These terms of use ("Terms of Use") governs your use of the website/platform on www.genejunction.com or any other internet domain property of GeneJunction Sdn Bhd (Registration No. 202001042506 (1398827-W)) ("GeneJunction") or any entities which are members of GeneJunction group of companies whether or not directly or indirectly controlled by GeneJunction ("Website") and GeneJunction's mobile application available on mobile operating systems ("Mobile App") (collectively, the "Platform").

These Terms of Use are without prejudice to any other terms and conditions and our Privacy Policy as may be found on the Platform. In the event of any conflict, the conflict shall be resolved in the following order of primacy: (i) these Terms of Use; (ii) our Privacy Policy; and (iii) any other terms and conditions as may be found on the Platform.

Definition:

In this Terms of Use, save where the context otherwise requires, the following words and expressions shall have the meanings respectively set out opposite them:

“Account” means your account which you have registered with us for access to the Platform as a Consultant;

“Affiliates” means any entities which are members of GeneJunction group of companies whether or not directly or indirectly controlled by GeneJunction;

“Consultants” means a medical centre, hospital, clinic or healthcare professionals (including Medical Practitioners) who are registered with us to offer and provide the Services on the Platform;

“Fees” means fees payable by you to us in consideration of the provision of the Platform for you to provide Services which shall be calculated based on 12% of the aggregate payment received from the Users in respect of the TeleConsult Services rendered by you through the Platform;

“Medical Practitioners” means a licensed medical doctor within the jurisdiction in which the Medical Practitioner practices;

“Member” means any person that has registered for an account as a Member on the Platform and is subjected to the Platform / Member’s Terms of Use therein;

“Member+” means any member who has subscribed and paid the subscription fees in accordance with paragraph 4.1 of the Platform / Member’s Terms of Use and who has access to Healthcare Data on HealthFolio.

“On-site Consultation Booking Services” means the service to book or make appointments for physical consultation between the Consultant and the Member or Member+ at the Consultant’s premises;

“Personal Data” shall have the same meaning in the Privacy Policy;

"Privacy Policy” means the privacy policy of GeneJunction, as may be amended from time to time, which can be found on the Platform;

“Services” means consult-linked services provided by a Consultant on or through the Platform such as, including but not limited to, (i) TeleConsult Services, (ii) On-site Consultation Booking Services, (iii) diagnostic services, and (iv) prescription fulfilment service;

“TeleConsult Services” means the online consultancy appointments or virtual clinic between the Consultants and the Member or Member+; and

"User" means collectively, Member and Member+.

Any references to “we/us/our/GeneJunction” in these Terms of Use refer to both GeneJunction’s actions and/or as the operator of the Platform, where applicable.

Headings in these Terms of Use are for convenience of reference only and shall not affect the interpretation hereof. Words importing the singular include plural and vice versa. Words importing any gender include all gender. Reference to a person shall include reference to a body corporate and unincorporated body of persons and vice versa.

To be a Consultant, you will need to have an account registered with us in order to access the Platform to offer and provide the Services on or through the Platform. You may sign up and register for an account on the Platform and you will be subject to these Terms of Use.

The following governs the terms and conditions for the registration as a Consultant and for an account with us:

2.2.1	In case of medical centres, hospitals or clinics: 2.2.1.1 Only medical centres, hospitals and clinics that have been incorporated as private limited companies, public listed companies, partnerships, limited liability partnerships or businesses or any other applicable body corporate can register as a Consultant. 2.2.1.2 You will be required to submit to us all applicable statutory incorporation forms and documents (for example, where a Malaysian private limited company is registering as Consultant, the company would need to submit the Form 8 or 9: Certificate of Incorporation under the Companies Act 1965 or Certificate of Incorporation issued pursuant to Section 17 of the Companies Act 2016) or any other related certificate of registration. Where your company is not incorporated in Malaysia, you will be required to submit to us all applicable certificates of incorporation and such other documents as may be required by us. All Consultants will be required to submit medical licences and/or practising certificates from each of your Medical Practitioners who will be representing your organisation to offer the Services on the Platform. You may upload and provide the specialty or focus for each of your Medical Practitioner on the Platform. 2.2.1.3 You hereby agree and acknowledge that you guarantee the accuracy, veracity and authentication of your identification and all documentation submitted to us and you shall assume the risk and/or responsibility for any incorrect, untrue or false documentation and identification. You hereby represent and further confirm that you have obtained the consent for the collection, processing, use and disclosure of your Medical Practitioner's Personal Data when you are submitting the Personal Data of your Medical Practitioners to us or uploading and providing the same on the Platform. 2.2.1.4 You shall fully and effectively indemnify us from and against any damages, losses, liabilities, costs, claims, charges and/or expenses (including legal fees on a solicitor and client basis) which we may suffer or incur or which may be brought against us in any jurisdiction arising, directly or indirectly, out of, or in respect of, or in connection with any representation, information, confirmation, documents and/or data given by the you to us which is untrue or inaccurate, including without limitation, failing to obtain the consent from your Medical Practitioner for collecting, processing, using and/or disclosing their Personal Data to us on the Platform.
2.2.2	In case of healthcare professionals or Medical Practitioners: 2.2.2.1 You would be required to provide contact details, including but not limited to full name, birth date, email address, contact details, gender, valid medical licences and/or practising certificates. 2.2.2.2 You hereby agree and acknowledge that you guarantee the accuracy, veracity and authentication of your identification and all documentation submitted to us and you shall assume the risk and/or responsibility for any incorrect, untrue or false documentation and identification. 2.2.2.3 You shall fully and effectively indemnify us from and against any damages, losses, liabilities, costs, claims, charges and/or expenses (including legal fees on a solicitor and client basis) which we may suffer or incur or which may be brought against us in any jurisdiction arising, directly or indirectly, out of, or in respect of, or in connection with any representation, information, confirmation, documents and/or data given by you to us which is untrue or inaccurate.
2.2.3	Successful registration as a Consultant is subject to our due diligence process and approval. We shall have the sole and absolute discretion to reject or refuse any registration without providing any reasons. You agree and acknowledge that we shall reserve the right and shall have the sole and absolute discretion to request for any further and/or additional documentation at any time and from time to time, including after you have successfully register as a Consultant and your Account has been created and you will agree to comply with any and all request for additional documentation. In the event that you fail to comply with our request for additional documentation, you hereby acknowledge that we shall have the sole and absolute discretion to suspend your Account.
2.2.4	Once you have successfully registered your Account, you may proceed to log in and use the Platform.
2.2.5	Registration for an account is free of charge, as such you would not be required to make any payment when signing-up and registering for an account.

You are responsible for protecting the confidentiality of your Account, in particular your username and password, and any activity under your Account (including those carried out by your Medical Practitioners) will be deemed to have been carried out by you. Where you and/or Medical Practitioners provide false and inaccurate details, GeneJunction shall have the right to suspend your Account and/or terminate any transaction made by you and/or your Medical Practitioners through your Account. You hereby understand that Genejunction shall not be held liable for any inaccurate, false or misleading information provided by you and/or your Medical Practitioners to GeneJunction. Save to your Medical Practitioners that have been submitted to us, you agree and undertake that you shall not at any time disclose such information relating to your Account to any other party and/or allow any third party to use your Account to access the Platform to provide the Services.

Your subscription as a Member+ shall subject to the following terms and conditions:

You are responsible for protecting the confidentiality of your Account, in particular your username and password, and any activity under your Account will be deemed to have been carried out by you. Where you provide false and inaccurate details, GeneJunction shall have the right to suspend your Account and/or terminate any transaction made by you through your Account. You hereby understand that Genejunction shall not be held liable for any inaccurate, false or misleading information provided by you to GeneJunction. You shall not at any time disclose such account information to any other party and/or allow any third party to use your Account to access the Platform to purchase or use the Services. 

Subject to the terms and conditions found in these Terms of Use, GeneJunction grants you a temporary, non-exclusive, non-transferable, revocable licence to view and access content on the Platform, and offer and provide Services on the Platform through your Account.

In addition to these Terms of Use, you shall use the Platform to offer and provide Services in compliance with all laws, directives and regulations applicable to you. Where access to the Platform or the offering or provision of Services is prohibited in your relevant country or jurisdiction, you shall not attempt to access the Platform and/or circumvent any measures restricting access to the Platform.

You shall NOT use the Platform:

(a)	in any way that breaches any applicable local, national or international law or regulation;
(b)	in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c)	for the purpose of harming or attempting to harm minors (i.e. a person who has not attained the age of 18) in any way;
(d)	to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards;
(e)	to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and
(f)	to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

For information, our “content standards” shall mean the following:

(a)

materials which are: (i) accurate (where they state facts); (ii) genuinely held (where they state opinions); and (iii) complied with applicable laws in Malaysia and in any other country from which they are posted;

(b)

materials which do not and/or are not: (i) contain any material which is defamatory, obscene, offensive, hateful or inflammatory to any person; (ii) promote violence, sexually explicit material, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (iii) infringe any copyright, database right or trademarks of any other person; (iv) likely to deceive any person; (v) made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; (vi) promote any illegal activity; (vii) threatening, abusive, or invasive to another’s privacy or cause annoyance, inconvenience or needless anxiety; (viii) likely to harass, upset, embarrass or alarm any other person; (ix) used to impersonate any person, or to misrepresent your identity or affiliation with any person; (x) give the impression that they emanate from us, if this is not the case; and/or (xi) advocate, promote or assist any unlawful act such as, including but not limited, copyright infringement or computer misuse.

You also agree:

(a)	to obtain all necessary hardware, software and communications services necessary for your use of the Platform. Any network connectivity costs shall be born exclusively by you;
(b)	to take own steps to ensure the security of your device used to access the Platform;
(c)	not to reproduce, duplicate, copy or re-sell any part of the Platform in contravention of the provisions of these Terms of Use; and
(d)	not to access without authority, interfere with, damage or disrupt any part of the Platform, any equipment or network on which the Platform is stored, any software used in the provision of the Platform; or any equipment or network or software owned or used by any third party.

Any unauthorised use of the Platform shall result in suspension or termination of your Account under paragraph 9 of these Terms of Use.

The licences granted herein do not confer on you any rights to use any other intellectual property rights of GeneJunction, its Affiliates, partners and/or licensors (as the case may be), including “GeneJunction”, the GeneJunction logos and any other logos, service marks, slogans, product names and designations and other proprietary indicia used as part of the Platform, all of which are and remain the property of GeneJunction, its Affiliates, partners and/or licensors (as the case may be).

GeneJunction shall have the right to at any time and from time to time:

(a)	automatically update the Platform and its components on your device, add or remove functionalities, features or services;
(b)	vary user account rights or impose user account restrictions, resource limits or fees or suspend or terminate the functionalities, features or services and/or user rights; and/or
(c)	deny or restrict access to the Platform or any functionalities, features or services whether to any user or generally, or to block access from or to any resources at any time without ascribing any reasons whatsoever.

Only persons with an account to act as a Consultant with us will be able to access the Platform to offer and provide the Services.

You shall make your best effort to attend the appointment with the User at the time slot which the User has booked for.

Where the User has booked and paid for an appointment but you or your Medical Practitioners are subsequently unable to attend the appointment at the time slot, you or your Medical Practitioners shall be entitled to reschedule, which shall not be more than two (2) rescheduling, or cancel the said appointment. Cancellation of appointment by you or your Medical Practitioners shall lead to a full refund of the payment made for the Services to the User, which may take up to fourteen (14) working days upon the date of cancellation. For the avoidance of doubt, rescheduling of appointment is subject to you or your Medical Practitioners’ availability.

In the event of cancellation of appointment, you and/or your Medical Practitioner hereby agree that GeneJunction shall be in its sole and absolute discretion, entitled to impose a 2% cancellation fee calculated based on the total payment for the Services payable by the Users in an appointment for the TeleConsult Service, which shall be charged and invoiced to you or be set off against any funds available in your Account with us. In the event there is no funds available in your Account and that you have failed or refused to pay any amount owing to us, paragraph 10.2 of these Terms of Use shall apply.

We are committed to protecting and respecting your privacy. We will endeavour to comply with all applicable data protection and privacy laws and regulations in Malaysia. Please take the time to familiarise yourself with our Privacy Policy, which you will be deemed to have read, understood and accepted by using the Platform.

You agree, acknowledge and undertake that you and you shall procure your Medical Practitioners to at all times abide by the terms of our Privacy Policy and comply with the applicable data protection laws and regulations in respect of the processing, dealing, storage or transfer of the Personal Data provided to or possessed by you.

You further agree and undertake that you and you shall procure your Medical Practitioners to at all times:

6.3.1	process the Personal Data according to the local data protection laws and regulations;
6.3.2	implement appropriate governance, physical, technical and organisational measures to ensure a level of security in line with the risk that the processing represents;
6.3.3	be vigilant on risks without exposing GeneJunction to undue risks;
6.3.4	ensure any assets and systems that you and/or your Medical Practitioners have been granted access to are protected from abuse and malware and to ensure a maintain a high level of confidentiality, integrity and availability; and
6.3.5	comply with all applicable data protection policies and standards of GeneJunction.

You agree and undertake to fully and effectively indemnify us from and against any damages, losses, liabilities, costs, claims, charges and/or expenses (including legal fees on a solicitor and client basis) which we may suffer or incur or which may be brought against us in any jurisdiction arising, directly or indirectly, out of, or in respect of, or in connection with any of your and/or your Medical Practitioners’ breach of the terms of our Privacy Policy and/or applicable data protection laws and regulations.

We are the rightful owner or valid licensee of all intellectual property rights (including but not limited to, patents, copyrights, trademarks, service marks, logos, trade names and know-how) in and to the Platform and all of its content (including but not limited to, text, articles, pictures, images, photographs, graphics, animations, pictures, software and programs, files, video, audio and music). You acknowledge and agree that you acquire absolutely no rights or licences in or to the Platform or its contents through your use of the Platform.

You shall not reproduce, distribute, exploit, communicate, reverse engineer, decompile, disassemble, perform, modify, translate, create any derivative works from or adapt any content, source code, design or any other intellectual property relating to the Platform or its content, except in the following circumstances:

(a)	to the extent that such acts are required for the lawful and fair dealing of the Platform;
(b)	as permitted through the functionality of the Platform available to your class of User, e.g. sharing our articles using tools that we make available on the Platform;
(c)	with our express prior written permission; or
(d)	to the extent permitted by any applicable law.

While we welcome feedback on how we can better improve the Platform, you hereby acknowledge and agree that unless otherwise specified by us in writing, any feedback you provide is deemed to be non-confidential and non-proprietary, and we shall be free to use such information on an unrestricted basis.

Save for the Fees, the use of other features on this Platform is free. Notwithstanding, we may from time to time and at our sole discretion, impose fees and/or charges to use the other features of the Platform.

You agree that GeneJunction and its Affiliates are authorised to (a) charge and invoice you the Fees and to set off the same against any funds available in your Account with us; (b) collect payment for the Services from the Users on your behalf; (c) processing Users’ payments and refunds; (d) remitting your share of the payment for the Services to you; (e) where applicable and required under applicable laws, withhold any taxes and/or duties and (e) set off your funds available in your Account to pay us, our Affiliates or any other third parties any amounts you owe them arising from your use or transactions on the Platform. GeneJunction shall provide you with documents and/or statements proving such amounts that were deducted, set offed and/or withheld from the funds available in your Account with us.

Our obligation to remit your funds to you shall be limited to funds available in your Account after deduction of our Fees and any other sums owed by you to us, our Affiliates or third parties arising from your use and/or transactions on the Platform which shall include but not limited to any chargeback, refunds, reversal and/or withholding of sums due to anticipated claims. We strive to remit your share of the payment for the Services to you on a weekly basis but shall not be responsible if there are any delays for whatsoever reasons, including but not limited to unusually high amounts of request, weekends and public holidays.

Unless explicitly agreed between parties in writing and not prohibited by law, you will not have any interest or any other earnings from your funds remaining in your Account with us. You further agree that funds in your Account are unsecured in any claims against us and/or our Affiliates.

GeneJunction and its Affiliates shall have the sole and absolute discretion to withhold, delay, suspend or cancel any payments of the funds in your Account to you if GeneJunction and/or its Affiliates is of the view that (a) you have breached these Terms of Use; (b) your transaction or any action or omission with the Users are likely to result or have resulted in a breach of these Terms of Use (including failure to perform your obligations with the Users such as failure to provide Services); or (c) if there are any sums owed by you to us.

If any sums payable by you to us shall become due and unpaid, late payment interest at the rate of 8% per annum calculated on daily basis (or such rate of interest as allowed based on applicable law) shall be payable by you to us until the outstanding sum is fully paid and actually received by us.

If you have any disputes on any deductions made by us to your funds in your Account, you must notify us within sixty (60) days from such deductions, failing which you shall be deemed to waive your right to dispute such deductions.

GeneJunction shall not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:

(a)	Lack of authorisation for any transaction(s);
(b)	Any payment issues arising out of the transaction; or
(c)	Decline of transaction for any other reason(s).

If we are held liable for any taxes or tax compliance costs in connection with funds in your Account, you shall fully indemnify us for such tax liability or tax compliance costs irrespective of when such tax liability is assessed or when such tax compliance costs are incurred.

While the Platform is intended to be accessible 24 hours a day and 7 days a week, we do not guarantee constant, uninterrupted access to the Platform, or that the Platform will operate without faults or errors, or that the Platform will always remain available. We reserve the right without giving prior notice to change the form, nature and functionality of the Platform, to suspend access to the Platform or to shut it down indefinitely and without assigning any reason whatsoever therefore.

The content and information on the Platform, is provided “as is”, without any conditions, warranties or other terms of any kind. We provide no warranty as to the accuracy, timeliness, suitability for any purpose, completeness or reliability of any content or information on the Platform. We are under no obligation to update any content or information on the Platform. Any reliance placed on content or information on the Platform is made at your own discretion and risk. In particular, the content or information on the Platform is not intended to be and should not be relied upon as advice, representation or endorsement in respect of any specific business model, investment, sale, purchase and/or other financial or business decisions.

The Platform may contain advertising material submitted by third parties. We do not endorse, nor bear responsibility for the form, content or authenticity of such advertising material, including for its accuracy or suitability for any purpose, and the same shall be the sole responsibility of such third party.

We shall not be responsible or liable to you in the event of any systems or communications errors, bugs, malware or viruses as a result of your use of the Platform and its content which results in any damage whatsoever to your hardware, software and/or data.

In order to use the Platform, you may be required to download third party software. We do not provide any warranty nor accept any liability in respect of any consequences of the download, installation, operation and/or use of such third party software.

We do not warrant that the access to the Platform, the content and information and Services provided therein is legal in the jurisdiction that you access it from. It is your sole responsibility to ensure that you are acting legally in accessing the Platform, the content and information and Services provided therein. You agree to bear full responsibility and to indemnify us for any consequences of your unauthorised or illegal access.

We shall not be liable for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with your use of the Platform, the content and information and Services provided therein, except to the extent to which it is unlawful to exclude such liability under the applicable law.

We expressly exclude liability for any indirect, special, incidental or consequential loss or damage which may arise in respect of the use or otherwise of the Platform, the content and information and Services provided sold therein, and for any loss of profit, opportunity, business, revenue, goodwill or anticipated savings, whether or not such losses were within our contemplation at any material time.

You acknowledge that, with respect to any claim you may have arising out of or arising from your use of the Platform, any damage suffered by you will not be irreparable or otherwise be such as to entitle you to injunctive or other equitable relief or to in any way enjoin our exploitation or other use of the Platform and its content, and your rights and remedies in any such event shall be strictly limited to the right to recover damages in an action at law, if at all.

You agree that the following, amongst others, shall constitute as ground/event of termination:

(a)	any wrong medication or quality of treatment being given by you or your Medical Practitioners, or any medical negligence on your and/or your Medical Practitioners’ part;
(b)	inappropriate treatment, or similar difficulties or any type of inconvenience suffered by the User due to your and/or your Medical Practitioners’ failure to provide services agreed between you and/or your Medical Practitioners and the User;
(c)	any misconduct or inappropriate behaviour by you or your Medical Practitioners;
(d)	unreasonably failing to attend the appointment booked by the Users for [***] consecutive times;
(e)	failing to pay to GeneJunction any amount owing to us;
(f)	a receiver, receiver and manager, trustee, judicial manager, special administrator or similar official is appointed over any of your assets or undertaking;
(g)	you become unable to pay its debts when they are due or becomes unable to pay its debts within the meaning of the Companies Act 2016 or any other legislation regarding insolvency;
(h)	an application or order is made for the winding up or dissolution of you or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of you otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of GeneJunction;
(i)	you or your Medical Practitioners cease to possess all necessary licences, consents, permits, authorisations and medical practising certificates to carry on its business or such licences, consents, permits, authorisations and medical practising certificates become invalid, has been suspended, revoked, varied or not renewed; and/or
(j)	any material breach of these Terms of Use,

(collectively, “Termination Events”).

We will determine, in our discretion, whether there has been a breach of these Terms of Use through your use of the Platform. When a breach of these Terms of Use has occurred, we may take such action as we deem appropriate. Failure to comply with these Terms of Use constitutes a material breach of these Terms of Use, and may result in our taking all or any of the following actions:

(a)	immediate, temporary or permanent withdrawal of your right to use the Platform;
(b)	issue a warning to you;
(c)	restricting, suspending, termination, deactivating or deleting your Account;
(d)	legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
(e)	further legal action against you; and/or
(f)	disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We reserve the right to change any of these Terms of Use or policies governing the Platform at any time and such change shall take effect on the effective date as stated in the updated Terms of Use or policies or seven (7) days after publication of such change on the Platform or any other notification to you, whichever the later. Your continued use of the Platform after the new Terms of Use and/or policy takes effect shall constitute your acceptance to such changes. You must stop using the Platform prior to the new Terms of Use or policy coming into effect if you do not agree to the change of the new Terms of Use and policies by not visiting the Platform and deactivating or deregistering your Account with us.

You agree that GeneJunction has the right in its sole and absolute discretion to restrict, suspend, terminate, deactivate or delete your Account and all content and information therein without stating any reason or reference to you. You also agree that if your Account has been inactive for a period of twelve (12) months or more, or if you have breached any of these Terms of Use or policies from the Platform, GeneJunction reserves the right to restrict, suspend, terminate, deactivate or delete your Account and all content and information therein. GeneJunction will not be liable or responsible for any loss or damages incurred by you arising out of or in connection with any restriction, suspension, termination, deactivation or deletion of your Account.

The Platform uses cookies to enable us to retrieve information, the functionality of the Platform, and provide a better user experience of the Platform to you.

Unless a written waiver is provided to you, any inaction or failure from us to exercise our rights against you in case of any breach shall not be considered as waiver of our rights under these Terms of Use or under applicable laws.

The illegality, invalidity or unenforceability of any provisions of these Terms of Use under the law of any jurisdiction shall not affect the legality, validity or enforceability under the law of any other jurisdiction.

If any provisions or part of provisions in these Terms of Use shall be held to be void, such provision shall apply with such modification or deletion as may be necessary to make it valid and enforceable. The other provisions of these Terms of Use shall remain valid and not affected.

Any provision of these Terms of Use that by its nature is meant to survive termination of your Account shall survive.

These Terms of Use are governed by and shall be construed in accordance with the laws of Malaysia. You and GeneJunction irrevocably agree to submit to the exclusive jurisdiction of the courts of Malaysia.