Terms of Service

Effective Date: 03 January 2020

MEDNEFITS CARE TERMS OF SERVICE

This Agreement is entered into between MEDICLOUD PTE. LTD. (“Mednefits”) and the company, corporation, organisation or entity agreeing to these terms and conditions (“Customer”).  This Agreement governs the Customer’s access and use of the Platform.  This Agreement is effective as of (a) the date you click the “I Accept” button on the Platform; (b) the date this Agreement is countersigned by both Mednefits and the Customer; or (c) the date the Enrolment Form signed by the Customer is accepted by Mednefits, whichever is the earliest (“Effective Date”).

If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that (a) you have full legal authority to bind your employer or the applicable entity to this Agreement; (b) you have read and understood the contents of this Agreement; and (c) you agree, on behalf of your employer or the entity you represent, to this Agreement.  If you do not have the legal authority to bind your employer or the applicable entity to this Agreement, you must not (i) click the “I Accept” button on the Platform; (ii) countersign this Agreement; or (iii) submit the Enrolment Form to Mednefits.

If at any time you do not agree to this Agreement, you must immediately discontinue all access and use of the Platform.

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions.  In this Agreement:

Accounts” means collectively the Company Account and the Member Accounts.

Member Terms of Service” means the acceptable use policy for the Platform set out on this webpage (https://www.mednefits.com/legal/member-terms-of-service),  as may from time to time be amended or varied by Mednefits in its sole discretion.

Benefits Schedule” means the schedule of benefits set out on this webpage (https://mednefits.com) (or such other URL as Mednefits may specify), as may from time to time be amended or varied by Mednefits in its sole discretion.

Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday) on which banks are ordinarily open for business in Singapore.

Company Account” means the administrative account provided by Mednefits to the Customer for the purpose of managing the Services.

Company Spending Account” has the meaning given to it in clause 4.1.

Employee Dependant” means, with respect to an employee of the Customer, that employee’s (a) spouse (legally married); (b) children; (c) parents; (d) parents-in-law; (e) brothers; and (f) sisters.

Enrolment Form” means the enrolment form prescribed by Mednefits from time to time which the Customer must complete to order goods and/or services from Mednefits.

Fees” means the amounts invoiced from time to time by Mednefits to the Customer for the provision of the Platform.

Mednefits Credits” has the meaning given to it in clause 4.3.

Members” means the individuals whom the Customer permits to use the Platform.

Member Accounts” means an account on the Platform setup by the Customer through the Platform for a Member.

Member Seats” means the number of Member Accounts for the Platform that the Customer is authorised to create.

Member Spending Account” has the meaning given to it in clause 4.1.

Parties” means collectively Mednefits and the Customer.  A “Party” means any one of the Parties.

Permitted Territories” means the territories specified in the Enrolment Form or, where not specified in the Enrolment Form, Singapore.

Plan Start Date” means the date notified by Mednefits to the Customer on which Mednefits commences the provision of the Services to the Customer.

Platform” means collectively the Site and the Services.

Privacy Policy” means the privacy policy of Mednefits set out on this webpage (https://www.mednefits.com/legal/privacy-policy), as may from time to time be amended or varied by Mednefits in its sole discretion.

Security Deposit” has the meaning given to it in clause 4.2.

Services” means the applicable Mednefits Care applications, platform, content, features, software, goods and services provided by Mednefits through or using the Site.  The Services are described more particularly on this webpage (https://mednefits.com).

Services Term” means a one (1) year term during which Services are provided by Mednefits to the Customer.

Site” means Mednefits’ websites, online locations, mobile applications, user interfaces and application programming interface.

Term” means the term commencing on the Effective Date and ending on the earlier of (a) the end of the last Services Term; or (b) the date this Agreement is terminated pursuant to the terms hereunder.

1.2. Interpretation.  In this Agreement, unless the context otherwise requires:

(a) headings, underlines and bold type are for ease of reference only and shall not affect the interpretation of this Agreement;

(b) the singular includes the plural and the plural includes the singular;

(c) words of any gender include all genders;

(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;

(e) references to a document includes all amendments or supplements to, or replacements or novations of, that document;

(f) references to a party to a document includes the successors and permitted assigns;

(g) references to time is a reference to Singapore time;

(h) references to “dollars” or “$” refers to the lawful currency of Singapore;

(i) no provision of this Agreement shall be construed adversely to a Party because that Party was responsible for the preparation of this Agreement or that provision;

(j) a reference to a clause, attachment, exhibit or schedule is a reference to a clause, attachment, exhibit or schedule to this Agreement, and a reference to this Agreement includes any attachment, exhibit and schedule;

(k) a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;

(l) the terms “personal data” and “processing” (when used in relation to personal data) shall have the meanings given to them in the Personal Data Protection Act 2012 (Act 26 of 2012) of Singapore;

(m) the terms “related corporation” and “corporation” shall have the meanings given to them in the Companies Act (Chapter 50) of Singapore; and

(n) the expression “including” or similar expression does not limit what else is included.

2. THE PLATFORM

2.1. Enrolment.  To be enrolled into, gain access to and use the Platform, the Customer must first submit an Enrolment Form to Mednefits.  If Mednefits in its sole discretion accepts the Enrolment Form, then it may create a Company Account for the Customer.  Notwithstanding the creation of a Company Account before the Plan Start Date, Mednefits is not be liable to provide any Services to the Customer until the Plan Start Date.

2.2. Licence Grant.  Subject to the terms and conditions of (and the Customer’s and its Members’ compliance with) this Agreement, Mednefits grants to the Customer and its Members a non-exclusive, limited, non-transferable, non-assignable, revocable licence to use the Platform solely as permitted by the features of the Platform provided to the Customer and its Members.

2.3. Restriction of Features and Functionalities.  Certain features and/or functionality of the Platform may be restricted until such time the Customer complies with certain terms and conditions as may be imposed by Mednefits from time to time.

2.4. Territorial Restriction.  The Platform is only targeted for persons in the Permitted Territories.  Nothing on the Platform shall be construed as a solicitation to buy or offer to sell any goods or services to any persons outside of the Permitted Territories.  Any access or use of the Platform by anyone outside of the Permitted Territories is strictly prohibited.

2.5. Ancillary Items.  To use the Platform, an internet connection and certain equipment (such as a computer and smartphone) may be required.  The Customer and the Members are responsible at their own cost and expense for all connections and/or equipment required to use the Platform.

2.6. Support.  If the Customer or the Members require any assistance with the Platform, they may contact Mednefits at happiness@mednefits.com.  Mednefits makes no representation or warranty on the level of support it will provide to the Customer or its Members.

3. PLAN OPTIONS AND FEES PAYABLE

3.1. Standalone PRO Plan. If the Customer selects this option:

(a) The Customer will need to pay for each Member Seat it orders in full and in advance, based on the pricing reflected on the Enrolment Form.

(b) Fees are chargeable for every Member Seat the Customer orders, even if no Member is assigned to it.

3.2. Standalone LITE Plan. If the Customer selects this option:

(a) To the extent that Fees are chargeable for Member Seats:

(i) the Customer must pay for each Member Seat it orders in full and in advance, based on the pricing reflected on the Enrolment Form; and

(ii) the Fees are chargeable for all Member Seats ordered even if no Member is assigned to any of them.

(b) For the avoidance of doubt, utilised or spent Mednefits Credits shall be settled in accordance with clause 4.

3.3. Fees.  The Customer may choose from one of the plan options set out in the Enrolment Form when placing its order to use the Platform.  The fees applicable for each plan option shall be as set forth in the Enrolment Form.

3.4. Combination of Plans.  Subject to Mednefits’ approval, the Customer is entitled to combine the different plans in order to obtain the desired number of Member Seats.

3.5. Invoicing.  All invoices issued by Mednefits to the Customer must be paid:

(a) where it relates to Mednefits Credits, in accordance with clause 4; and

(b) in all other cases, within one (1) month from the date of issue.

3.6. Payment.

(a) Unless otherwise stated on the Enrolment Form or invoice, all payments due to Mednefits must be in Singapore dollars and be paid by way of GIRO to Mednefits.

(b) If payment is made by way of GIRO:

(i) Upon the set up of the GIRO arrangements, the Customer must provide Mednefits with documentary evidence of the same. Until then, all payment of Fees shall be by way of cash, cheque or electronic bank transfer to an account nominated by Mednefits.

(ii) Unless Mednefits agree otherwise in writing, all GIRO arrangements and authorisations shall remain in force for the Term.

(iii) Following the issuance of any invoice under this Agreement, Mednefits shall be permitted to debit the amount invoiced by instructing the Customer’s bank to debit such amounts from the Customer’s bank account. The Customer must ensure that there are sufficient funds maintained in its bank account for the deduction.

(iv) GIRO shall be used by Mednefits for payment of all Fees hereunder. To the extent any Fees cannot be deducted by way of GIRO for whatsoever reason, the Customer must promptly make alternative arrangements reasonably acceptable to Mednefits to ensure payment of the same.

3.7. Late Payment.  If the Customer is late or delinquent in any of its payments to Mednefits, then Mednefits shall be entitled to:

(a) levy a late interest of 6% per annum on the amounts late or delinquent until the date full payment is received from the Customer; and

(b) if the payment is not made in full within one (1) week from the date Mednefits requests that the Customer settles its late and/or delinquent payments in full, then Mednefits shall be entitled to withhold, suspend and/or withdraw the performance of any of its obligations hereunder without being in breach of this Agreement.

3.8. Change of Fees.  Mednefits may from time to time revise the fees it charges for the Platform, provided that at least one (1) months’ notice is given to the Customer and such revision to the fees take effect only for the following Services Term.

3.9. Provision of Services.  Notwithstanding any provision to the contrary, the Customer’s entitlement to access or use the Platform for any particular Services Term is subject at all times to payment in full being received by Mednefits in respect of that Services Term.

3.10. No Set Off.  All payments made to Mednefits shall be without set off, counterclaim, taxes, duties, withholding (except to the extent required by law) and deduction.

4. Health SPENDING ACCOUNT

4.1. Health Spending Accounts.  The Customer will be associated with one (1) master spending account (“Company Spending Account”) and each Member Seat will be associated with one (1) member user spending account (“Member Spending Account”).  Subject to the provisions of this Agreement, administration and management of both the Company Spending Account and the Member Spending Accounts shall be vested solely in the Customer.

4.2. Payment of Deposit.  Mednefits may, at its absolute discretion, require a deposit to be paid for the continued operation of the Company Spending Account and Member Spending Account (“Security Deposit”).  The amount of Security Deposit to be paid shall be determined by Mednefits based on the Mednefits Credits (as defined below) requested by the Customer, and shall be retained by Mednefits as deposit and security for the due performance and observance by the Customer of its obligations hereunder.  Mednefits reserves the right to deduct from the Security Deposit such amounts as is necessary to set off against any obligation or amounts owed by the Customer to Mednefits.

4.3. Allocation of Credits.  Subject to the Customer’s compliance with its obligations hereunder and (where applicable) Mednefits’ satisfaction from time to time of the sufficiency of the Security Deposit being held, Mednefits may allocate credits (“Mednefits Credits”) to the Company Spending Account.  The Mednefits Credits allocated shall represent credit extended by Mednefits to the Customer to allow its Members to obtain goods and services from third party service providers through the Platform on a credit basis, with settlement for such goods and services obtained to be made by the Customer at the end of the relevant billing period.

Mednefits reserves the right in its sole discretion to at any time change the allocation of Mednefits Credits to the Company Spending Account for any reason.

4.4. Sub-Allocation of Credits.  Mednefits Credits allocated to the Company Spending Account may be sub-allocated by the Customer amongst its Member Spending Accounts.   Notwithstanding the foregoing, Mednefits reserves the right in its sole discretion to at any time reverse, refuse or reject any sub-allocation of Mednefits Credits.

4.5. Utilisation of Credits.  The Members may utilise the Mednefits Credits in their Member Spending Accounts for the goods and services made available for utilisation through the Platform.  In the event of insufficient Mednefits Credits for the utilisation of any particular goods and services, the relevant Member may be required to pay for the amount insufficient in cash/nets/credit card directly to the services providers.  For the avoidance of doubt, acceptance of the utilisation of the Mednefits Credits is at the discretion of the applicable third party providers of goods and services, and Mednefits does not represent, warrant, undertake or guarantee that the Mednefits Credits will be accepted by any of them.

4.6. Statement of Accounts.  The Customer may from time to time check the balance and utilisation of the Mednefits Credits through the Platform.

4.7. Settlement of Utilised Credits.  Mednefits shall invoice the Customer for the Mednefits Credits spent by the Customer and/or its Members on a monthly basis (or such other intervals as Mednefits deems fit).  Upon issuance of each invoice setting forth the utilisation by the Customer and/or its Members of the Mednefits Credits for the relevant invoice period, the Customer must within fifteen (15) calendar days make payment towards and settle the invoiced amount in full, failing which Mednefits shall be entitled to deduct and set off from the Security Deposit such amounts as is necessary to satisfy the invoiced amount.

If the Customer wishes to dispute any spending of the Mednefits Credits, it must do so by written notice to Mednefits within seven (7) calendar days of the issuance of the invoice, failing which the invoice shall be binding and shall serve as conclusive evidence of the amount of Mednefits Credits utilised by the Customer and/or Members for the relevant invoice period.

4.8. No Interests on Security Deposit.  No interests or any other earnings are payable or accruable on the Security Deposit.  However, Mednefits may earn interests on the amounts that it holds on the Customer’s behalf.  The Customer hereby assigns all rights to Mednefits in respect of the interests derived from the Security Deposit.

4.9. Redemption of Mednefits Credits.  Mednefits Credits allocated are not redeemable for cash under any circumstances.  Mednefits Credits shall not be resold or exchanged for value under any circumstances, and shall not be regarded, construed or used as valuable or exchangeable instruments under any circumstances.

4.10. Status of Credits.  The Company Spending Account, Member Spending Accounts and Mednefits Credits are meant solely for Members to obtain goods and services from the service providers made available through the Platform on a credit basis, and are not intended as stored value facilities, e-money, prepaid or prefunded facilities.

Accordingly, Mednefits Credits does not represent any claim against Mednefits.  The Customer and/or its Members shall have no claim against Mednefits for the Mednefits Credits.  Mednefits Credits are not redeemable for cash under any circumstances.  Mednefits Credits shall not be resold or exchanged for value under any circumstances, and shall not be regarded, construed or used as valuable or exchangeable instruments under any circumstances.

4.11. Suspension.  Mednefits may at any time in its sole discretion suspend the use or operation of the Company Spending Accounts, Member Spending Accounts and/or the Mednefits Credits for any reason whatsoever, including (but not limited to):

(a) the Services Term not being in effect;

(b) the Security Deposit held being deemed by Mednefits as insufficient;

(c) the Customer’s failure to comply with its obligations hereunder; and

(d) any Members’ failure to comply with any applicable policies issued from time to time by Mednefits.

5. MEMBERS AND BENEFITS

5.1. Benefits Schedule.  Every Member associated with a Member Seat shall be entitled to utilise the benefits set out in the Benefits Schedule, in accordance with Mednefits’ Member Terms of Service.

5.2. Functionalities.  Certain features and/or functionalities may not be available to certain Member Seats due to the plan the Member Seat was acquired under.

5.3. Member Seats.  Only one Member is allowed per Member Seat.  Multiple Members are not allowed to use the same Member Seat.

5.4. Ordering of Seats.  The Customer may from time to time order Member Seats by (a) submitting an Enrolment Form; (b) submitting a request via email to Mednefits; or (c) through the Platform by using the Company Account.

5.5. Assignment of Seats.  Only one Member is allowed per Member Seat.  Multiple Members are not allowed to use the same Member Seat. For the period a Member is associated with a Member Seat, he or she must be either (a) an employee of the Customer; or (b) an Employee Dependant.  A Member Account will be created whenever a Member is associated with a Member Seat.  The Customer may replace an existing Member occupying a Member Seat with a new Member (whereupon the existing Member shall no longer be associated with a Member Seat).

5.6. Open Seats.  Mednefits is not liable for any refunds or other payments for any Member Seats which is ordered by the Customer but remains open or unassociated with any person.

5.7. Pro Rating.  All Member Seats which the Customer becomes entitled to or which is purchased during a Services Term shall have a term pro-rated to end on the last day of that Services Term.

5.8. Cancellation of Member Seats.

(a) During the Services Term, if a Member assigned to a Member Seat:

(i) (in the case of the Member not being an Employee Dependant) leaves the employment of the Customer; or

(ii) (in the case of the Member being an Employee Dependant) ceases to be an Employee Dependant by reason of the primary Member leaving the employment of the Customer, then the Customer may cancel such Member Seat(s) by giving Mednefits prior written notice of the same. The cancellation shall take effect on the last day of the calendar month in which the aforesaid notice is given, provided that should the aforesaid notice be given within the last two (2) weeks of a calendar month, then the cancellation shall take effect on the last day of the following calendar month.

(b) For cancelled Member Seats that are under:

(i) the Standalone PRO Plan, Mednefits shall, within a reasonable time following the effective date of the cancellation, refund to the Customer 70% of the pro-rated amount paid by the Customer for that particular Member Seat (based on the number of calendar days the Member Seat was ordered for during the Services Term); and

(ii) the Standalone LITE Plan, no refunds shall be payable by Mednefits.

No refunds shall be payable by Mednefits for any other grounds.

5.9. Customer’s Responsibility.

(a) The assignment, association, allocation, replacement and cancellation of all Member Seats shall be the sole responsibility of the Customer and the Customer shall be fully liable for all acts and omissions that occur under all of its Member Seats.

(b) The Customer undertakes to provide Mednefits with all reasonable information and documents as may be requested by Mednefits for it to ascertain whether any assignment , use or cancellation whatsoever of Member Seats is in accordance with the provisions of this Agreement (for example, on the relationship of an Employee Dependant with the primary employee Member and whether an employee has actually left the employment of the Customer). In this respect, the Customer must obtain all consents necessary in order for such personal data to be disclosed to and used by Mednefits in accordance with the Privacy Policy.

6. CUSTOMER’S OBLIGATIONS

6.1. Member Terms of Service.  The Customer must (and must ensure that the Members must) only use the Platform in accordance with the Member Terms of Service.

6.2. Administrators.  If Mednefits in its absolute discretion permits, the Customer may specify such number of personnel (as determined by Mednefits in its absolute discretion) through the Platform to act as the administrator(s) of the Customer’s Company Account.

6.3. Responsibility.  The Customer is solely responsible for ensuring that:

(a) all activities that occur in connection with the Accounts comply in all respects with this Agreement;

(b) the particulars of every Member as provided to Mednefits is complete, accurate and not misleading in any way (and that all consents for Mednefits to collect, use, disclose, store, process and transmit every Member’s personal data in accordance with the Privacy Policy have been duly obtained and remains in force for the period the Members uses the Platform); and

(c) the confidentiality of all Accounts and their passwords are maintained.

6.4. Notification of Breach.  The Customer must notify Mednefits immediately of any breach of security or unauthorised use of the Accounts.  Notwithstanding any notification as aforesaid, Mednefits is not liable for any losses or damages caused by any unauthorised use of the Accounts.

6.5. Reliance on Instructions.  The Customer acknowledges and agrees that Mednefits will rely on the instructions sent to Mednefits through the Platform (from the Accounts), from the Customer’s email address(es) and/or from the Members’ email address(es). Mednefits shall have no liability in respect of any actions taken by it in reliance of such instructions of the Customer received through the Platform, from the Customer’s email address(es) and/or from the Members’ email address(es).  The Customer undertakes to bear all liability in respect of all instructions given to Mednefits via the Platform using the Accounts, from the Customer’s email address(es) and/or from the Members’ email address(es).

6.6. Member Consent.  The administrators of the Company Account may have the ability to access, monitor, use, process or disclose data which are available to Members within the Member Accounts.  The Customer must obtain and maintain all consents from the Members necessary to allow (a) Mednefits to provide the Platform; and (b) Mednefits and the Customer to access, monitor, use, process and disclose such data (and, where it pertains to personal data, in accordance with the Privacy Policy).

7. MEDNEFITS’ RIGHTS

7.1. Suspension.  Should the Member and/or the Customer be found to be in breach of (or are otherwise not complying in all respects with) this Agreement (as determined by Mednefits in its sole discretion), then Mednefits shall have the right (without being in breach of this Agreement) at any time to:

(a) suspend or withhold any Members’ and/or the Customer’s access to or use of the Platform;

(b) suspend or withhold any Members’ entitlement to utilise any of the benefits set out in the Benefits Schedule;

(c) suspend any Accounts; and/or

(d) withhold, suspend and/or withdraw performance by it of any of its obligations hereunder.

8. TERM AND TERMINATION

8.1. Term.  This Agreement shall remain in full force and effect for the Term.

8.2. Services Term.  The Platform will be provided to the Customer during the Services Term.  The first Services Term shall commence on the Plan Start Date.

8.3. Renewal.

(a) If the Customer does not wish to renew the Services Term, it must give Mednefits notice of the same at least two (2) months prior to the end of the relevant Services Term.

(b) Subject to earlier termination as is expressly set forth and permitted in this Agreement, the Services Term shall automatically renew for an additional one (1) year and Mednefits shall continue billing the Customer based on the last known number of Member Seats ordered by the Customer.

8.4. Termination.  Either Party may terminate this Agreement at any time:

(a) by giving the other Party at least seven (7) Business Days’ written notice; or

(b) with immediate effect by either Party giving notice to the other Party, if the other Party is in material breach of this Agreement and such breach is not remedied within ten (10) Business Days of a notice requiring the other Party to rectify such breach.

8.5. Effect of Termination.  Upon termination or expiration of this Agreement howsoever arising:

(a) all rights and licences granted by Mednefits hereunder shall immediately terminate;

(b) the Customer must (and must ensure that all Members must) immediately cease all access and use of the Accounts and the Platform;

(c) the Customer must immediately deliver and return to Mednefits all confidential information of Mednefits and/or (at Mednefits’ sole election) destroy (provided that any such destruction shall be certified by a duly authorised representative of the Customer) all copies, reproductions, summaries, analyses or extracts thereof or based thereon in the Customer’s, the Member’s or any of the Customer’s employees, officers, agents or subcontractors’ possession, custody or control;

(d) the Customer shall not thereafter utilise or exploit the confidential information in any way whatsoever;

(e) all amounts accrued shall immediately become due and payable, and the Customer must immediately settle all outstanding payments with Mednefits;

(f) (where applicable) Mednefits will return to the Customer the Security Deposit and other deposit amounts which is held by it pursuant to the provisions hereunder;

(g) no premiums shall be refunded by Mednefits in respect of any time period prior to the termination or expiration of this Agreement;

(h) Mednefits may retain the data associated with the Accounts for a period of time (and, where it concerns personal data, in accordance with its Privacy Policy); and

(i) clauses which by their nature are intended to survive shall continue in full force and effect (including, but not limited to, clauses 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification) and 20 (General)).

9. REPRESENTATIONS AND WARRANTIES

9.1. The Customer represents and warrants to Mednefits at all times that:

(a) it is a company or partnership (as the case may be) duly organised, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or registered;

(b) it has the full power and authority to enter into this Agreement and to perform all of its obligations hereunder;

(c) the entry into this Agreement have been duly and effectively authorised by all necessary corporate actions on its part and this Agreement constitutes binding and enforceable obligations upon it;

(d) the entry into or performance by it of its obligations under this Agreement do not and will not conflict with or result in a breach of (i) any law, regulation, order, judgment or decree of any court, governmental authority or regulatory body applicable to it; or (ii) its constitutional documents;

(e) it will comply in all respects with all laws and regulations applicable to it in relation to its use of the Platform; and

(f) it will be solely responsible for all of its Members’ actions on the Platform.

10. CONFIDENTIALITY

10.1. Obligation.  The Customer must (and must ensure that its Members, officers, employees and agents must) keep and maintain all confidential information relating to Mednefits (including its goods, services, trade secrets, trade connections, confidential operations, business affairs, finances, marketing information and other information which is either marked confidential or by its nature intended to be exclusively for the knowledge of the Customer) which are disclosed to the Customer by or on behalf of Mednefits (whether orally or in writing, whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by the Customer (or any of its Members) strictly secret and confidential.

10.2. Permitted Disclosures.  Notwithstanding the foregoing, the Customer may disclose the aforementioned information:

(a) to its employee, director, officer, consultant, representative, insurer or adviser acting on its behalf, provided that such disclosure is (i) on a strictly need-to-know basis; and (ii) prior to any such disclosure, such person or entity (1) has entered into a confidentiality deed with the Customer in a form consistent with the obligations of confidentiality hereunder; or (2) is otherwise bound by restrictions regarding the disclosure and use of such confidential information (whether contractual, legal or fiduciary) owed to the Customer that are comparable to and no less restrictive than those set forth in this Agreement; or

(b) pursuant to an order of court of competent jurisdiction or by a governmental authority, provided that in each such case, Mednefits is first notified in writing in advance of such disclosure.

10.3. Exceptions.  The obligations of confidentiality shall not apply to the extent that:

(a) the information is in the public domain at the date as at the date of this Agreement or becomes part of the public domain other than as a result of an unauthorised disclosure by the Customer;

(b) the information is obtained from a third party who is lawfully in possession of it and may lawfully disclose it to the Customer; and

(c) the information is or has been independently developed by an employee of the Customer who has no knowledge of the disclosure by Mednefits (as shown by appropriate records).

11. INTELLECTUAL PROPERTY

(a) Mednefits and its licensors shall own and retain all rights, title and interests (including all related intellectual property rights) in and to (a) the Platform; and (b) any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or any other person relating to the Platform.

(b) The Customer undertakes not to infringe upon the intellectual property rights of Mednefits or of any third party.

(c) No conveyance or transfer of ownership in respect of any intellectual property of Mednefits shall be construed or implied from this Agreement.

(d) No right or licence in respect of the brand features of Mednefits is granted to the Customer or its Members.

12. Publicity

(a) The Customer agrees that Mednefits may make public announcements and disclosures stating that the Customer is a customer of Mednefits.

(b) The Customer grants to Mednefits a non-exclusive, revocable, worldwide, royalty-free, fully paid-up right and licence to use, reproduce, copy, encode, store, publish, distribute and publicly display the Customer’s trademarks, service marks, logos, domain names and other distinctive brand features (as the Customer may from time to time secure).

13. PERSONAL DATA, PRIVACY AND COOKIES

13.1. Privacy Policy.  The Privacy Policy shall be incorporated by reference into (and forms an integral part of) this Agreement.

13.2. Disclosure to Mednefits.  Where the Customer or its Members discloses any personal data to Mednefits, the Customer is representing and warranting that:

(a) Mednefits may collect, use, disclose, store, retain, process and transmit all such personal data in accordance with Mednefits’ Privacy Policy, without being in breach of any applicable law (including, but not limited to, the Personal Data Protection Act 2012 of Singapore and the General Data Protection Regulations of the European Union); and

(b) all necessary consents and approvals as required under applicable laws (including, but not limited to, the Personal Data Protection Act 2012 of Singapore and the General Data Protection Regulations of the European Union) have been obtained, such that Mednefits may collect, use, disclose, store, process and transmit the personal data of such individuals in accordance with the Privacy Policy.

13.3. Consent.  The Customer hereby consents to Mednefit’s collection, use, disclosure and processing of all personal data (as disclosed by the Customer or any of its Members to Mednefits) in accordance with the Privacy Policy.

13.4. Compliance with Mednefits Privacy Policy. The Customer undertakes to only collect, use, disclose, store, retain, process and transmit all personal data disclosed by Mednefits strictly in accordance with Mednefits’ Privacy Policy and all applicable laws (including, but not limited to, the Personal Data Protection Act 2012 of Singapore and the General Data Protection Regulations of the European Union).

14. THIRD PARTY INTERACTIONS

14.1. Third Party Goods and Services.  During the use of the Platform, the Customer or its Members may enter into correspondence with or purchase goods and/or services from third party services providers marketing or making information available about their goods and/or services through the Platform.  Any such activities (and any terms, conditions, representations or warranties associated with such activities) are solely between the Customer, the Members and/or the applicable third party.  Mednefits (together with its licensors) shall have no liability, obligation or responsible for any such correspondence, purchase, transaction or promotion between the Customer, the Members and/or any such third party.

14.2. No Endorsements.  Mednefits does not endorse any applications or sites that are linked or marketed through the Platform and in no event shall Mednefits be responsible for any content, products, goods, services or other materials on or available from such applications, sites or third parties.  All goods and services which the Customer and/or its Members obtains from any third parties (whether linked to, marketed on or made available through the Platform or otherwise) are entirely at their own risk.

14.3. Third Party Terms.  Certain third party providers may require the Customer and/or the Members to agree to additional or different terms of use prior to the Customer’s and/or the Members’ access to or use of such goods or services.  Mednefits is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between the Customer, the Members and/or the third party providers.

15. DISCLAIMERS

15.1. No Warranty.  The Platform is provided on an “as is”, “where is” and “as available” basis without warranties of any kind.  Mednefits expressly disclaims any and all warranties (whether express or implied) including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, freedom from malicious code and non-infringement.

15.2. Disclaimers.  To the fullest extent permissible under applicable laws, Mednefits expressly disclaims all liability for:

(a) the truth, accuracy, adequacy, completeness or reasonableness of the content contained in or accessed through the Platform;

(b) the goods and services offered, supplied or performed by any third party provider (whether linked to, marketed on or made available through the Platform or otherwise);

(c) the quality or suitability of the any third party provider (whether linked to, marketed on or made available through the Platform or otherwise);

(d) the Platform being uninterrupted or free from errors, loss, corruption, attack, viruses, interference, hacking or other security intrusion;

(e) losses arising from the Customer’s failure to fulfil its obligations under this Agreement;

(f) loss of profits, loss of anticipated savings, loss of business, loss of opportunity, loss of revenue, loss of time, loss of goodwill or injury to reputation, and loss of or harm to data, whether direct or indirect, nor for any punitive, indirect, consequential or special losses, howsoever caused and whether foreseeable or not;

(g) losses caused by or in connection with death or personal injury due to the Customer’s negligence, fraud or wilful misconduct;

(h) losses arising from any breach of applicable data protection laws due to the Customer’s failure to obtain and maintain the relevant consents from its Members, officers and employees in order for Mednefits to provide the Services pursuant to the provisions hereunder;

(i) loss of data, information and records (howsoever caused) and computer malfunction; and

(j) loss arising from any cause whatsoever through no fault of Mednefits (including, but not limited to, any computer or system virus interference, sabotage or any other causes whatsoever which may interfere with the computer systems of the Customer or its Members; and any loss of, destruction to or error in the Customer’s or its Members’ data, information and records, howsoever caused).

15.3. No Insurance Services.  Mednefits is not licenced to, and does not, provide insurance intermediary or brokerage services.

15.4. No Fiduciary Duty; No Professional Advice.  Mednefits does not assume any advisory, fiduciary or other similar duties to the Customer or any of its Members.  All information made available on the Platform is purely for informational purposes only.  Nothing on the Platform shall be construed as professional advice.  The Customer and its Members must always seek independent professional advice from a person licenced and qualified to advise in the relevant subject matter.

15.5. Survival.  The provisions of this clause 15 shall survive and continue in full force and effect notwithstanding the termination or expiration of this Agreement.

16. LIMITATION OF LIABILITY

16.1. Maximum Amount.  Notwithstanding any provision to the contrary, the maximum aggregate liability of Mednefits arising out of or in connection with this Agreement whenever made shall be limited to SGD100.

16.2. Time Limit.

(a) Notwithstanding any provision to the contrary, no action, suit or proceeding regardless of form arising out of or in connection with this Agreement may be brought by the Customer against Mednefits unless:

(i) notice of the claim is received in writing by Mednefits:

(1) within two (2) weeks from the date the cause of action first arose; or

(2) if the Customer can prove to Mednefits’ reasonable satisfaction that it was impossible to comply with this time limit, as soon as reasonably practicable;

(ii) Mednefits is given at least one (1) month from its receipt of the aforementioned notice to remedy the claim set out in such notice; and

(iii) if such claim is not remedied to the Customer’s reasonable satisfaction within the one (1) month period as aforesaid or in any event otherwise, such action is brought within one (1) year from the date the cause of action first arose.

(b) For the avoidance of doubt, the Customer agrees that all action against Mednefits must be brought within one (1) year from the date the cause of action first arose.  If no action is brought within one (1) year from the date the cause of action first arose, the Customer agrees to and shall be deemed to have irrevocably waived and released Mednefits from any claim or liability relating thereto.

16.3. Independent Limitations.  Each qualification and limitation in this clause 16 shall be construed independently of the others and shall not be limited by any other qualification or limitation.

16.4. Survival.  The provisions of this clause 16 shall survive and continue in full force and effect notwithstanding the termination or expiration of this Agreement.

17. INDEMNIFICATION

17.1. Indemnity.  The Customer agrees to indemnify (i) Mednefits; (ii) Mednefits’ related corporations; and (iii) Mednefits’ (and Mednefits’ related corporations’) officers, directors, agents, partners and employees (together, the “Indemnified Parties”) against all claims, damages, losses, obligations, deficiencies, judgments, awards, demands, penalties, taxes, expenses, disbursements, costs, fines and other liabilities (including, but not limited to, any expenses of investigation and legal fees and expenses in connection with any action, suit or proceeding) suffered or incurred by the Indemnified Parties arising out of or in connection with:

(a) any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Customer under this Agreement;

(b) any infringement of any intellectual property rights as a result of the act or omission of the Customer or any of its Members;

(c) any violation of any third party rights by the Customer or any of its Members;

(d) the Customer’s breach of any provision of this Agreement;

(e) any other person’s breach of any provision of this Agreement, where such person was able to access and use the Platform using the Customer’s Accounts; and

(f) any breach of applicable data protection laws (including, but not limited to, the Personal Data Protection Act 2012 of Singapore and the General Data Protection Regulations of the European Union) as a result of the act or omission of the Customer or any of its Members.

17.2. Survival.  The provisions of this clause 17 shall survive and continue in full force and effect notwithstanding the termination or expiration of this Agreement.

18. MODIFICATION

18.1. Modification to the Platform.  Mednefits may from time to time make commercially reasonable changes to the Platform.  Where Mednefits wishes to make material changes to the Platform, Mednefits will notify the Customer of such changes.

18.2. Modification to this Agreement.  Mednefits may from time to time:

(a) amend and supplement this Agreement; and

(b) prescribe additional terms and conditions in respect of any particular (i) Account; and/or (ii) goods and services on the Platform, provided that any such amendments, supplements or additions shall be published on the Site at least two (2) weeks prior to their effective date.

It is the Customer’s responsibility to check the Site and this Agreement from time to time to determine if there are any amendments, supplements and/or additions to this Agreement.

If the Customer does not agree to any amendments, supplements and/or additions to this Agreement, the Customer’s sole remedy shall be to terminate this Agreement by giving written notice to Mednefits before the effective date of any such changes.

The Customer’s continued access and use of the Platform after any amendments, supplements and/or additions to this Agreement shall constitute the Customer’s acceptance to such amendments, supplements and/or additions.

19. SPECIFIC TERMS AND CONDITIONS

Certain goods or services that are part of the Platform may be subject to their own terms and conditions (“Specific Terms”).  The Specific Terms supplements this Agreement.  If there are any conflicts between this Agreement and the Specific Terms, the Specific Terms shall prevail to the extent of such conflict.

20. GENERAL

20.1. Notice.

(a) All notices and other communications given by Mednefits under this Agreement (including any changes to this Agreement) may be given by email, regular mail, SMS, through the Platform or such other means as Mednefits deem necessary.  Such notices and communications shall be deemed received when sent by Mednefits.

(b) All notices and other communications given by the Customer under this Agreement must be given to Mednefits by email (which shall be deemed received at the time it was sent, unless the sender receives an automated response indicating that the recipient was unavailable) or by prepaid post to Mednefits’ registered office address (which shall be deemed received on the third (3rd) Business Day following the day it was posted).

20.2. Force Majeure.  Mednefits shall not be liable for inadequate performance under this Agreement to the extent caused by a condition (such as natural disaster, act of war or terrorism, riot, labour condition, governmental action, and disruption or disturbance of the Internet or energy sources) that was beyond the reasonable control of Mednefits.

20.3. Set Off by Mednefits.  Mednefits shall be entitled to, at any time without notice to the Customer and from time to time without prejudice to any other remedies available to Mednefits, set off any amounts due to the Customer against any obligation owed by Mednefits to the Customer, whether present or future, actual or contingent, liquidated or unliquidated, primary or collateral, several or joint.

20.4. Entire Agreement.  This Agreement (together with all documents referenced herein) embodies all the terms and conditions agreed upon between the Customer and Mednefits as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings (if any) between the Customer and Mednefits with respect to the subject matter hereof, whether such be written or oral.

20.5. No Partnership.  Mednefits is an independent contractor of the Customer and nothing herein this Agreement shall be construed as creating the relationship of employer and employee, principal and agent, partnership or joint venture or any other fiduciary relationship.

20.6. No Third Party Rights.  Except for the related corporations of Mednefits and the Indemnified Parties, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act of Singapore to enforce any provision of this Agreement.

20.7. Variation.  Any variation to any provision of this Agreement must be in writing and executed by Mednefits.

20.8. Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, then this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision, and the legality, validity and enforceability of such provision in any other jurisdiction shall not be affected.

20.9. No Waiver.  No delay or failure by Mednefits to exercise or enforce any right, power or remedy under this Agreement shall constitute or operate as a waiver of that right, power or remedy or any other right, power or remedy under this Agreement or operate so as to prevent the subsequent exercise or enforcement of any such right, power or remedy. Any waiver by Mednefits must be expressly made in writing and signed to be effective.

20.10. No Assignment.  The Customer may not transfer or assign any rights or obligations which it has under this Agreement without the prior written consent of Mednefits.  Mednefits reserves the right at any time to transfer or assign this Agreement or any right or obligation under this Agreement to any third party.

20.11. Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.  Any party hereto may enter into this Agreement by executing such counterpart (which may include counterparts delivered by facsimile and/or electronic transmission) and each counterpart shall be as valid and effectual as if executed as an original.

20.12. Arbitration.  Any dispute arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.  The seat of the arbitration shall be Singapore.  The Tribunal shall consist of one (1) arbitrator.  The language of the arbitration shall be English.

The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

20.13. Governing Law.  This Agreement shall be governed exclusively by the laws of Singapore.