Habit Health – General Terms & Conditions

1. General Service Terms and Conditions 

These Terms and Conditions apply to and govern the rights and obligations of Habit Health Limited and its subsidiaries (we, us or our(s)) and our customers (you, your) in relation to the services performed by us at your request. By agreeing to having the services undertaken by us, you acknowledge that you have read, understood, and accept the terms and conditions herein. 

2. Service Provision 

We will deliver and perform the services that are scoped in supporting correspondence between us and you and as otherwise set out in these terms and conditions for which we will invoice you and you will pay us in accordance with clause 7. We may subcontract services to approved suppliers where required. All subcontractors are required to meet our standards of practice for confidentiality and privacy. 

3. Term of Agreement 

This agreement will commence on the first day of the month following your deemed acceptance and will continue for an initial term of twelve (12) months (Initial Term). 

At the expiry of the Initial Term, this agreement will automatically renew for successive twelve (12) month terms (each a Renewal Term), unless either party gives not less than ninety (90) days’ written notice to the other party prior to the end of the Initial Term or the then-current Renewal Term that it does not wish to renew the agreement. Fees applicable to any Renewal Term will be set in accordance with clause 14. 

Following the expiry of the Initial Term, either party may terminate this agreement at any time for convenience by giving not less than ninety (90) days’ written notice to the other party. 

Either party may terminate this agreement immediately by written notice if the other party commits a material breach of this agreement and fails to remedy that breach within a reasonable period after receiving written notice requiring it to do so, or if the breach is not capable of remedy. 

On expiry or termination of this agreement for any reason: 

  • we will be released from any obligation to provide further services under this agreement; 
  • any fees properly incurred for services provided up to the date of termination will remain payable; and 
  • if any services have commenced but are incomplete at the date of expiry or termination, the parties will negotiate in good faith to determine an appropriate pathway for concluding or transitioning those services. 

Upon termination, you must promptly return or securely destroy (at our option) any of our confidential information, programme materials, or proprietary documentation in your possession, except to the extent retention is required by law. 

4. The Program and Undertaking the Services 

The services provided under this agreement may include a range of health, rehabilitation, wellbeing, counselling, and support services. The general obligations set out in this section apply to all services. The service-specific information set out below applies in addition to these general obligations and, in the event of any inconsistency, prevails in respect of the relevant service. 

We will ensure that appropriately qualified and trained persons deliver the services detailed in a professional manner to a professional standard using what is currently best practice. 

EAP specific information  
The programme allows for self and manager referral. In most cases, the number of sessions required by your employee would not exceed 3 per request for support unless you agree in writing with us that you allow an additional number of sessions for initial support. Where clinical best practice indicates that both your employee and you would benefit from a further limited number of sessions, we shall proceed with up to a further 3 sessions for that employee. We will manage all programmes of support accessed under your membership subscription to ensure the average number of sessions per programme within any given 12-month period does not exceed three (3) sessions or the additional set amount as agreed with you in writing from time to time. The programme allows immediate family members of the customers’ employees to access the service via the employee entitlement. 

Rongoa Specific information 
Rongoā Māori is designed to support organisations and their staff by working in partnership to provide a Te Ao Māori-guided method of healthcare. 

Services will be delivered during standard business hours unless otherwise stipulated in the quotation or supporting correspondence. 

Sessions will be standardised as 6 sessions before additional request, irrespective of your current contract terms. 

Client notes are from a Te Ao Māori perspective and may in some cases not be reported in standard western medical terms however, all records will be maintained in accordance with applicable privacy, confidentiality, and professional record-keeping requirements. 

ACC or Third-Party Administrator (TPA) Rehabilitation – Preferred Provider Arrangements 
Where you engage us as a preferred provider for rehabilitation services funded by the Accident Compensation Corporation (ACC) or a third-party administrator (TPA), services will be delivered in accordance with the applicable ACC legislation, contractual requirements, operational guidelines, or TPA funding arrangements in place from time to time. 

You acknowledge and agree that: 

  • Funding approval, service scope, duration, and reporting obligations are governed by the relevant ACC or TPA arrangements and not solely by this agreement. 
  • Clinical decision-making, including treatment pathways, session frequency, and rehabilitation outcomes, remains independent and is determined by the treating clinician in accordance with clinical best practice and contractual obligations. 
  • We cannot provide services outside the scope approved or funded by ACC or the relevant TPA unless agreed with you separately including funding arrangements. 

Any employer engagement under a preferred provider arrangement does not create a right to direct clinical treatment, override funding decisions, or require outcomes beyond those reasonably achievable within the applicable rehabilitation framework. 

Reporting to employers will be provided only where permitted under ACC or TPA requirements and in accordance with privacy and consent obligations. 

Early Intervention Physiotherapy – service specific information 
Early Intervention Physiotherapy services are provided to support the early identification, assessment and management of musculoskeletal and functional concerns, with the objective of supporting timely recovery, injury prevention, and sustainable work participation. 

Services will be accessed as agreed in supporting correspondence or the Client Setup Form. The scope, frequency, and duration of Early Intervention Physiotherapy services will be determined by the treating clinician in accordance with clinical best practice, professional standards, and any agreed service parameters or funding limits. Where session limits or approval thresholds apply, these will be outlined in supporting correspondence or quotations. 

Clinical decision-making remains the responsibility of the treating clinician at all times. Any recommendations relating to work participation, restrictions, or rehabilitation planning will be provided in accordance with clinical judgement and applicable professional and legislative requirements. 

Reporting to the employer will be limited to information reasonably necessary to support workplace health outcomes and will be provided in a de-identified or consented manner, in accordance with the Privacy Act 2020 and the Health Information Privacy Code 2020. 

Occupational Health Services – service specific information 
Occupational Health services are provided for the purpose of assessing, monitoring, and advising on health and functional capacity in relation to work, including but not limited to pre-employment assessments, health surveillance, medical assessments, fitness for work evaluations, and work-related health monitoring. 

Occupational Health services are typically commissioned by you as the employer or engaging organisation. The individual undergoing assessment is the subject of the service, and services will be delivered in accordance with applicable legislative, professional, and ethical requirements, including the Health and Safety at Work Act 2015, the Privacy Act 2020, and the Health Information Privacy Code 2020. 

Prior to the provision of Occupational Health services, informed consent will be obtained from the individual in relation to the assessment and the nature of information to be disclosed. Reporting to you will be limited to information reasonably necessary to meet the purpose of the assessment, such as functional capacity, fitness for work, restrictions, or recommendations, and will not include unnecessary clinical detail. 

Clinical opinions, recommendations, and assessments provided as part of Occupational Health services are independent and based on clinical judgement, professional standards, and available information at the time of assessment. Occupational Health services do not constitute ongoing treatment unless expressly agreed in writing. 

5. Confidentiality & Privacy 

All personal, health, and client information collected, created, or maintained by us in connection with the services will be handled in accordance with the Privacy Act 2020 and, where applicable, the Health Information Privacy Code 2020. 

Client records and information will be treated as confidential and will not be disclosed to any third party except: 

  • with the informed consent or authorisation of the relevant individual; 
  • where disclosure is required or permitted by law, including under the Privacy Act 2020, the Health Information Privacy Code 2020, or other applicable legislation; 
  • where disclosure is necessary for the provision of the services, including to subcontractors or service providers engaged by us who are subject to equivalent confidentiality and privacy obligations; or 
  • where information is provided in an aggregated or de-identified form that does not reasonably identify any individual. 

As between us and you, all information disclosed by either party in connection with this agreement that is confidential in nature, or would reasonably be regarded as confidential, must be kept confidential and must not be disclosed to any third party without the prior written consent of the disclosing party, except as required or permitted by law or for the purposes of performing this agreement. 

We will maintain appropriate administrative, technical, and physical safeguards to protect information against loss, misuse, unauthorised access, disclosure, or alteration, in accordance with applicable legislative and professional requirements. 

6. Legislative Compliance 

We will comply with all our obligations under all relevant legislation and regulations relating to the services, including the Human Rights Act 1993, the Health and Disability Services (Safety) Act 2001, the Health Practitioners Competence Assurance Act 2003, the Accident Compensation Act 2001, the Privacy Act 2020, (including Health Information Privacy Code 2020) and the Health and Safety at Work Act 2015. We will ensure that we and all our employees, agents, contractors, or any other person engaged by us in performance of this agreement will at all times conduct themselves in a safe and responsible manner. All employees, agents, contractors, or any other person engaged will comply with the professional standards of conduct for their registering body. 

7. Invoicing and Payment Terms 

Following the completion of the work, we will provide a valid tax invoice in accordance with the Goods and Services Tax Act 1985. All invoices will be due for payment by the 20th day of the month following the date of invoice & must be paid without deduction or set off.  

If full payment is not made to us by the due date for that payment, then you shall be in default and you shall at our discretion (and without affecting any other right we may have), pay default interest on any amount outstanding to us in accordance with the following:  

    • (a) the default interest rate shall be 2% per month; and, 
    • (b) default interest shall accrue on a daily basis from the date when payment is due until the date when payment is received by us; and,  
    • (c) you shall be liable to pay all expenses and costs (including legal costs as between solicitor and client) in relation to our obtaining or attempting to obtain a remedy for your failure to pay.  

    All amounts payable pursuant to (a)-(c) above shall be payable upon demand. The charging of default interest shall in no way imply the granting or an extension of credit by us to you. We reserve the right to discontinue any services under this agreement for a client in the event of non-payment of accounts at the correct time. 

    8. Our Cancellation/Change Policy for Sessions 

    Individual appointment – a cancellation fee will be charged if a scheduled appointment is missed or is cancelled within 24 hours of the scheduled appointment time. The cancelled fee will be 100% of the normal cost. Appointments which are cancelled between 24-48 hours and are not rebooked may incur a fee of 50% of the standard charges. 

    Multi person and offsite – a cancellation fee will be charged if a scheduled multi-person/offsite session is cancelled. The fee will be 50% of the value of the scheduled sum if 48 hours’ notice is received, or a fee of 100% of the value of the scheduled sum if less than 48 hours is received or a no-show occurs.  

    Note: all requests to cancel and/or reschedule onsite support must be emailed to us. 

    9. Non-Solicitation 

    You agree to not, during the term of this agreement, employ or engage any employee or contractor who has been materially involved in customer service delivery in any capacity, or solicit or entice such employee or contractor away from us otherwise than as a result of your normal recruiting procedures which are not targeted at any particular person. 

    10. Risk and Liability 

    Except to the extent that the law prevents us from excluding liability, we will not be liable to you for any loss or damage suffered by you during or in relation to the performance of this agreement except where such loss or damage is a result of negligence, fraud or other unlawful act of ours.  

    To the extent we are liable for any loss suffered by you arising from breach of this agreement or for any other reason, our liability is limited to the value of our services delivered in the 12-month period immediately preceding your claim. We undertake to arrange adequate and appropriate insurance cover, including a minimum amount of public liability insurance to cover the term and performance of this agreement. 

    11. Intellectual Property 

    All intellectual property rights in any materials, documents, tools, methodologies, programmes, reports, training content, or other works developed, used, or provided by us in connection with the services (including any improvements or adaptations) remain our property. 

    Nothing in this agreement transfers ownership of our intellectual property to you. You are granted a non-exclusive, non-transferable licence to use any materials provided by us solely for your internal purposes and only to the extent necessary to receive the services. 

    All intellectual property rights in materials, information, or content provided by you or on your behalf remain your property. You grant us a limited licence to use such materials solely for the purpose of performing the services under this agreement. 

    12. Severability and Governing Law 

    If any part of this agreement is illegal or unenforceable under the law as it is now or hereafter in effect, either party may terminate this agreement immediately upon written notice. Unless terminated the parties shall be excused from performance of such portion or portions of this agreement as shall be found to be illegal or unenforceable without affecting the validity of the remaining provisions of this agreement. This agreement is governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this agreement. 

    13. Dispute Resolution 

    If any dispute arises between the parties in relation to this agreement, the parties will use their best endeavours to resolve the dispute promptly and in good faith through discussions between senior representatives. 

    If the dispute is not resolved within a reasonable period, the parties will endeavour to resolve the dispute by mediation, conducted by a mediator mutually agreed between the parties. If the parties are unable to agree on a mediator, the mediator will be appointed in accordance with the rules of the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ). 

    If the dispute remains unresolved following mediation, the dispute must be finally resolved by arbitration in accordance with the Arbitration Act 1996 (or any legislation that replaces that Act). The seat of arbitration will be New Zealand, the arbitration will be conducted in New Zealand, and the arbitration will be conducted by a single arbitrator unless the parties agree otherwise. 

    14. Annual Review of Fees and Components 

    Fees will be reviewed annually to reflect cost increases or as required to adjust for any cost inflation by CPI. One months’ notice will be given; the new relevant fee component amount fixed in accordance with this clause must be paid from the first of the month, post notification.