Kinetic Health Group Pty Ltd 
ABN 39 100 261 265

GENERAL TERMS & CONDITIONS

1       DEFINITIONS

In this document:

“Accounts” means all accounts for Services issued by Kinetic to the Client.

“Agreement” means the agreement between Kinetic 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.

“Commencement Date” means, unless otherwise agreed in writing, the date on which Kinetic the Services are first provided under the Agreement.

“Client” means each client of Kinetic that receives Services, unless otherwise specifically agreed in writing by Kinetic.

“Doctors” means each of the Doctors engaged by the Client from time to time to provide the Doctor Services from a clinic operated by Kinetic.

“Doctor Services” means those services provided by independent Doctors for the Client, which are facilitated by Kinetic under the Agreement.

“Fixed Term” means an Agreement which Kinetic and the Client agree in writing is for a fixed period of time from the Commencement Date.

“Flexible Term” means where the Agreement is not for a Fixed Term, or has extended beyond a Fixed Term, and is terminable pursuant to clause 9.3.

“Force Majeure Event” 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, change in any law or regulation, disruption or interruption to the supply of communications, internet, power or other utility.

“Kinetic” means Kinetic Health Group Pty Limited (ABN 39 100 261 265).

“Kinetic Services” means the services provided directly to the Client by Kinetic.

"Patient Records" means the records of patients that receive medical treatment under the arrangements described in the Agreement.

“Service Levels” means the agreed levels at which Kinetic and the Doctors will provide the Services as described in the Formal Instrument of Agreement or its annexures.

“Services” means the Kinetic Services and Doctor Services.

“Services Fee” means the fees described in clause 4.1.

“Term” 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.

2       TERM

2.1    Term

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 revert to a Flexible Term.

3       SERVICES

3.1    Provision

Kinetic will directly provide the Kinetic Services to the Client and shall facilitate the provision of the Doctor Services to the Client on the terms set out in the Agreement.

3.2    Standard

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 Kinetic and the Doctor will use their best endeavours to provide the Services allowing for such act or omission.

3.3    Appointments

All appointments made by the Client should be confirmed in writing using either a Purchase Order document or a Booking Confirmation form.  If a Client’s employee arrives without an appointment made pursuant to this cl. 3.3, Kinetic shall treat the employee as a private patient and will require an advance cash payment for the appointment on the day.

3.4    Scope of Services

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.

4       FEES

4.1    Services Fees

(a)  Kinetic Services: Where Kinetic provides the Kinetic Services, the Client shall pay to Kinetic the Services Fees on Kinetic providing the Kinetic Services. Unless otherwise agreed in writing, Kinetic 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.

(b)  Doctor Services: Kinetic has been appointed by the Doctors to invoice and collect all Services Fees payable for the Doctor Services. The Client will pay Kinetic the Services Fees on a Doctor providing the Doctor Services. Unless otherwise agreed in writing, Kinetic will charge the Client the standard, published rates for the provision of each Service provided. Unless otherwise stated, Services Fees are exclusive of GST.

4.2    Payment Terms

Kinetic shall issue the Client with a valid tax invoice for Services provided during the relevant period.  The Client must pay Kinetic’s invoices within 30 days of receipt.

5       Cancellations & RESCHEDULES

5.1    Cancellations

In the event that Services to be provided by Kinetic on a certain date (‘Service Date’) are cancelled with less notice than the prescribed Cancellation Notice Period set out in the table in Schedule 1, or the Services cannot be provided on the Service Date because the patient/employee/client does not attend, Kinetic will be entitled to charge cancellation fees to the Client (“Cancellation Fees”) based on the table set out in Schedule 1.

5.2    Rescheduled Services

In the event that a Client:

(a)  informs Kinetic 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

(b)  the Client nominates a rescheduled date within 3 months of the Service Date,

then Kinetic 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.

6       CREDIT FACILITY

6.1    Kinetic

Before Kinetic provides the Client with credit, it may request such reasonable information as is necessary to establish the creditworthiness of the Client. Any decision to provide credit shall be a sole discretion of Kinetic.

6.2    Disclosure of Information

The Client agrees that any information disclosed by the Client in the course of a credit application may be disclosed to a credit reporting agency. The Client further agrees to Kinetic obtaining personal or other information relating to the Client from a credit reporting agency or credit provider for the purposes of assessing creditworthiness.

6.3    Credit Limit

Where Kinetic provides the Client with credit, Kinetic shall be entitled to set a credit limit, which shall not be exceeded by the Client. Kinetic may reduce the credit limit without the Client's approval, however shall not, without the consent of the Client, reduce the limit to below the outstanding balance ofthe Client's account at the time of the reduction.

6.4    Pursuit of Debts

In the event that Services Fees are not paid pursuant to this Agreement, Kinetic may actively pursue the payment of such debts, and the Client will be liable for any of Kinetic's costs incurred in undertaking any debt recovery action, including administration, legal and court fees.

6.5    Suspension of Credit Facility

(a) Client has obtained credit through fraud or dishonesty;

(b) Client's account is in arrears for more than 21 days;

(c) Client uses the credit facility in circumstances where the continued use of the credit facility may cause damage or loss to Kinetic; or

(d) client's creditworthiness changes materially,

then Kinetic may close or suspend the creditfacility.

7       CLINICAL MATTERS

7.1    Patient Records

Title to all Patient Records vests on creation with Kinetic and/or the Doctor which created the record.

7.2    Statement of Sovereignty

(a) the medical services provided;

(b) the referral of patients by the Doctor to specialists or to other medical practitioners; and

(c) the use of ancillary medical services including, without limitation, pathology and diagnostic imaging services.

7.3    Nature of Provision of Doctor Services

Kinetic provides a coordination service for the delivery of Doctor Services to the Client and the Client's employees. Kinetic engages numerous medical centres and Doctors to provide those services, and whilst Kinetic coordinates the services, Kinetic does not employ or directly contract with those Doctors to provide medical services. Unless otherwise specifically acknowledged by Kinetic under a separate agreement, the Doctors providing the medical services are responsible for the Doctor Services they provide and Kinetic assumes no liability for such services.

8       FORCE MAJEURE

(b) 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.

(c) 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 deadlines will be extended by such period.

9       TERMINATION

9.1    Immediate termination by the Doctor

The Client may terminate the Agreement by 21 days' written notice if Kinetic breaches this Agreement and fails to remedy that breach within 21 days of receiving a notice in writing from the Client identifying the breach and requesting that the breach be remedied.

9.2    Immediate termination by Kinetic

(a) 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 anotice in writing from Kinetic identifying the breach and requesting that the breach be remedied; or

(b) the Client commits an act of bankruptcy orcompounds with its creditors.

9.3    Flexible termination

Where the agreement is for a Flexible Term, the agreement may beterminated 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.

9.4    No compensation

If a party terminates the Agreement in accordance with clause 9.3, neither party shall be entitled to any compensation or damages from the otherparty arising from such termination.

9.5    Survival of provisions

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 prejudiceto any rights of action already accrued to either party in respect of anybreach of the Agreement by the other party.

10     RECRUITMENT SUPPLY AND NO POACHING

Each party must:

(a)  The Client agrees that it will not, without Kinetic's prior written consent (which may be refused in its absolute discretion) directly or indirectly solicit, employ or engage:

- (i) any employee of Kinetic ("Kinetic Employee"); or

- (ii) any Doctor that has been engaged by Kinetic toprovide the Services,

for a period of 6 months from the dateof termination of the Agreement.

(b) If:  

- (ii) the Client solicits, employs or engages a KineticEmployee or Doctor without first obtaining Kinetic's consent,

the Client shall pay Kinetic a consent fee as set outin the Agreement. If no consent fee isset out in the Agreement, the consent fee shall be the greater of:

- (iii) $20,000 (+ GST); or

- (iv) an amount equal to 22% of the gross annual salarypayable to the Kinetic Employee at the time of resignation from theiremployment with Kinetic.

(c) The Client must pay Kinetic the consent fee at the time the KineticEmployee or Doctor signs an employment or service agreement with the Client.Kinetic reserves the right to recover this money as an outstanding debtpursuant to cl. 6.4 of this Agreement.

11 GENERAL

11.1  Confidentiality

(a) keep any Confidential Information in respect of the other party secret and confidential, except to the extent that the party is required by lawor a recognised stock exchange on which its shares or the shares of any of its related corporations are listed to disclose it;

(b) 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

not disclose Confidential Information in respect of the other party to any third party without first obtaining the written consent of the other party.

11.2  No partnership

Nothing in the Agreement constitutes the parties as partners orin an employer/employee relationship.

11.3  Consequential loss

Kinetic 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.

11.4  Governing Law & Jurisdiction

(b) Each of the parties irrevocably submits to the non‑exclusive jurisdiction of the courts of Western Australia.

11.5  Changes to Standard Terms and Conditions

Where the Agreement is for a Flexible Term, Kinetic shall been 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 Kinetic's services will constitute acceptance of such changes.

11.6  Changes to commercial arrangements

Changes to the agreed commercial terms (excluding these terms and conditions) can only be amended by written agreement between both parties.

11.7  Assignment

(b) Kinetic 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.

11.8  Stamp Duty

The parties shall be equally liable for all stamp duty (including penalties) payable in respect of the Agreement and any document executed under the Agreement.

11.9  Costs and Expenses

Each party must pay its own costs and expenses in respect of the preparation and execution of the Agreement.

SCHEDULE 1