Terms of Use (Healthcare Facilities)

1. Introduction

1.1 Welcome to Worq Health, the marketplace to connect healthcare professionals (“Users”) with healthcare facilities (“Clients”) who are looking to engage individuals to assist them with healthcare services.

1.2 This Worq Health website available at www.worqhealth.com and/or application (our “Platform”) are owned and operated by Worq Pte. Ltd., a company incorporated in Singapore. Any reference to “Worq”, “we” or “us” on our Platforms should be regarded as a reference to Worq Pte. Ltd. Further, any reference to “you” or “your” should be regarded as a reference to you and/or the organisation for which you are using our Platforms and/or Services.

1.3 The following terms and conditions (these “Terms”) govern your access and use of our Platforms and the use of our services made available through our Platforms (our “Services”). Please note that our Privacy Policy and other guidelines posted on the Platform are also incorporated by reference here. Please read these Terms carefully.

2. Acceptance and Disclosure

2.1 By downloading, browsing, accessing and/or using our Platform or registering for and/or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must stop using and/or accessing our Platform and/or Services.

2.2 In using our Platforms and/or Services, you hereby agree to access and/or use our Platforms and/or Services only for lawful purposes and in a lawful manner at all times and further agree to comply with all guidelines, notices, operating rules, policies and instructions pertaining to the use of our Platforms and/or Services, as amended from time to time.

3. Eligibility

3.1 You are ineligible to use our Services if you:

1. are suspended by us from using the Platform; or
2. are not authorized by your organisation to have access to the Platform

3.2 Worq may, in our sole discretion and without liability:

1. refuse to allow you to set up an Account;
2. allow access to and use of certain parts of the Platform subject to conditions or requirements (including Reliability Rating);
3. terminate these Terms; and/or
4. prohibit you from using our Services if you engage in conduct we do not accept under paragraph 4.

4. Platform Code of Conduct

4.1 When you use our Services, we expect you to abide by a certain standard of behaviour.

4.2 You must take reasonable steps to ensure that your Authorised Users do not, whether directly or indirectly:

1. do, or attempt to do, anything that is unlawful or prohibited by any Laws which apply to our Services or your use of the Platform and/or Services;
2. use our Platform to send unsolicited messages;
3. use our Platform to discriminate against others (especially when based on race, religion, gender, sexual orientation, age, disability, ancestry or national origin) or in a manner which would or would likely incite, promote or support such discrimination or promote hostility or violence;
4. use our Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted or send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages;
5. introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
6. engage in offensive or inappropriate conduct or do, or attempt to do, anything which we would reasonably consider inappropriate; or anything which might bring us or our Platform and/or Services into disrepute;
7. use and access our Platform and/or Services in any way that damages, interferes with or interrupts the supply of our Services;
8. carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
9. use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform and/or Service or interfere with any user using our Platform;
10. tamper with or modify our Platform, knowingly transmit viruses or other disabling features, or damage or interfere with our Platform, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Platform;
11. circumvent user authentication or security of any of our Services, networks, accounts or hosts or those of our other users;
12. facilitate or assist a third party to do any of the above acts; and/or
13. use our Services (including the Platform) in any way that competes with our business. If you breach this term, we will hold you responsible for Liability we suffer, and hold you accountable for any profits that you may make from non-permitted use.

4.3 If we reasonably believe that you are using our Services to engage in the above prohibited conduct, we may forthwith permanently or temporarily terminate or suspend your access to our Platform and/or Service without Liability. This paragraph will survive the termination or expiry of these Terms.

5. Relationship

5.1 Nothing in these Terms creates an exclusive relationship between you and us, and we may, at any time, enter into arrangements with any other individual or entity to provide the same or similar goods or services as our Services. These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

5.2 You must not use our Platform to find another party and then seek to circumnavigate our Platform in order to avoid the obligation to pay any fees related to our provision of our Services.

6. Account Registration and Use

6.1 In order to use our Services, you will be required to register for an account with us, and through such process, provide the company data (including but not limited to the company/business registration number, official address and contract person’s name and email address, and such other information we may require to perform our Services, which will be associated with such account. We may, at any time in our sole and absolute discretion, request that you update the aforesaid data forthwith failing which we may invalidate your account without giving any reason or prior notice and shall not be liable or responsible for any losses suffered by you or caused by or arising out of or in connection with or by reason of, whether directly or indirectly, such request or invalidation. Each Client may only register for one (1) account with us. By registering for an account with us, you authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your account information.

6.2 In respect of the use of the Platform and/or Services, you hereby represent, warrant and agree that:

1. in respect of such personal data and/or corporate data, the particulars provided during registration are accurate and complete as of the date of registration;
2. you will not use the Services, including the Platform Content, in any way that competes with our business;
3. you have full legal capacity, right, authority and power to enter into these Terms and to perform your obligations under these Terms. If you (a Client) are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms. All Authorised Users and Account Owners have the required authority to represent you;
4. these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms;
5. you will provide all assistance, information and documentation necessary to enable us to provide the Services;
6. all information and documentation (including User Content) that you provide to us in connection with these Terms is true, correct and complete;
7. you are a registered entity, all information provided is accurate and complete and not misleading in any manner;
8. you use the Services at your own risk and you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Platform is or will be fit or suitable for your particular purposes);
9. you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether a User is or will be fit or suitable for your particular purposes, whether the Engagement is or will be fit or suitable for your particular purposes, or as to the accuracy of any Reviews, Reliability Rating or Match Scores). You agree that you are solely responsible for engaging a User;
10. you will comply with our conduct requirements under paragraph 4;
11. you will be responsible for the use of the Platform, and you must ensure that no person uses the Platform: (1) to break any law or infringe any person’s rights (including Intellectual Property Rights) (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or (3) in any way that damages, interferes with or interrupts the supply of the Platform.

6.3 Undertakings. In respect of your account, you hereby agree and undertake:

1. to keep the username and password and assigned to your account strictly confidential;
2. to be responsible for all activity on your account including the security of your account and liable for any activity on your account including the disclosure or use (whether such use is authorised or not) of your username and/or password;
3. to not allow others to access or use the Platforms and/or Services with your username and password (save for your Authorised Users);
4. to notify us immediately if (i) you have knowledge or suspect that the confidentiality of your username and/or password has been compromised; (ii) there has been any unauthorised use of your username and/or password; or (iii) your personal data needs to be updated;
5. to maintain and promptly update your registered personal data to ensure that it is accurate, current and complete;
6. to not promote illegal activities or violate applicable law;
7. to not post, store or transmit any content that (i) you do not have a right to post under any law or under contractual or fiduciary relationships; (ii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iii) poses or creates a privacy or security risk to any person; (iv) constitutes unsolicited or unauthorised advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; or (v) is otherwise objectionable in our sole judgment;
8. to not to modify, adapt or hack the Platforms and/or Services, or otherwise attempt to gain unauthorised access to the Platforms and/or Services or its related systems or networks; and
9. that it is your responsibility to make your own investigations and receive professional advice on the information, insurance, and/or licences you require and/or provide.

6.4 Suspension. We shall have the right, but no obligation, to suspend, disable, or delete your account at our sole discretion in the event that you breach any of these Terms.

6.5 Responsibility / Indemnity. You shall be responsible for and be bound by any use of our Platforms and/or Services through your account (whether such use is authorised by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. We shall not be liable to you for any losses whatsoever or howsoever caused arising directly or indirectly from the unauthorised use of your account. You further agree to fully indemnify us against any damage, claims, costs or losses whatsoever or howsoever caused attributable to any use of our Platforms and/or Services through your account.

6.6 Use of Electronic Device / Internet. You agree and acknowledge that in order to use our Platforms and/or Services and several functions related thereto, you will be required to use an electronic device with connection to the Internet which we shall not be responsible to provide. You shall be wholly responsible for arranging for your own use of an electronic device with connection to the Internet and any applicable charges which you may incur arising from such use.

7. Authorised Users and Account Owners

7.1 You may grant permission to authorised users to access or use the Platforms and/or Services with your username and password (the “Authorised Users”) and grant authority to authorised representatives (the “Account Owners”) to make decisions in relation to the Account (including payment decisions) which will be deemed as binding on the Client. Each Authorised User will be required to have his own separate log-in details.

7.2 All Authorised Users are bound by and must comply with these Terms and understand and agree:

1. that access privileges are set by the Client and/or the Account Owner and that Authorised Users may only be able to access certain parts of the Platform and/or Services;
2. to comply with the account permissions given by the Client and/or the Account Owner and the continued access and/or use of the Platform and Services will be deemed as acceptance of the Terms; and
3. that in the event the Authorised Users do not agree to the appointment as an Authorised User, to notify us and the Client immediately.

7.3 Client is responsible for all activity on the account, including, activity by the Authorised Users and for ensuring that all activities on the Account by the Authorised Users comply with these terms. Client agrees that we are not responsible for the management or administration of the Authorised Users.

7.4 Account Owners will have full permission to view and modify the profile, rates of pay, payment settings and access privileges of Authorised Users, including inviting and removing Authorised Users from the Account. The Account Owners are responsible for the compliance of the Terms and use of the Platform and/or Services by the Authorised Users.

8. Using the Platform

8.1 After an Account is created, you may curate a profile (the “Profile”) which would be visible to all Users on the Platform and will allow you to create posts on the Platform to advertise required Healthcare Services and/or assignments to be performed (the “Request”).

8.2 Each Request must include sufficient details as requested by our Platform to ensure an accurate and complete description of the Healthcare Services required and details of the Engagement. By posting a Request on the Platform, the Client confirms that it is legally entitled to and capable of accepting the services described in the Request and the details of the Request are true and accurate. The Request is visible to all Users on the Platform who match the requirements of the Request, which may include geographical location.

8.3 A User with an Account and Profile can review the Request, communicate both publicly and privately with the Clients and respond to the Request through the Platform. If a User is interested in providing the Healthcare Services identified in the Request, the User must apply to provide the requested Healthcare Services (the “Application”). Each Application must include the information required by our Platform and be made prior to the timeframe of the shift set out in the Request (if any). By submitting an Application, a User confirms that it is legally entitled to enter into that relationship and to accept the terms of the Request and that it intends to provide the Healthcare Services set out in the Request.

8.4 A Client can accept or reject an Application via the Platform. An Engagement is formed if an Application is accepted by a Client via our Platform.

9. Review

9.1 After the Engagement is completed, we require each party to provide a review of their experience with the other party (the “Review”). A Review is visible on both Client and User Profiles and will remain viewable until the relevant Account is removed or terminated. If you submit a Review, you agree to provide true, fair and accurate information in your Review. You can write a Review about a User if you (a) engaged the User through the Platform; or (b) you can otherwise document your interaction with the User in relation to the Platform, including via correspondence. You are encouraged to be specific and factual when writing your Reviews and you must not receive any incentives from Users to write a Review. Incentives include offering you a gift, reward, discount or advantage for writing a Review. If we consider that a Review is untrue, unfair, inaccurate, offensive, inappropriate, false, misleading, or discloses confidential information, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by Law, we are not responsible for the content of any Reviews and accept no Liability for your reliance on a Review.

9.2 As part of the Review process, the Platform will generate a rating for each Client and User which is determined based on cancellation of Engagements within 48 hours of Shift start time (the “Reliability Rating”). A minimum number of 50 Shifts must have been completed for a Reliability Rate to be generated and only the 50 most recent Shifts are included in the score. Reliability Ratings are visible on both Client and User Profiles. Reliability Ratings are generated through algorithms available on our Platform and we do not undertake to review any Reliability Rating. To the maximum extent permitted by Law, we are not responsible for the generation of a Reliability Rating and accept no Liability for any detriment incurred based on a Reliability Rating or the reliance on a Reliability Rating.

9.3 As part of the Review process, the Platform will generate a score for User to give an indication of a User’s match for a particular Request (the “Match Score”). Match Scores are visible by both the Client and the User, and rely on the information provided in the User Profile and requirements of the Client, as well as Shift history data, Reviews and Reliability Rating. Match Scores are generated through algorithms available on our Platform and we do not undertake to review each Match Score. The Match Score is indicative only and suitability for a role should be clarified in the Profile information. To the maximum extent permitted by Law, we are not responsible for the generation of a Match Score and accept no Liability for any detriment incurred by the User based on a Match Score or the User’s reliance on a Match Score.

10. Cancellation Policy for Engagements

10.1 A User may cancel an Engagement before the commencement of the Engagement via the Platform. A User may cancel an Engagement at any time. If the User needs to cancel an Engagement, the User must indicate via the Platform and the Platform will be updated to notify the Clients as soon as reasonably possible. Cancellation may affect a User’s Reliability Rating.

10.2 A Client may cancel an Engagement before the commencement of the Engagement via the Platform. A Client may cancel an Engagement at any time. If the Client needs to cancel an Engagement, the Client must indicate via the Platform and the Platform will be updated to notify the User as soon as reasonably possible. Cancellation may affect a Client’s Reliability Rating.

10.3 In the event an Engagement was not successfully cancelled and a User or Client is unable to perform the Healthcare Services under the Engagement or receive Healthcare Services, the Engagement will be deemed cancelled under the following situations:

1. no show by the User at an agreed Shift for any reason whatsoever;
2. inability of the User to perform a Shift for any reason whatsoever including illness, injury or personal circumstances;
3. attempted cancellation by either Client or User; and
4. where one party makes reasonable attempts to contact the other party in order to fulfil their obligations under the Engagement and those attempts are unsuccessful or unanswered.

In the circumstances of a Deemed Cancellation, we will give you as appropriate as much notice as reasonably possible based on notification to us by the relevant cancelling party.

10.4 You agree that we will have no obligation to any party in respect of a Cancellation or Deemed Cancellation by the other party.

11. Payments

11.1 Any fees that we charge for access to the Platform and/or Services are due immediately (or by such period specified in the relevant invoice) and are non-refundable (“Service Fee”). This no-refund policy shall apply at all times regardless of the decision to terminate access to the Platform or disruption caused to our Services whether planned, accidental or intentional, or any reason whatsoever.

11.2 We retain the right to suspend the processing of any transaction where we reasonably believe that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the Terms in this Agreement. In such an event, you shall not hold us liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.

11.3 Worq may, at our sole discretion, make promotional offers with different features and different rates on the Platform to any of the Users.

12. Identity Verification

12.1 We make no warranties, representations or guarantees of any kind, whether express or implied, or whether under these Terms, under statute or on any other basis, in relation to or connected with:

1. the accuracy, legitimacy, validity, credibility or authenticity of any users on the Platform;
2. the performance of any identify checks or that any identity checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future; and
3. to the maximum extent permitted by law, we accept no responsibility and exclude all liability arising from, or connected with, the identity checks, or any use of or reliance on identity checks.

12.2 Any verification of User on the Platform is not an endorsement or recommendation that the User is trustworthy or suitable or that the User’s Profile is true and correct. Clients should do their own due diligence before relying on a User’s Profile. We accept no responsibility or Liability, and you waive and release us from any and all Liability in respect of any identity checks.

13. User Content

13.1 You may (a) post, upload, publish, send or receive relevant content and information, including personal data on or through our Platform (the “User Content”); and/or (b) access and view your User Content and the User Content of other users.

13.2 You agree that you are solely responsible for the User Content that you make available on or through our Platform. You represent and warrant that:

1. you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms;
2. neither the User Content nor the posting, uploading, publication, sending or receiving of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and
3. your User Content and personal information may be transferred outside of Singapore.

13.3 You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sub licensable and transferable right and licence to use, view, distribute, communicate, copy, store, modify and exploit in any manner your User Content. Without limitation to the foregoing, you agree that we may use your User Content to:

1. perform our obligations under these Terms including to provide Services to you or other users of the Platform;
2. diagnose problems, enhance and otherwise modify our Services;
3. develop other services, provided we de-identify the User Content.

13.4 If you use the User Content of others available on our Platform, you agree that we assume no responsibility or Liability for your use of the User Content and we do not make any representations or warranties in respect of any User Content you rely upon.

13.5 We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content. Despite anything to the contrary, to the maximum extent permitted by Law, you agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with the User Content you make available or use on or through the Platform, including as a result of an Intellectual Property Breach.

13.6 This paragraph will survive the termination or expiry of these Terms.

14. Content

14.1 Through the use of our Services, you have access to information and materials available on our Platform (“Platform Content” and together with the User Content is referred to as the “Content”). Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to access and view the Content in accordance with these Terms. All other uses are prohibited without our prior written consent.

14.2 You must not, without our prior written consent or except as expressly permitted by these Terms, (1) copy or use, in whole or in part, any Content; (2) reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or (3) breach any Intellectual Property Rights connected with the Content, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.

14.3 You agree that the Content is not comprehensive and is for general information purposes only. It does not consider your specific needs, objectives or circumstances, and our Services do not constitute legal, financial, merger, due diligence or risk management advice. Any person seeking to use the Content or our Services should prior to relying on it independently verify and check the currency, accuracy, completeness, reliability and suitability of that information including the Content.

14.4 While we use reasonable attempts to ensure the accuracy and completeness of the Content, to the extent permitted by law, we make no representations or warranty as to the accuracy, currency, completeness or suitability of the Content. The Content is subject to change without notice. We do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or out-of-date. To the maximum extent permitted by Law, we accept no Liability, and you waive and release us from any Liability and for any damage caused by your reliance on Platform Content or any unauthorised use. Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.

14.5 This paragraph will survive the termination or expiry of these Terms.

15. Intellectual Property

15.1 The intellectual property rights comprised in and used in conjunction with our Platform, the materials contained therein and all other content and materials created by us in relation to the Platforms and/or Services including the Content, feedback, reviews and analysis posted on the Platform (“Intellectual Property”) are owned, licensed to or controlled by Worq, its licensors and/or its service providers (“Intellectual Property Rights”). We reserve the right to enforce our Intellectual Property Rights to the fullest extent provided under applicable law. You acknowledge that no title to the Intellectual Property transfers to you as a result of your use of the Platforms and/or Services. You further acknowledge that title and full ownership rights to the Platforms and/or Services will remain the exclusive property of Worq and you will not acquire any rights to the Platforms and/or Services. You are not permitted to disseminate any information that is made available to you through your use of the Platforms and/or Services, including any username and/or password. Any rights not expressly granted herein are reserved.

15.2 Prohibited Acts. As a user of our Platforms, you hereby agree and undertake not to:

1. distribute, sell, license or sub-license, let, trade or expose for sale the Intellectual Property Rights to any third party;
2. extend to any use contrary to any restriction set out herein or otherwise in a way that is not otherwise provided for herein;
3. conceal, modify, remove or destroy in any way any of our proprietary markings or in the Intellectual Property including without limitation any copyright notices or confidential legends placed upon or contained within the Intellectual Property or any related materials and documentation; or
4. reproduce, reverse engineer, decompile, disassemble, separate, alter, distribute, republish, display, broadcast, hyperlink, mirror, frame, transfer or transmit in any manner, store in an information retrieval system, or install on any servers, system or equipment without our prior written consent or that of the relevant owners.

15.3 Intellectual Property Rights. The Intellectual Property Rights used on our Platforms are registered and unregistered Intellectual Property Rights of Worq, its licensors and/or its service providers. Save as otherwise provided herein, you shall not acquire in any way, any title, rights of ownership or Intellectual Property Rights of whatever nature in the same or in any copies and nothing on the Platforms and/or these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Intellectual Property Rights displayed on our Platforms, without our prior written consent or that of the relevant owners.

15.4 Confidentiality. As a user of our Platforms, you hereby acknowledge and understand that the Intellectual Property contains confidential and proprietary information and you shall:

1. not provide or otherwise make any of the Intellectual Property Rights available for any reason to any other person except as permitted under these Terms or otherwise in accordance with our express written consent;
2. keep confidential the Intellectual Property Rights and limit access to the same to those of its representatives who either have a need to know or who are engaged in the use of the same; and
3. ensure that all relevant representatives are advised that the Intellectual Property Rights constitute our confidential and proprietary information and all Intellectual Property Rights therein are our property and that they owe a duty of confidentiality to us.

15.5 This paragraph will survive the termination or expiry of these Terms.

16. Licence

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our Platform on your personal device(s) and access and view any Content solely in accordance with these Terms (the “Licence”). You agree that the Licence permits you to access and use our Services in accordance with these Terms. All other uses are prohibited without our prior written consent of Worq.

17. Indemnities

17.1 You shall be responsible for and be bound by any use of our Platform and/or Services through your account (whether such use is authorised by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. We shall not be liable to you for any losses whatsoever or howsoever caused arising directly or indirectly from the unauthorised use of your account. You further agree to fully indemnify us against any Liability, damage, claims, costs or losses whatsoever or howsoever caused attributable to any use of our Platforms and/or Services through your account including but not limited to (a) any breach of the warranties given by you in these Terms; (b) any breach of our Intellectual Property Rights by you; and (c) any loss or damage caused, contributed to or suffered by a User while performing Healthcare Services for you.

17.2 These indemnities are continuing obligations, independent from the other obligations under these Terms, and they continue after these Terms end. It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms. This paragraph will survive the termination or expiry of these Terms.

18. Limitation of Liability

18.1 No Representations or Warranties. Our Platforms, Services and the materials contained therein are provided on an “as is” and “as available” basis. No representations or warranties of any kind, implied, express or statutory are given in conjunction with our Platforms, our Services and the materials contained therein. We do not manage monies received by us and do not undertake any form of regulated activities unless otherwise expressly stated. Without prejudice to the generality of the foregoing, we do not warrant:

1. the accuracy, timeliness, adequacy, commercial value or completeness of our Platforms or our Services, and expressly disclaim any liability for errors, delays or omissions in the materials contained therein, or for any action taken in reliance on the materials contained therein;
2. the results obtained from the use of our Platform and/or Services;
3. any information provided by third parties and accessible on or through the use of the Platform and/or Services;
4. that your use of our Platforms or our Services will be uninterrupted, timely, secure or free from errors or that any identified defect will be corrected; and
5. that our Platforms, our Services and the materials contained therein are free from any virus or other malicious, destructive or corrupting code, agent, program or macros.

18.2 Risks of Electronic Transmission. We do not warrant that any information, instructions and/or communications transmitted by you through our Platforms or our Services are secure and cannot be accessed by unauthorised third parties, and you accept the risk that any information transmitted or received through our Platforms or our Services may be accessed by unauthorised third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.

18.3 Exclusion of Liability. You assume full responsibility and risk of loss you may suffer as a result of using and/or accessing our Platform and/or Services and under no circumstances shall Worq Health or its affiliates, officers, employees, agents and/or partners be liable to you for any loss, damages or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) whatsoever or howsoever caused arising directly or indirectly in connection with:

1. your or your personnel’s acts or omissions including but not limited to any information (including User Content) provided to us to enable us to provide our Services;
2. any use or Platform or our Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;
3. any aspect of the Client and User interaction including the description of the Healthcare Services requested or offered, the suitability of the Client or User, the performance of Healthcare Services offered by the User, the monitoring of the User by the Client, the facilities offered by the Client or your reliance on any Reviews, Reliability Rating or Matched Scores;
4. any payment or non-payment of the Engagement Fees by the Client;
5. any works, services, goods, materials or items which do not form part of our Services (as expressed in these Terms), or which have not been provided by us;
6. the conduct of any other users of our Platform and we will have no Liability for any acts of omissions of any other user;
7. any third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of our Services may be contingent on, or impacted by;
8. any delay in us providing our Services to you;
9. any event outside of our reasonable control including a Force Majeure Event;
10. information or prices or any errors or omissions of information or prices published on or furnished through the Platform and/or Services;
11. any access to, use of and/or inability to access and/or use our Platforms or our Services;
12. reliance on any data or information made available through our Platforms or our Services;
13. any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
14. actions, omissions, default, performance of or by or use of services of or in connection with third parties including websites, client counterparties or service providers; and
15. any access to and/or use of any other website or webpage linked to our Platforms, even if Worq Health, its officers, agents, or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

18.4 This paragraph will survive the termination or expiry of these Terms.

19. Insurance

19.1 You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the insurance you require as a Client. As a Client you further acknowledge and accept that it is your responsibility to confirm the insurance coverage of any User you appoint in respect of an Engagement. We accept no responsibility or Liability, and you waive and release us from any and all Liability in respect of any matters of insurance of a Client or a User on the Platform.

19.2 Prior to the provision of the Healthcare Services, we strongly encourage Client to have adequate insurance to cover: (a) loss or damage to your property or the property of any other persons which may be operated, used or handled by the relevant personnel; and (b) death or personal injury (to your personnel or any other person) caused or contributed to by the relevant personnel.

19.3 Prior to the provision of the Healthcare Services, we strongly encourage User to have adequate insurance to cover: (a) loss or damage to your property or the property of any other persons which may be operated, used or handled by the User; and (b) death or personal injury (to your personnel or any other person) caused or contributed to by you (the User); and (c) professional indemnity insurance covering any negligence by you.

20. Consent

20.1 In respect of any personal data (as defined in the Personal Data Protection Act 2012 of Singapore (“PDPA”)) that you may provide or that we may collect in connection with the provision of services to you and to the extent that your consent is required under law, you hereby consent to and authorise us to collect, use, share with and/or disclose to third parties, any information provided by you (including any personal data) for some or all of the following purposes:

1. to facilitate your use of our Platforms and/or Services;
2. to process your request which is submitted through our Platforms;
3. to update you on the status of your request application and for customer support purposes;
4. to administer your account including to (i) audit the downloading of data from our Platforms; (ii) improve and/or customise the layout and/or content of the pages of our Platforms; (iii) identify visitors on our Platforms; (iv) carry out research on user demographics and behaviour; and (v) provide you with information, offers, deals, and/or marketing or promotional materials which you may find useful or have requested from us;
5. to conduct market research and analysis and produce aggregate statistical data and reports relating to the same for third parties provided that such information is anonymised and aggregated before sharing; and
6. to governmental, regulatory or law enforcement authorities in exceptional circumstances such as when there are grounds to believe that the disclosure is necessary to prevent a threat to life or health, for law enforcement purposes, or for fulfilment of legal and regulatory requirements and requests.

20.2 You further understand, acknowledge and agree that where you are using our Services in any jurisdictions outside Singapore, the transfer of your personal data records to these jurisdictions may be necessary to give effect to your instructions and that you request and consent to our so transmitting your personal data outside Singapore. Personal data may therefore be exported to, processed and accessed in countries whose laws provide a different level of protection, which may not necessarily be comparable to that provided in Singapore.

20.3 You may withdraw your consent to our continual use and/or disclosure of any information provided by you (including any personal data) for any of the purposes and in the manner stated above at any time by contacting us at our e-mail address below. Please note that if you withdraw your consent to our use and/or disclosure of such information, depending on the nature of your withdrawal, we may not be in a position to continue to provide our Services to you. In such an event, our rights are expressly reserved.

21. General

21.1 Cumulative Rights / Remedies. Unless otherwise provided in these Terms, the provisions of these Terms and our rights and remedies hereunder are cumulative and not exclusive of any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy shall operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.

21.2 No Waiver. No failure or delay to enforce these Terms shall operate as a waiver of thereof, and such failure or delay shall not affect our rights to subsequently enforce these Terms.

21.3 Severability. If at any time any provision of these Terms shall be or become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such provision was severed from these Terms.

21.4 Rights of Third Parties. A person or entity who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 2001 or any similar legislation in any jurisdiction to enforce any of these Terms. For the avoidance of doubt, nothing in this paragraph shall affect the rights of any permitted assignee or transferee of these Terms.

21.5 Governing Law. The use of our Platforms and/or Services and these Terms shall be governed by, and construed in accordance with, the laws of Singapore and you hereby submit to the exclusive jurisdiction of the Singapore courts.

21.6 Injunctive Relief. We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.

21.7 Amendments. We may by notice through our Platforms or by such other method of notification as we may decide in our sole and absolute discretion, vary the terms and conditions of these Terms, such variation to take effect on the date we specify through the above means. If you use our Platforms and/or Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop accessing and/or using our Platforms and/or Services and terminate these Terms.

21.8 Correction of Errors. Any typographical, clerical or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part.

21.9 Entire Agreement. These Terms shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

21.10 Binding & Conclusive. You acknowledge and agree that any records maintained by us or our service providers relating to or in connection with our Platforms and/or Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and shall not be challenged or disputed as to their admissibility, reliability, accuracy or the authenticity merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights to so object.

21.11 Sub-Contracting and Delegation. We reserve the right to delegate or sub-contract the performance of any of the functions in our Platforms and/or Services and reserve the right to use any service provider, subcontractor and/or agent on such terms as we deem appropriate.

21.12 Assignment. You may not assign your rights under these Terms without our prior written consent. We may assign our rights under these Terms to any third party.

21.13 Force Majeure. We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under these Terms (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the contents of our Platforms and/or Services if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.

22. Contact Information

If you wish to withdraw your consent to our use of the information provided by you (including any personal data), request access and/or correction of such information, have any queries, comments or concerns, or require any help on technical or cookie-related matters, you may reach us (and our Data Protection Officer) at [email protected].

23. Confidentiality

23.1 As a user of the Platform and/or Services you must (a) keep confidential; and (b) not use or permit any unauthorised use of the Confidential Information.

23.2 This does not apply where: (a) the information is in, or comes into, the public domain (other than by a breach of this paragraph or any other duty of confidence owed by you); (b) the you had prior written consent from us (including the consents given for Profile disclosures under these Terms); (c) the disclosure is required by Law; (d) the disclosure is required in order for you to comply with its obligations under these Terms; or (e) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that you ensure the adviser complies with the terms of this paragraph.

23.3 You acknowledge and agree that monetary damages may not be an adequate remedy for a breach of this paragraph. We are entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this paragraph.

23.4 This paragraph will survive termination or expiry of these Terms.

24. Definitions

Within these Terms of Use, unless otherwise defined, these terms are defined as:

“Account” means a unique account created for you to access our Service or parts of our Service.

“Application” has the meaning ascribed to it under paragraph 8.3.

“Content” means information and materials available on our Platform being together User Content and Platform Content.

“Confidential Information” includes information which: (a) is disclosed to the Client or the User in connection with these Terms or an Engagement at any time; (b) is prepared or produced under or in connection with these Terms or an Engagement at any time; (c) relates to the business, assets or affairs of Worq; (d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms including an Engagement; (e) whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Client or User receives that information.

“Engagement” means an engagement by the Client of the User to provide Healthcare Services which will occur when an application for services is accepted by a Client via the Platform.

“Engagement Fees” means the total amount payable by the Client to the Company for the provision of the relevant Healthcare Services by the relevant User based on the Hourly Fee.

“Force Majeure Event” means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

“Hourly Fee” means the hourly fee as set out on the Platform.

“Healthcare Services” means any (a) assessment, diagnosis, treatment, prevention or alleviation of an ailment, a condition, disability, disease, disorder or an injury affecting any part of the human body or mind; (b) nursing or rehabilitative care of an individual suffering from an ailment, a condition, disability, disease, disorder or an injury; (c) assessment of the health of an individual; or (d) any other service of a medical or healthcare nature that may be provided by any User from time to time;

“Intellectual Property” has the meaning ascribed to it under paragraph 15.1.

“Intellectual Property Rights” has the meaning ascribed to it under paragraph 15.1.

“Liability” means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

“Laws” means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant party in connection with these Terms or the provision of our Services.

“Match Score” has the meaning ascribed to it under paragraph 9.3.

“Platform” has the meaning ascribed to it under paragraph 1.2.

“Platform Content” has the meaning ascribed to it under paragraph 14.1.

“Privacy Policy” means our privacy policy which is available on our website (https://worqhealth.com/privacy.html).

“Profile” has the meaning ascribed to it under paragraph 8.1.

“Reliability Rating” has the same meaning ascribed to it under paragraph 9.2.

“Review” has the same meaning ascribed to it under paragraph 9.1

“Request” has the meaning ascribed to it under paragraph 8.1.

“Services” has the meaning ascribed to it under paragraph 1.3

“Shift” means an agreed time period for the performance of Healthcare Services by User under an Engagement.

“Systems” mean all hardware, software, networks, and other IT systems used by a Party from time to time, including a network.

“User Content” has the meaning ascribed to it under paragraph 13.

“User” is an individual (Healthcare professional) who downloads and creates an account in the Platform.