect of, the Intellectual Property in the Website or Portal, the Enzi Physio Equipment, any Data, any Documentation, any Intellectual Property in any materials created as a result of the performance of the Services or Documentation created in connection with this agreement. 
      2. Any Intellectual Property in respect of the Services, Website, Portal, the Enzi Physio Equipment, Data or Documentation which is created by or vests in You during the Term is assigned to Us immediately upon the Intellectual Property being created or vesting in You, and You agree to do all things and execute all documents as are reasonably necessary to effect such assignment. 
      3. We grant You a limited, non-exclusive, non-transferrable and revocable licence to use the Services, Website, Portal, the Enzi Physio Equipment and Documentation solely to the extent such use is necessary for You to receive the Services and as set out on this agreement. Unless revoked earlier by Us, the licence granted under this clause 14.1 terminates immediately upon the termination or expiry of this agreement. 
   2. Data
      1. You grant Us a non-exclusive, royalty-free, transferable and perpetual licence to use and exploit the Data:
         1. for providing the Services to You; 
         2. as permitted under privacy laws; and
         3. for analysing the de-identified Data in order to identify patterns, trends, and other statistical data or perform other data analytics.
      2. We grant You a non-exclusive, non-transferable licence to use Your Data during the Term solely for the purposes of Your use of the Services . 
      3. You acknowledge that the Data will be collected and disclosed by Us in accordance with Our privacy policy #[insert link to privacy policy on website], and You consent to the collection of Data (including health information) in accordance with these policies and controls. 
3. Security of the Services
   1. Our obligations 

We will take all reasonable steps to ensure the security and safety of the Data and other information stored on Enzi Physio Infrastructure, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies. Notwithstanding the above, You acknowledge that transmissions over the internet cannot be guaranteed to be totally secure and We do not warrant and cannot ensure the security of any information or Data provided through the Services. 

2. Our liability 

Provided We comply with our obligations under clause 15.1, subject to law, We will not be liable for any Loss suffered by You which arises out of or in connection with:

1. any computer or telecommunication viruses or malicious code being transferred by or obtained as a result of the use of the Services;
2. any hacking into or other similar attacks on the Services or Enzi Physio Infrastructure; or 
3. any other data security issues in respect of the Services or Enzi Physio Infrastructure. 
4. Hosting and back ups 

From time to time Our Website or Portal may be unavailable for access or use (including for the undertaking of scheduled or unscheduled maintenance in respect of Our Website and/or Portal or Enzi Physio Infrastructure) and We will not be liable for the consequences of any Website or Portal unavailability and do not make any representations or provide any warranties regarding the availability of Our Website or Portal or the timeframes within which any unavailability in respect of the Mindset Health Solution will be resolved.

5. Subcontractors 

You agree and acknowledge that We may subcontract the performance of any of Our obligations or the exercise of any of Our rights under this agreement to any person without Your consent and on such terms and conditions as We deem fit from time to time. 

6. Access
7. Our Website and Portal may be accessed and used throughout numerous jurisdictions and We make no representations that Our Website and Portal complies with the laws of any particular jurisdiction. You are responsible for complying with the laws in any jurisdiction in which You access or use Our Website, Portal and the Services.
8. Warranties 
   1. Warranties excluded
      1. To the extent permitted by law, We do not warrant or guarantee that:
         1. Our Website and Portal will be compatible with, or capable of being used on or in connection with, Your computer and communications systems; 
         2. Your access to Our Website and Portal will be uninterrupted or error free; or
         3. the Services will be accurate, reliable or fit for any particular purpose.
      2. Subject to law, We do not take any responsibility or assume any liability for any Data which is used in the Services, or for any Loss or damage thereto.
   2. Your warranty

You acknowledge and warrant that You:

1. have relied on Your own judgment in the selection of the Services;
2. have satisfied Yourself that the Services are fit for all the purposes which You require it for; and
3. You use the Services at your own risk.
4. Liability and indemnity
   1. Limitation of liability 
      1. Nothing in this agreement should be interpreted as attempting to exclude, restrict or modify the application of relevant consumer protection, consumer guarantees (including for personal injury) or other similar laws that apply to this agreement and cannot be contractually excluded, restricted or modified (Applicable Consumer Laws).
      2. Subject to clauses 21.1(a) and 21.1(e) and to the fullest extent permitted by law, Our maximum aggregate liability for any Loss, however caused, suffered by You in connection with this agreement or Your access to or use of the Services is limited to the total amount of the Subscription Fees paid by You to Us under this agreement. 
      3. Subject to clauses 21.1(a) and 21.1(e), to the extent permitted by law, Our liability to You in relation to any claim under any Applicable Consumer Laws relating to Your access and use of the Services or otherwise arising under or in connection with this agreement is limited, at Our election and discretion to:
         1. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; and
         2. in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again. 
      4. The above limitations of Our liability apply whether the claim is in contract, tort (including without limitation, negligence) equity or otherwise and even if We have been notified of the possibility of such Loss or damage and You agree that Our liability, if any, to You at law will be reduced by the extent, if any, to which You contributed to the Loss.
      5. To the extent permitted by law, all claims arising under or in connection with this agreement must be commenced within 6 months of the relevant events giving rise to the claim first occurring and all claims not commenced within such period are absolutely and forever barred. 
   2. Indemnity 

You must indemnify and keep indemnified Us and each of Our directors, officers, employees, agents, contractors and related bodies corporate against any Loss suffered or incurred by Us which arises directly or indirectly out of:

1. any breach of this agreement by You;
2. You or any other person in any way accessing or using the Services; 
3. any uploading of the Data by You which does not comply with privacy or other laws of any applicable jurisdiction; 
4. any claim by a third party that Your Data infringes the third party's Intellectual Property rights; or 
5. any negligent or unlawful acts undertaken by You.
6. Consequential Loss

We are not liable for any Consequential Loss (however caused) suffered or incurred by You in connection with this agreement or the Services. This clause applies even if We knew or ought to have known that the relevant Consequential Loss would be suffered or incurred by Us.  

10. GST

All consideration provided under these Terms and Conditions is exclusive of GST, unless it is expressed to be GST exclusive.  You must advise us if You are not or cease to be registered for the purpose of GST.

11. General provisions 
    1. Relationship

Nothing in this agreement constitutes the parties as partners or joint venturers or constitutes any party as the agent of another party or gives rise to any other form of fiduciary relationship between the parties.

2. Governing law

This agreement will be construed and interpreted in accordance with the laws of the State of Victoria, Australia and each party submits to the non-exclusive jurisdiction of courts of that jurisdiction.

3. Assignment

You may not assign or otherwise deal with any of their rights or obligations under this agreement without Our prior written consent.  We may assign, novate or otherwise deal with Our rights under this agreement at any time effective immediately upon Us notifying You of the assignment or novation.

4. Entire agreement

This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.

5. Force Majeure 

If a party is prevented, hindered or delayed from performing its obligations under this agreement by a Force Majeure Event (other than an obligation of You to pay any Subscription Fees, Service Fees or other amounts), then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly. If a party is affected by a Force Majeure Event it will immediately give the other party a notice of its occurrence and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.

6. Waiver and variation 

We can amend these terms and conditions or our Services at any time by providing to you 30 days prior written notice to You.  If we amend these terms and conditions we will advise You by email and post the amended terms and conditions on Our Website and our app.  If you do not agree to those terms and conditions You can terminate Your subscription by providing to us 30 days prior written notice.

7. Severability 

If any provision of this agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

8. Notice and electronic communications 
   1. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
   2. You agree that when You provide any consent, authority or agreement in relation to the Services, You do so as an electronic transaction and warrant that such transaction shall be binding.
   3. You can direct notices, enquiries, complaints and so forth to Us as set out in this agreement. We will notify You of a change of details from time-to-time.
   4. We will send You notices and other correspondence to the details that You submit to Us, or that You notify Us of from time-to-time. It is Your responsibility to update Your contact details as they change. 
   5. A consent, notice or communication under this agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
   6. Notices must be sent to the parties’ most recent known contact details.
9. Survival

The following clauses survive the expiration or termination of this agreement: clause 3 (limitations on use); clause 13 (consequences of termination or expiry); clause 14 (intellectual property); clause 15.2 (Our liability); clause 20 (Warranties); clause 21 (Liability and indemnity); clause 22 (GST), clause 23 (General provisions) and clause 24 (Definitions and interpretation).

10. Definitions and interpretation
    1. Definitions

In this agreement, unless the context otherwise requires:

1. Authentication Credentials means the username and password or other means of authentication which You are required to provide in order to be able to access Our Portal.
2. Commencement Date means the date that You subscribe, and pay the applicable Subscription Fee, to use the Services.  
3. Confidential Information means any information provided by a party to the other party (whether provided before or after execution of this agreement) in connection with the Services or this agreement but does not include information which is in or becomes part of the public domain, other than through a breach of this agreement or of an obligation of confidence, or information which a party proves was independently acquired or developed without breaching any of the obligations set out in this agreement.
4. Consequential Loss means loss beyond the normal measure of damages and includes indirect loss, loss of revenue, loss of reputation, loss of profits (direct or indirect), loss of actual or anticipated savings, loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, loss of use, loss of or damage to data, cost of capital or costs of substitute goods, facilities or services.
5. Data means all data, information (including Personal Information), content or communications in relation to the Services.
6. Documentation means any written information, exercise programs, questionnaires, Website content, manuals, guides, reference materials or other similar documents in any form made available by Us to You in connection with the Services (including via our Website or Portal).
7. Enzi Physio Equipment means equipment which We lease or licence to You as part of the Services.
8. Enzi Physio Infrastructure means the data hosting systems, services or technologies used by Us in connection with the provision of the Services, including software.
9. Enzi Physio Notices means any notices provided to You by Us from time to time under this agreement.  
10. Enzi Physio Policies means any policies relating to the Services which We provide to You from time to time or make available on the website #[insert link to website] as such policies may be updated by Us from time to time, including but not limited to, Enzi Physio Privacy Policy. 
11. Force Majeure Event means the occurrence of an event or circumstances beyond the reasonable control of the party affected by it, including war, civil commotion, military action, government decree or an act of sabotage, strike, lockout or industrial action, storm, tempest, fire, flood, earthquake, pandemic or other natural calamity or an ongoing internet or telecommunications outage or impairment but does not include lack of funds. 
12. Government Authority means any governmental, semi-governmental, municipal, statutory, judicial or quasi-judicial authority, department, agency, body, entity, organisation, commission or tribunal.
13. Improvement means any modification, alteration, development, new use, new features or other change to the Services which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.
14. Indirect Tax means a goods and services tax, a value added tax, a consumption tax or a tax of a similar kind. 
15. Initial Term means the period starting on the Commencement Date and ending at the conclusion of the specific subscription period selected by You at the time You subscribe to use the Services.
16. Intellectual Property includes all patents, designs, copyright, trade marks or circuit layout rights and any right to apply for the registration or grant of any of the above. 
17. Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and whether direct loss or Consequential Loss.
18. Personal Information means personal information as defined in the Privacy Act 1988 (Cth) and includes the personal information that is collected during the operation and creation of the Services, including but not limited to:
    1. contact and identification information such as your name, address, telephone number, email address, date of birth, or other types of verification details; 
    2. names and identifying information of Your patients;
    3. your medical registration details; and 
    4. other information required for Enzi Physio’s functions and activities, including where required by law.
19. Portal means the portal operated by Enzi Physio. 
20. Renewal Term means the period equivalent to the specific subscription period selected by You at the time You subscribe to use the Services for the Initial Term.
21. Service Fees means the fees we may charge for the Enzi Physio Products and Enzi Physio Services;
22. Services means the products and/or services of providing health information, physiotherapy services (including treatment plans) and physiotherapy products and includes:
    1. The Enzi Physio Equipment;
    2. the Portal; and
    3. the Website; and
    4. Enzi Physio Infrastructure.
23. Subscription Fees means the applicable subscription fees payable monthly to access Our Portal and to receive the Services for the Initial Term or any Further Term, as notified to You at the time You first subscribe to use the Services and as varied by Us from time to time in accordance with clause 10.1(b).
24. Taxes means any taxes, rates, levies imposts, duties or other charges assessed or payable to any Government Authority and includes any additional taxes, interest, penalties, charges, fees or other amounts imposed in relation to a failure to file a return or to pay the tax.
25. Term means the term of this agreement, comprising of (unless terminated earlier) the Initial Term and any Renewal Term.
26. Third Party Application means any product, service, system, application or internet site integrated or interfaced with the Services that is owned or operated by a Third Party Provider, and that is used by You in connection with the Services.
27. Third Party Provider means any third party that provides support, technology and/or other products or services that are used by You in connection with the Services. 
28. User means a person who purchases the Services.
29. Website means the website operated by Enzi Physio. 
30. Interpretation 

In this agreement, headings are inserted for convenience only and do not affect the interpretation of this agreement and, unless the context otherwise requires:

1. the singular includes the plural and vice versa;
2. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
3. the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions; 
4. a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government and a government authority;
5. all monetary amounts are in Australian dollars, unless otherwise stated and a reference to payment means payment in Australian dollars; and
6. no provision of this agreement will be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the agreement.