This Agreement is made by and between the Care Specialist of 365 Healthcare Pte Ltd (“Company”) and the Client and takes effect from the date that the Care Specialist accepts a Booking Request made by the Client.
365 Healthcare Pte Ltd (“Company”) operates and manages a Medium through which a client can request for Home Care Services (as hereinafter defined). The Company operates and manages a Medium 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 Client has made an enquiry with the Company and subsequently a Booking Request for Home Care Services with a Care Specialist.
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 In-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. “Care Manager” refers to the care coordinator and assessor of the Company with professional nursing knowledge to assess appropriate needs of the care recipient of the Client;
viii. “Care Recipient” refers to the individual (nominated by the Client) who requires the care services to be performed upon;
ix. “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;
x. “Client” refers to the client who has made enquiries with the Company and submitted a Booking Request;
xi. “Database” refers to the database compiled by the Company relating to independent care professionals with specific skills required to deliver the required services;
xii. “Dispute Period” refers to the period of seven (7) working days following the completion of the Booked Services;
xiii. “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;
xiv. “Medical Consumables” refers to the consumable products required by the Care Specialist to perform the Booked Services;
xv. “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;
xvi. “Scheduled Booking Time” refers to the time and date the Booked Services are to be undertaken by the Care Specialist as set out in the Booking Request;
xvii. “Tax” refers to goods and services tax or any other taxes or payments which may be imposed by authorities in Singapore; and
xviii. “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. SERVICES TO BE PROVIDED AND RELATIONSHIP OF THE PARTIES
a. The Care Specialist shall provide the Booked Services at the Scheduled Booking Time and Booked Service Location.
b. The Parties acknowledge that the Care Specialist 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 Care Specialist is not an agent or partner (through a joint- venture or otherwise) of the Company and is not authorised to make any representation, contract or commitment on behalf of the Company.
3. OBLIGATIONS OF THE CARE SPECIALIST
a. The Care Specialist agrees to:
i. deliver and complete the Booked Services;
ii. provide the Booked Services with reasonable care and skill;
iii. take all necessary steps to avoid any loss and/or damage to the Client’s property; and
iv. utilise the Booked Service Duration effectively and efficiently in providing the Booked Services.
b. 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.
c. The Company shall perform an investigation with regards to the Client Dispute and make arrangements for any service recovery it deems appropriate.
4. OBLIGATIONS OF THE CLIENT
a. The Client shall:
i. do all things which are reasonably necessary to enable the Care Specialist to perform the Booked Services in an efficient manner;
ii. provide the Medical Consumables which are necessary to enable the Care Specialist to perform the Booked Services;
iii. provide a safe environment for the Care Specialist to provide the Booked Services;
iv. ensure that Care Specialist only performs tasks as stated in the details provided in the Booking Requests and other reasonable tasks within the allowed scope of the Care Specialist and deemed relevant by the Care Manager;
v. notify the Company of any damage caused by the Care Specialist as soon as practicable, but in any event, within the Dispute Period; and
vi. 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).
5. PAYMENT OF BOOKED SERVICE FEES
a. The Client shall pay the Booked Service Fee for the Booked Services before the date of service commencement.
b. 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.
6. CHANGES, CANCELLATIONS AND REFUND
a. The Client shall be permitted to cancel or amend a Booking Request on the Mediums, free of charge, up to seven (7) days before the Scheduled Booking Time or as long as the Booking Request has not been assigned to a Care Specialist.
b. If the Client amends an assigned Booking Request within seven (7) days of the Scheduled Booking Time, but at least forty-eight (48) hours before the Scheduled Booking Time, the Client will be charged a fee of twenty-five dollars (SGD 25) per change if this amendment results in a change of Care Specialist.
c. If the Client amends an assigned Booking Request within forty-eight (48) hours of the Scheduled Booking Time, the Client will be charged a fee of thirty-five dollars (SGD 35) per change if this amendment results in a change of Care Specialist. This does not cover a reduction of the Booked Service Duration.
d. If the Client cancels an assigned Booking Request within seven (7) days of the Scheduled Booking Time, but at least forty-right (48) hours before the Scheduled Booking Time, the Client will be charged a fee of fifty dollars (SGD 50) per cancellation.
e. If the Client cancels an assigned Booking Request or reduces the Booked Service Duration within forty-eight (48) hours of the Scheduled Booking Time, the Client will be charged the full Booked Service Fees of the original Booking Request for the first twenty-four (24) hours.
f. In the event the Care Specialist is unable to perform the Booked Services at the Scheduled Booking Time, this Agreement shall be terminated.
g. If there is a breach of this Agreement by the Care Specialist, any damages which the Client shall be entitled to shall be limited to the amount of the Booked Service Fee which the Client has paid to that Care Specialist (less any administrative charge by the Company) within the past seven (7) days.
7. TERM AND TERMINATION OF AGREEMENT
a. This Agreement shall commence on the date set out at the beginning of this Agreement and will continue until terminated:
i. in accordance with Clause 6a, Clause 6b, Clause 6e or Clause 6f; or
ii. by either Party by giving written notice to the other Party following a material breach of this Agreement by the other Party.
b. Termination of this Agreement, however arising, shall not affect either Party’s rights and remedies that have accrued as at termination.
8. FORCE MAJEURE
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.
10. 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. This Agreement may be executed in one or more counterparts and all such counterparts when executed and taken together will constitute this Agreement.
l. 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.