This Agreement is made by and between the Care Specialist and 365 Healthcare Pte Ltd (“Company”) and takes effect from the date that the Care Specialist accepts a Booking Request.
The Company operates and manages a Website through which a client can request for In-home Care Services (as hereinafter defined). The Company operates and manages digital mediums through which a client can request for Home Care Services (as hereinafter defined).
When a Booking Request (as hereinafter defined) made by a client has been received by the Company, the Company 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 Care Specialist from its Database (as hereinafter defined) to meet the Booking Request.
The Company takes the role of facilitating for the provision of services through multiple functions which includes but is not limited to, operating the Website, managing the Database, screening the contracted care professional, setting up contracts and invoicing between a client and a contracted care professional, all whilst remaining in line with industry regulations.
The Care Specialist is an independent contractor proposed by the Company to provide the Home Care Services and has accepted the Client’s Booking Request.
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
a. For the purpose of this Agreement, the following terms shall have the following meanings:
i. “Agreement” refers to 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 Care Specialist;
ii. “Booked Service Duration” refers to the estimated amount of time the Care Specialist will require to carry out the Booked Services as set out in the Booking Request;
iii. “Booked Service Fee” refers to the fee payable by the Client for the Booked Services;
iv. “Booked Service Location” refers to the address where the Booked Services are to be carried out as set out in the Booking;
v. “Booked Services” refers to the Home Care Services that the Client has requested in its Booking Request and which has been accepted by the Care Specialist;
vi. “Booking Request” refers to the request made by a Client for the Booked Services which are to be carried out at the Booked Service Location at the Scheduled Booking Time;
vii. “Business” refers to the business of the Company, which includes operating the Website, managing the Database, screening the contracted care professional, setting up contracts and invoicing between a client and a contracted care professional;
viii. “Care Manager” refers to the care coordinator and assessor of the Company with professional nursing knowledge to assess the appropriate needs of the care recipient of the Client;
ix. “Care Recipient” refers to the individual (nominated by the Client) who requires the care services to be performed upon;
x. “Care Specialist” refers to the care professional proposed by the Company to provide the Home Care Services who has accepted the Client’s Booking Request;
xi. “Client” refers to the client who has made enquiries with the Company and submitted a Booking Request;
xii. “Database” refers to the database compiled by the Company relating to independent care professionals with specific skills required to deliver the required services;
xiii. “Dispute Period” refers to the period of seven (7) working days following the completion of the Booked Services;
xiv. “Home Care Services” refers to the in-home care services set out on the Website and which are available to be performed by Care Specialist;
xv. “Client and Care Specialist Services Agreement” refers to the agreement between the Client and the Care Specialist pertaining to the provision of the Booked Services;
xvi. “Intellectual Property” shall mean all intellectual property rights owned by the Company or relating to the Business of the Company and the Website, including without limitation, all works in which copyright subsists or may subsist, rights in software or algorithms, designs, drawings, industrial designs, technical information, models, specifications, prototypes, patents, applications for patents, trade secrets, confidential information and know-how, trade-marks, trade-names, discoveries and inventions, and integrated circuit topographies and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of those rights, and all similar or equivalent rights or forms of protection in any part of the world;
xvii. “Medical Consumables” refers to the consumable products required by the Care Specialist to perform the Booked Services;
xviii. “Payment Agent” refers to the third party escrow and payment agent engaged by the Company to collect the Booked Service Fee and to process and remit payments to the Care Specialist;
xix. “Scheduled Booking Time” refers to the time and date the Booked Services are to be undertaken by the Care Specialist in accordance with the Booking Request;
xx. “Tax” refers to goods and services tax or any other taxes or payments which may be imposed by authorities in Singapore; and
xxi. “Website” refers to www.365-healthcare.com and www.365nursing.com and associated 365 Healthcare mobile phone applications.
b. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
c. Unless otherwise indicated, any reference in this Agreement to a Clause or Schedule refers to specific Clause of, or Schedule to this Agreement.
d. 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.
e. 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. DATABASE LISTING
a. The Company hereby agrees to list the Care Specialist on the Database upon successful screening.
b. When a Client submits a Booking Request to the Company, the Company will review the request and conduct a care assessment to decide (in its sole discretion) whether it is able to assist with the request. If it is able to, the Company will propose via an algorithm the most suitable Care Specialist from its Database to meet the Booking request.
c. Prior to being eligible to receive and to accept Booking Requests, the Care Specialist agrees to provide the Company with the following information relating to him/her for the Database:
i. Contact details, including full legal name, address, date of birth, gender, telephone number, photograph, bank account details, credit card details and email address;
ii. A copy of his/her Singapore identity card (or, if the Care Specialist is a business or company, a copy of the Singapore identity card of each of its partners or directors and that of any sub-contractor, employee and/or assistants (collectively, the “Sub-Contractors”) which the Care Specialist wishes to utilize in the provision of the Booked Services);
iii. A copy of the relevant educational and professional certificates (for example, nursing or healthcare assistant certificates, CPR AED certificates, etc) and health screening report of the Care Specialist;
iv. References of previous employer(s) and/or trainer(s) with whom the Care Specialist has worked, if so requested by the Company; and
v. The Care Specialist’s expected availability for the provision of Home Care Services.
d. The Care Specialist agrees to notify the Company immediately of any changes to the above information. Failure to notify the Company shall entitle the Company to delist the Care Specialist from the Database.
e. The information provided by the Care Specialist as stated in Clause 2c is required by the Company to carry out its Business. The Care Specialist hereby agrees to provide his/her personal information as aforesaid for the purposes of the conduct of Business by the Company.
f. The Company shall conduct additional background checks on the Care Specialist and any proposed Sub-Contractors as may be required and may request additional information or documents from the Care Specialist from time to time. To ensure the safety and security of the Clients, the Company reserves the right in its absolute and sole discretion to reject any Care Specialist or any Sub-Contractors whom it deems unfit to provide Home Care Services.
g. The Care Specialist undertakes not to solicit work from and/ or provide care services to a Client introduced by the Company for a period of three (3) months following the Care Specialist’s engagement by the Client. If the Care Specialist does so, the Care Specialist shall pay a referral fee of one thousand dollars (SGD1000) to the Company. The Company shall in such circumstances be entitled to forthwith terminate this Agreement and permanently delist the Care Specialist from the Database.
h. The restrictions set out in Clause 2g are considered by the Parties to be reasonable in all the circumstances and are no greater than is reasonable and necessary for the protection of the Company.
3. MUTUAL COVENANTS AND ACKNOWLEDGEMENTS OF THE COMPANY AND THE CARE SPECIALIST
a. Each of the Parties represent and warrant as follows:
i. that it has full capacity to enter into this Agreement and that it is not subject to any obligation or restriction (whether under contract, statute, common law or otherwise) which would prevent or interfere with the performance of all of its obligations hereunder; and
ii. the execution and performance of this Agreement by it of its obligations hereunder will not give rise to any claim or right (whether under contract, statute, common law or otherwise) in favour of any person against it.
b. The Company and the Care Specialist agree to and acknowledge the following:
i. The Care Specialist is an independent care professional in the business of providing Home care services to third parties. This Agreement shall not create a partnership, joint venture, employer/employee relationship or any other relationship between the Company and the Care Specialist. Accordingly, the Employment Act (Cap. 91) does not apply to this Agreement.
ii. Each Party is responsible for all its own taxes, deductions, assessments, premiums and remittances to the Inland Revenue Authority of Singapore and any other governmental or statutory authority including but not limited to the Central Provident Fund (“CPF”) Board in respect of any amount received under this Agreement.
iii. As an independent care professional, the Care Specialist is not entitled to any reimbursement by the Company for any of its expenses which are incurred in connection with the carrying out any of the Booked Services.
iv. The Care Specialist is responsible for possessing his/her own insurance for Professional Indemnity (PI). The Company strongly recommends for them to purchase the Professional Indemnity Policy under Singapore Nursing Association (SNA).
4. BOOKING REQUESTS AND PROVISION OF HOME CARE SERVICES
a. When a Booking Request is proposed by the Company to the Care Specialist, it shall provide the Care Specialist with all the necessary details relating to the Booking Request including the Booked Services, Booked Service Location and Scheduled Booking Time.
b. The Care Specialist shall be free to accept or reject the Booking Request. Acceptance or rejection of the Booking Request must be done through official channels of communication such as messaging or any mobile applications. Acceptance of the Booking Request must be confirmed by the Care Specialist with the Company within 10 minutes of receiving the Booking Request either through the Website, by e-mail or by telephone. If the Care Specialist does not provide the Company with a response within the said 10 minute period, the Care Specialist shall be deemed to have rejected the Booking Request.
c. Upon the Care Specialist’s acceptance of a Booking Request in accordance with Clause 4b, the Client shall be notified and the Client and Care Specialist Services Agreement shall come into effect and shall govern the relationship between the Care Specialist and the Client.
d. Upon the Home Care Agreement coming into effect in accordance with Clause 4c, any relevant fees shall immediately be due and payable by the Care Specialist to the Company.
e. The Care Specialist undertakes to:
i. provide the Booked Services to the Client in accordance with the In-home Care Services Agreement;
ii. personally provide the Booked Services or permit only those Sub-Contractors (if any) who have been approved by the Company to carry out the Booked Services;
iii. carry out the Booked Services with all due care, skill and attention, in a prompt and professional manner to a standard reasonably required of a care professional; and
iv. take all necessary steps to avoid any loss and/or damage to the Client or the Client’s property.
f. Subject to Clause 4e, the Care Specialist is entitled to perform and complete the Booked Services in such manner as the Care Specialist shall determine in its sole and absolute discretion. The Company shall not control the way in which the Booked Services are performed by the Care Specialist.
g. By accepting a Booking Request, the Care Specialist is deemed to have agreed that the Booked Service Duration is an appropriate timeframe in which the Care Specialist can effectively and efficiently complete the Booked Services.
h. If the Booked Services performed by the Care Specialist are not up to a standard reasonably required of a care professional or if there is any damage caused to the Client by the Care Specialist (the “Client Dispute”), the Client shall notify the Company of the Client Dispute within the Dispute Period.
i. The Company shall perform an investigation with regards to the Client Dispute and make arrangements for any service recovery it deems appropriate.
j. The Care Specialist agrees and understands that Clients can cancel a Booking Request. The Company shall notify the Care Specialist of any cancellation of a Booking Request as soon as practicable. If the Client cancels a Booking Request within forty-eight (48) hour period before the Scheduled Booking Time, the Client will be charged a cancellation fee (the “Cancellation Fee”). In the event that the Client pays the charged cancellation fee, the Care Specialist shall be paid one hour worth of his/her Fees.
k. The Care Specialist can withdraw his/her application without being charged any fees until the Booking Requests gets assigned to the Care Specialist by the Company. The Care Specialist will be charged fifty dollars (SGD 50) for cancelling an assigned Booking Request at least forty-eight (48) hours before the Scheduled Booking Time. The Care Specialist will be charged one hundred dollars (SGD 100) for cancelling an assigned Booking Request within forty-eight (48) hours before the Scheduled Booking Time or when the Care Specialist is unable to perform the Booking Request for any reason. Repeated cancellations by the Care Specialist may result in the Care Specialist being permanently delisted from the Database.
l. If the Care Specialist arrives more than ten (10) minutes late for an assigned Booking Request, this will result in a fifteen dollars (SGD 15) late fee charge.
m. In the event the Care Specialist is unable to perform an assigned Booking Request at the Scheduled Booking Time, the Care Specialist shall notify the Company as soon as is practicable prior to the Scheduled Booking Time. If the Care Specialist cancels a Booking Request that has already been assigned to the Care Specialist, to allow for the arrangement of a suitable replacement care professional.
n. If the Care Specialist does not show up for the Booked Services, or cancels or amends a Booking Request after commencement of the Scheduled Booking Time, the Care Specialist will be charged a no-show fee in an amount equal to the hours of Booked Services for the twenty-four (24) hour period. The Company shall use reasonable efforts to assign another Care Specialist for the Booking Request. A no-show by the Care Specialist shall result in permanent delisting from the Database.
o. The Company may from time to time run promotional campaigns to market its Website to potential Clients and may offer discounts to potential Clients. Any discount shall be borne by the Company and the Care Specialist proportionately.
5. UNDERTAKINGS OF THE COMPANY
a. The Company undertakes to the Care Specialist as follows:
i. it will use all commercially reasonable efforts to propose Booking Requests to the Care Specialist in accordance with the Care Specialist’s stated availability. However, the Company does not and cannot guarantee to the Care Specialist any minimum number of assigned Booking Requests;
ii. where a Client requests specifically for the Care Specialist, the Company will use its reasonable efforts to propose such Booking Request to the Care Specialist;
iii. upon the Care Specialist accepting a Booking Request, the Company will provide the Care Specialist with all relevant information relating to the Client via a job confirmation;
iv. it shall invoice the Client on behalf and in the name of the Care Specialist for the Booked Services; and
v. it will engage a Payment Agent to collect, hold and process the Booked Service Fees and to make the payments that are due and payable to each Party.
6. PAYMENT OF PAY-OUT FEES FOR SERVICES RENDERED
a. The Company will be responsible for invoicing the Client on behalf and in the name of the Care Specialist for the Booked Service Fee. The Company will provide the Care Specialist with a job confirmation detailing the service to the Clients and the amount of pay-out fees. The Care Specialist acknowledges that the Company maintains the right to amend the Booked Service Fees at its sole discretion provided that this does not affect the agreed pay-out fee to the Care Specialist.
b. All pay-out fees payable to the Care Specialist shall be paid by the Payment Agent within five (5) working days (the “Payment Cycle”) into the bank account as specified by the Care Specialist under Clause 2.2c. Should the Care Specialist require and/or request a different Payment Cycle from that set forth above, the Care Specialist shall be required to pay a separate handling fee to the Company in the amount of fifty dollars (SGD50) per request. Payment for such requests shall be deducted from the pay-out fees which may be due and owing to the Care Specialist under this Agreement.
c. The Care Specialist hereby irrevocably authorises and directs the Payment Agent to pay out the fees due after deduction of any administrative or penalty charges (e.g. late charge, cancellation charge). The Care Specialist further acknowledges that the Company maintains the right to alter any charges or fees payable by the Care Specialist or to include any other fees from time to time at its sole discretion provided that this does not affect the agreed fee to be paid to the Care Specialist.
d. The Care Specialist acknowledges and agrees that:
i. The Company will not be liable for any Client’s failure to pay any Booked Service Fees due in connection with the completed Booked Services. In such circumstances, the Care Specialist agrees that it shall not make any claim against the Company and its sole recourse is against the Client.
ii. The Company shall not be responsible if a Client fails to meet its obligations under the Home Care Agreement. The Care Specialist’s sole recourse in such circumstances would be against the Client. The Care Specialist shall notify the Company prior to initiating any legal action against the Client.
7. INTELLECTUAL PROPERTY
a. The Care Specialist agrees as follows:
i. It shall not use the Intellectual Property without the prior written consent of the Company or unless provided for in this Agreement;
ii. It shall comply with the Company’s guidelines and instructions for the use of its Intellectual Property;
iii. It shall not use or register or attempt to use or register as a trade mark, service mark, trade name, corporate mark or logo any name or logo that is likely to be confused with any of the Intellectual Property, including the Company’s name;
iv. It shall not, without obtaining the Company’s prior written consent, authorise any third parties to use any of the Intellectual Property; and
v. Nothing in this Agreement shall give it any rights in respect of any of the Intellectual Property or the goodwill associated with the Company or its Business.
b. The provisions of this Clause 7 shall survive the expiry or termination of this Agreement.
8. CONFIDENTIAL INFORMATION
a. The Care Specialist undertakes and warrant that he/she/it will:
i. Keep confidential and use the Confidential Information only in fulfilling its obligations under this Agreement;
ii. Not, without the prior written approval of the Company, disclose the Confidential Information unless compelled to do so by law;
iii. Take all reasonable steps to ensure that its Sub-contractors, agents, colleagues, employees, officers, staff, contractors, subordinates and superiors, do not make public or disclose any Confidential Information;
iv. Take all reasonable measures to ensure that the Confidential Information is protected against loss, unauthorised access, use, modification, disclosure or other misuse;
v. Ensure that only authorised personnel have access to the Confidential Information in line with industry best practice;
vi. Immediately notify the Company when it becomes aware that a disclosure of any Confidential Information may be required by law;
vii. If required by the Company, secure the execution of a non-disclosure agreement on terms as required by the Company by any Sub-contractor, agents, colleagues, employees, officers, staff, contractors, subordinates and superiors who may have access to any Confidential Information;
viii. Immediately notify the Company when it becomes aware of a breach of this Clause 8; and
ix. Immediately take all reasonable steps to stop a breach or potential breach of this Clause 8.
b. Nothing contained in this Clause shall be construed so as to place an obligation of confidentiality on the Parties in respect of information that has entered the public domain, provided that the information has not entered the public domain due to the Care Specialist’s breach of this Agreement.
c. If the Care Specialist is uncertain as to whether any information provided by the Company is Confidential Information, he/she/it must treat that information as if it was Confidential Information unless and until the Company advises in writing that the information is not Confidential Information.
d. On the termination of this Agreement, the Care Specialist shall return to the Company any Confidential Information (in whatever format, however stored) belonging to the Company.
e. This Clause 8 will survive the expiry or termination of this Agreement.
a. The term of this Agreement shall commence on the date the Care Specialist is listed on the Database and will continue until terminated by either of the Parties in accordance with Clause 9b below.
b. Either Party may terminate this Agreement at any time by providing a minimum of seven (7) business days’ notice to the other Party in writing or via e-mail. Following termination, the Care Specialist will be delisted from the Database. Upon written notice provided in accordance with this Clause, the Care Specialist’s obligations shall cease immediately. The Company shall at all times reserve the right to recover damages in respect of any antecedent breach of this Agreement.
c. The expiry or termination of this Agreement shall not affect any accrued rights, obligations and/or liabilities of the Parties nor the coming into or continuance in force of any provision, which is expressly or by implication intended to come into or continue in force on or after such expiry or termination.
10.INDEMNIFICATION AND LIMITED LIABILITY
a. The Care Specialist agrees to indemnify and hold the Company, its partners, shareholders, directors, officers, employees, agents and representatives (individually, an “Indemnified Party”, for each of which the Company acts as agent) harmless from any claim, demand, action, cause of action, judgment, loss, liability, damage, cost or expense suffered by an Indemnified Party as a result of any breach of this Agreement by the Care Specialist or any breach of the Home Care Agreement by the Care Specialist or as a result of, or in connection with, the performance by the Care Specialist of any Booked Services.
b. The Care Specialist agrees to the extent permitted by law that it will not have or make any claim against the Company or any of its partners, shareholders, directors, officers, employees, agents and representatives for any loss or damage suffered by the Care Specialist and/or its Sub-Contractors arising out of or as a consequence of the performance of any Booked Services under this Agreement regardless of how the loss or damage may occur and whether or not the loss or damage is in any way due to negligence, breach of duty, default or omission on the part of the Company or a Client provided, save where the Company is liable for the death or personal injury of the Care Specialist and/or its Sub-Contractors due to the Company’s negligence.
c. The Care Specialist agrees that in the event that the Company is found to be liable by a court of competent jurisdiction notwithstanding the exclusion of liability set out above, the Company’s liability will be limited to the amount of the fee received by the company for the specific Booked Services.
a. 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.
a. 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.
13.GENERAL CONTRACT PROVISIONS
a. All amounts payable pursuant to this Agreement are expressed in and shall be paid in Singapore dollars.
b. 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.
c. 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).
d. 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.
e. 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 electronic 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 electronic transmission or mailed as aforesaid, upon the date shown on the electronic confirmation of receipt or on the postal receipt as the date upon which the envelope containing such notice was actually received by the addressee.
f. Time shall be of the essence in this Agreement.
g. 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.
h. No amendment of this Agreement will be effective unless made in writing and signed by the Parties.
i. This Agreement, together with the Booking Request accepted by the Care Specialist, 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.
j. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Singapore. Each Party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
k. The Parties acknowledge that, prior to executing this Agreement, they have received or had the opportunity to receive but elected not to do so, independent legal advice and confirm that they fully understand this Agreement and that they are entering into this Agreement voluntarily.
l. This Agreement may be executed in one or more counterparts and all such counterparts when executed and taken together will constitute this Agreement.
m. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this Agreement.