THIS AGREEMENT is made between the Medical provider and the Client and takes effect from the date that the Medical provider accepts a Booking Request made by the Client. RECITALS

  1. Skynapse Sdn. Bhd. (“Skynapse”) operates and manages a Platform through which a client can request for Housecall & Teleconsultation Services (as hereinafter defined).
  2. When a Booking Request (as hereinafter defined) made by a client has been received by Skynapse, Skynapse will conduct a care assessment to decide whether it is able to assist with the request. If it is able to, the Company will propose via an algorithm the most suitable professional from its Database (as hereinafter defined) to meet the Booking Request.
  3. The Client has registered with the Website and has submitted a Booking Request.
  4. The Professional is an independent contractor proposed by Skynapse to provide the Housecall & Teleconsultation Services and has accepted the Client’s Booking Request.
  5. This Agreement sets out the obligations of each Party in connection with the provision of the Booked Services (as hereinafter defined).

THE PARTIES AGREE AS FOLLOWS:

 

  1. DEFINITIONS AND INTERPRETATION
    1. For the purpose of this Agreement, the following terms shall have the following meanings
    2. The agreement” means this agreement together with the Schedules hereto, which may be amended from time to time, as agreed in writing by the Parties together with the Booking Request accepted by the Medical provider;
      1. “Booked Service Duration” means the estimated amount of time the Medical provider will require to carry out the Booked Services as set out in the Booking Request;
      2. “Booked Service Fee” means the fee payable by the Client for the Booked Services;
      3. “Booked Service Location” means the address where the Booked Services are to be carried out as set out in the Booking
      4. “Booked Services” means the In-home Care Services that the Client has requested in its Booking Request and which has been accepted by the Medical provider;
      5. “Booking Request” means the request made by a Client on the Platform for the Booked Services which are to be carried out at the Booked Service Location at the Scheduled Booking Time;
      6. “Medical provider” means the Medical provider proposed by Skynapse to provide the In-home Care Services who has accepted the Client’s Booking Request;
      7. “Client” means the client who has registered with the Platform and submitted a Booking Request;
      8. “Database” means the database compiled by the Company relating to independent Medical providers with specific skills required to deliver the required services;
      9. “Dispute Period” means the period of seven (7) working days following the completion of the Booked Services;
      10. “Housecall & Teleconsultation Services” means the Housecall & Teleconsultation services set out on the Platform and which are available to be performed by Medical providers;
      11. “Medical Consumables” means the consumable products required by the Medical provider to perform the Booked Services;
      12. “Payment Agent” means the third party escrow and payment agent engaged by Skynapse to collect the Booked Service Fee and to process and remit payments to the Medical provider;
      13. “Scheduled Booking Time” means the time and date the Booked Services are to be undertaken by the Medical provider as set out in the Booking Request;
      14. “Tax” means goods and services tax or any other taxes or payments which may be imposed by authorities in Malaysia; and
      15. “Website” means http://www.healp.com.my/, associated Skynapse mobile phone applications and Skynapse technology tools.
  1. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
  2. Unless otherwise indicated, any reference in this Agreement to a Clause or Schedule refers to specific Clause of, or Schedule to this Agreement.
  3. References to any statute or statutory provision are to be construed as a reference to the same as it may from time to time be, amended, modified or re-enacted.
  4. Words denoting the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders and vice versa.

 

2.SERVICES TO BE PROVIDED AND RELATIONSHIP OF THE PARTIES

      1. The Medical provider shall provide the Booked Services at the Scheduled Booking Time and Booked Service Location.
      2. The Parties acknowledge that the Medical provider is engaged directly by the Client as an independent contractor and nothing in this Agreement shall be construed as creating an employer-employee relationship between the Parties. The Parties further acknowledge that the Medical provider is not an agent or partner (through a joint-venture or otherwise) of Skynapse and is not authorised to make any representation, contract or commitment on behalf of Skynapse.

 

  1. OBLIGATIONS OF THE MEDICAL PROVIDER
      1. The Medical provider agrees to:
        1. deliver and complete the Booked Services;
        2. provide the Booked Services with reasonable care and skill;
        3. take all necessary steps to avoid any loss and/or damage to the Client’s property; and
        4. utilise the Booked Service Duration effectively and efficiently in providing the Booked Services.
      2. If the Booked Services performed by the Medical provider are not up to a standard reasonably required of a Medical provider or if there is any damage caused to the Client by the Medical provider (the “Client Dispute”), the Client shall notify Skynapse of the Client Dispute within the Dispute Period. Skynapse shall inform the Medical provider of the Client Dispute and the Medical provider shall arrange, via Skynapse, a date and time mutually agreed with the Client (in no event later than 7 days after the Client Dispute is raised unless otherwise agreed by the Client) to complete the Booked Services or rectify the Booked Services to a reasonable standard at the Booked Service Location. No additional payment will be charged to the Client for the performance of any rectification services in satisfaction of a Client Dispute. Booked Services will not be deemed to be completed (and an invoice will not be issue to the Client for payment) until a Client Dispute has been resolved.

 

  1. OBLIGATIONS OF THE CLIENT
      1. The Client shall:
        1. do all things which are reasonably necessary to enable the Medical provider to perform the Booked Services in an efficient manner;
        2. provide the Medical Consumables which are necessary to enable the Medical provider to perform the Booked Services;
        3. provide a safe environment for the Medical provider to provide the Booked Services;
        4. notify Skynapse of any damage caused by the Medical provider as soon as practicable, but in any event, within the Dispute Period; and
        5. ensure that the Booked Service Location is at a private residential property and not an office or a place of business (except where the care services involve escort services).

 

  1. PAYMENT OF BOOKED SERVICE FEES
      1. The Client shall pay the Booked Service Fee for the Booked Services.
      2. The Client agrees to allow the Payment Agent to process payment by bank transfer or the Client’s credit card automatically in an amount equal to the Booked Service Fee prior to the completion of the Booked Services. The Payment Agent will remit payment to the Medical provider (less any payment made to Skynapse) following the completion of the Booked Services.

 

  1. CHANGES, CANCELLATIONS AND REFUNDS
      1. If the Client cancels a Booking Request within seven (7) days of the Scheduled Booking Time, but at least twenty-four hours before the Scheduled Booking Time, the Client will be charged a fee per cancellation.
      2. In the event the Medical provider is unable to perform the Booked Services at the Scheduled Booking Time, this Agreement shall be terminated. Payment shall be refund.
      3. In the event the Client is unable to show up the Booked Services at the Scheduled Booking Time, this Agreement shall be terminated. Payment is not refundable.

 

  1. TERM AND TERMINATION OF AGREEMENT
      1. This Agreement shall commence on the date set out at the beginning of this Agreement and will continue until terminated:
        1. in accordance with Clause 6;
        2. by either Party by giving written notice to the other Party following a material breach of this Agreement by the other Party.
      2. Termination of this Agreement, however arising, shall not affect either Party’s rights and remedies that have accrued as at termination.

 

  1. FORCE MAJEURE
      1. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

 

  1. CONFIDENTIALITY
      1. Each Party shall keep in strict confidence all information of a confidential nature which has been disclosed to it by the other Party. This Clause shall survive termination of this Agreement.
  1. General
    1. All amounts payable pursuant to this Agreement are expressed in and shall be paid in Ringgit.
    2. All rights and remedies of the Parties are separate and cumulative, and none of them, whether exercised or not, shall be deemed to be to the exclusion of any other rights or remedies or shall be deemed to limit or prejudice any other legal or equitable rights or remedies which either Party may have.
    3. The waiver by a Party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).
    4. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or party-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement
    5. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by facsimile transmission or mailed by prepaid registered mail addressed to the Parties at their addresses set out at the beginning of this Agreement or to such other address as each Party may from time to time specify by notice given to the other in accordance herewith. Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if personally delivered, or if delivered by facsimile transmission or mailed as aforesaid, upon the date shown on the facsimile confirmation of receipt or on the postal receipt as the date upon which the envelope containing such notice was actually received by the addressee.
    6. Neither Party shall be entitled to assign or otherwise part with the whole or part of the benefit of this Agreement without the consent of the other Party.
    7. No amendment of this Agreement will be effective unless made in writing and signed by the Parties.
    8. This Agreement, together with the Booking Request accepted by the Medical provider, constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.
    9. This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
    10. This Agreement may be executed in one or more counterparts and all such counterparts when executed and taken together will constitute this Agreement.