Terms of Use

 

By using the Solutions (as defined herein), you hereby agree to be bound by these Terms of Use (“Terms of Use”). These Terms of Use constitute a legally binding agreement between you and NADI HEALTHTECH BERHAD (Company No.: 202001042845 (1399166-X)), its affiliates and subsidiaries (collectively “Nadi”). If you disagree with the Terms of Use, please do not use or cease using the Platform (as defined herein) immediately.

 

  1. Definitions and Interpretation

 

1.1         In these Terms of Use, unless the context otherwise requires, the words, terms and expressions used herein shall have the following meanings:

 

Account” 

means an account registered by a Member or a Service Provider for the use of the Platform to search for and obtain the Solutions, or to provide the Solutions to the Member (as the case may be);

 

App

means the software or mobile application developed and/or owned by Nadi in relation to the Service and made available for download by Nadi to the Members and the Service Providers respectively;

 

Computer

means any computer, notebook computer, mobile phone or other electronic device used to access the Platform;

 

Content

means materials, information, news, advertisements, listings, data, input, text, songs, audio, video, pictures, graphics, software, blogs, webcasts, podcasts, broadcasts, messages, software, comments, suggestions, ideas and other contents;

 

Member

means a registered member of the Platform;

 

"Nadi Content"

means all Content belonging to Nadi that is made available on the Platform;

 

Password

 

means the password created or used by the Members or the Service Providers to gain access to the Solutions;

 

Personal Data

means any data about an individual who can be identified from that data or from that data and other information to which a party has or is likely to have access;

 

Platform

means the Website and/or the App that enables Member to use, subscribe or access to the Solutions;

 

Privacy Policy

 

means Nadi’s privacy policy accessible at https://nadihealth.com and as amended from time to time;

 

Service

means the linking of Members to the Service Providers or other Members through the Platform;

 

Service Provider

 

means third party service provider including but not limited to doctor, pharmacist, nurse, ambulance service provider, personal trainer, nutritionist, dietician, meditation guru, teacher, nanny and any other service providers that advertise or otherwise made available its service(s) and/or products at the Platform from time to time;

 

Solutions

 

means the following services which are made available to the Members through the Service:

(a)   e-clinic (booking of medical,  vaccination appointment(s) or video consultation);

(b)   e-pharmacy (purchase of medication(s) and/or health supplement(s));

(c)   booking of nurses and/or ambulances;

(d)   MyKiddo (enrollment into self-enrichment classes and/or booking of nannies);

(e)   MyHappiness (participation in charitable activities, relaxing activities and/or dream experience activities); 

(f)    My Personal Trainer (subscription of gym membership and/or booking of personal trainers); and

(g)   any such other services which Nadi may make available from time to time;

 

Third Party User Content

means all User Content which is not created, transmitted, posted or uploaded by Member; 

 

User Content

means all Content on the Platform which is created, transmitted, posted or uploaded by a Member or Service Provider; and

 

Website

means the Nadi website accessible at https://nadihealth.com.

 

 

1.2        Interpretation

            

(a)      Except where the context otherwise requires, words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; words denoting persons shall include firms and corporations and vice versa; and

(b)      Clause headings are for ease of reference only and do not affect the construction of these Terms of Use.

 

 

 

  1. User Name, Password, Account Information 

 

  1. You agree that your account is for your sole and personal use (or that of the entity on whose behalf you are entering into these Terms of Use).  You hereby agree not to:

 

(a)      share with or permit others to use your Account or Password; or

(b)      assign or otherwise transfer your Account to any other person or entity.

 

  1. You shall provide Nadi with accurate, complete, and up-to-date information and further ensure that the information is kept updated and remains current, accurate and complete. Failure to do so shall constitute a breach of these Terms of Use, which may result in the restriction, suspension or immediate termination of your Account.

 

  1. As part of the registration process for the Account, you shall select a password ("Password") and user name ("User Name").  You shall not:

 

(a)      select or use a User Name of another person with the intent to impersonate that person;

(b)      use a name subject to the rights of any other person without authorisation; or

(c)      use a User Name that Nadi, in its sole discretion, deems inappropriate or offensive.

 

  1. You shall promptly notify Nadi of any known or suspected unauthorised use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your Password.  You shall be solely responsible for safeguarding and maintaining the confidentiality of your User Name and Password.

 

  1. You shall be bound by and responsible for all communications transmitted through the use of your User Name and Password, and all such communications shall be deemed to be communications made and issued by you.

            

  1. You shall be responsible for all user content, messages, and all online activity at the Platform transmitted or conducted through the use of your User Name and Password.

 

  1. Nadi shall have no responsibility or liability for any losses, damages, costs, expenses, or liabilities arising as a result of or in connection with the wrongful or fraudulent use of your User Name and Password.

 

  1. Use of Account Information

 

  1. In addition to and without limiting the terms of our Privacy Policy, by providing the information requested for your Account, you hereby consent to Nadi’s use and disclosure of all such information and information relating to your use of the Service for the following purposes:

 

  1. accessing the Service Providers’ eligibility to be listed as Nadi’s partner or service provider in the Platform;
  2. providing the Members with the Solutions; 
  3. responding, processing and handling the Members and/or the Service Providers’ queries, feedbacks, suggestions and/or disputes;
  4. providing customer supports including investigate and address concerns, monitor and improve Nadi’s customer support responses and providing updates in relation to the status of the disputes;
  5. verifying the Members and/or the Service Providers’ identity, processing payments as well as managing Nadi’s administrative and business operations;
  6. managing the security of Nadi’s premises, facilities and technology infrastructure;
  7. providing updates and other communications on developments relating to amongst others healthcare, children development, community services, enrichment classes in Malaysia;
  8. providing updates on products and services which might be of interest to the Members and to inform the Members about Nadi’s current and latest products and/or services;
  9. conducting research, surveys and trend analysis on subjects, such as product development, statistical, security and testing purposes;
  10. understanding and analysing Nadi’s sales as well as the Members’ needs and preferences; 
  11. improving Nadi’s services and communications;
  12. auditing and risk management purpose;
  13. complying with applicable laws and regulations, codes of practice, guidelines, policies, procedures, regulatory requirements and directions issued by relevant authorities; and 
  14. for any other purpose reasonably related to the purposes listed above.

 

  1. Suspension and Termination of Account

 

  1. You agree that Nadi has the right in its sole and absolute discretion and without notice to:

 

  1. restrict, suspend, or terminate access to all or any part of the Service; and/or
  2. terminate, deactivate or suspend your Account, delete your Account and all related information and files in your Account without assigning any reason.  Without prejudice to the generality of the above, Nadi reserves the right to deactivate your Account if it has been inactive for a period of six (6) months or more, or if you are in breach of any of these Terms of Use or if Nadi believes that you have been using the Account for unlawful and/or undesirable activities.

 

  1. You agree not to hold Nadi liable or responsible for any loss or damage incurred by you arising out of or in connection with the restriction, suspension and/or termination of your Account.

 

  1. Members’ Obligations

 

  1. You represent and warrant that you have read and agree to be bound by these Terms of Use.

 

  1. You acknowledge that the Platform is used by a community of users, and you hereby agree and undertake:

 

  1. to treat all users with respect and civility;
  2. not to annoy, pester, solicit, harass, threaten, offend, insult, abuse, defame, or injure any other users, or commit any unlawful or tortious acts against other users;
  3. not to spam, mail bomb, send viruses, spyware, malware, worms or other damaging material to other users, or act in any manner that adversely affects the use of the Platform for the Solutions by other users; and
  4. not to harvest or otherwise collect information about other users without Nadi’ prior written consent.

 

  1. You agree that when using the Platform:

 

  1. you will only submit, upload or publish User Content in strict compliance with Clause 6 below;
  2. you will not offer for sale items and/or services which are illegal, banned, unlicensed, controlled, or socially or morally reprehensible items;
  3. you will not offer for sale items and/or services, or submit, upload or publish User Content, in an incorrect or inappropriate category or area on the Platform, including without limitation posting unauthorised advertisements in any forum, discussion or message boards that is open and accessible to Members; and
  4. you will not alter, delete, manipulate, undermine or interfere with the listings or postings by any other Members or Service Providers.

 

  1. Any infringing, fraudulent, abusive, or otherwise illegal activity, or any breach of these Terms of Use, shall be grounds for termination of your use of the Platform and/or your Account, at Nadi's sole and absolute discretion, and you may be reported to appropriate law enforcement agencies.

 

  1. Without prejudice to Nadi’ rights of restriction, suspension and termination under Clause 4 above, Nadi reserves the right to terminate your Account and/or your access to all or any part of the Service if you are in breach of any of these Terms of Use or if Nadi believes that you have been using the Platform for unlawful and/or undesirable activities.

 

  1. You agree to indemnify and hold Nadi, and its subsidiaries, affiliates, officers, agents, partners, and employees, harmless from all claims, demands, actions, proceedings, liabilities (including statutory liability and liability to third parties), penalties, and costs (including without limitation, legal costs on a full indemnity basis), awards, losses and/or expenses, due to or arising out of:

 

  1. any advertisements, listings, postings or User Content placed by you;
  2. any products and services offered, sold, provided, or advertised by you;
  3. your use of any Solutions;
  4. your breach of warranty, or breach of any terms and conditions of these Terms of Use; or
  5. your misrepresentation, fraudulent acts, tortious acts, breach of contract, or violation of any rights of another person or entity.

 

  1. User Content

 

  1. Please exercise respect when participating in any community feature in the Platform or where the Solutions permit you to upload or submit User Content.

 

  1. You shall not submit, upload or publish through the Platform any User Content that is inaccurate, misleading, libellous, defamatory, threatening, pornographic, obscene, indecent, lewd, abusive, illegal, political, racist, religious, blasphemous, false, an infringement of any intellectual property rights of a third party, or would otherwise violate or encourage the violation of any law or the proprietary or other rights of any third party (individually and collectively “Improper Works”).  Further, you shall not submit or publish User Content that solicits funds, or includes programs that contain viruses, Trojan horses, worms, time bombs or any other programs designed to impair the operation and functionality of the Platform, servers, or any computer.

 

  1. If, at any time you contribute, submit, upload or post User Content to the Platform or using the Service for the Solutions, you automatically:

 

(a)      irrevocably grant and assign to Nadi all intellectual property rights, title and interests (including copyright) in the User Content, in all forms and media, and in all countries of the world, to be co-owned as tenants-in-common, with full rights to use, license, exploit and enforce the said intellectual property rights and to assign and without any obligation for Nadi to account to you for any proceeds thereof, and you also agree and undertake to execute at the request of Nadi, such other instruments, assurances or documents, as may be required to vest in Nadi, or required for Nadi to register in any jurisdiction, all the title or rights as referred to herein. 

 

(b)      represent and warrant that:

 

  1. all such User Content are your own original works and creations and do not and will not infringe the copyright or any other intellectual property or other rights of any third party;
  2. none of the User Content are proprietary or confidential;
  3. none of the User Content are Improper Works, nor will they expose Nadi to any civil or criminal proceedings in any part of the world; and
  4. the use by Nadi and other users for the purposes and in the manner set out in this Clause 6.3, and the hosting of such User Content on the servers by Nadi will not require any further licences or rights from, or infringe any intellectual property or other rights of, any third party.

 

  1. Nadi at all times shall retain the sole discretion to remove or decline to accept any User Content from the Platform without assigning any reason whatsoever.  Without limiting the foregoing right, Nadi may monitor the Platform for any Improper Works (but is not obliged to do so) and reserves the right to remove any User Content which Nadi believes is Improper Works, or which is the subject of any dispute.

 

  1. Nadi may in its sole and absolute discretion lift the restriction or suspension of your access to the Platform or Account, if Nadi is satisfied that the User Content no longer constitutes Improper Works or is the subject of any dispute.  

 

  1. Use of Services

 

  1. General 

 

You acknowledge and agree that:

 

(a)      some Solutions are subject to further terms and conditions or the execution of a separate contract between Nadi and yourself;

 

(b)      Nadi shall be entitled at any time, at its sole discretion and without prior notice, to:

 

  1. add to, vary, terminate, withdraw or suspend the whole or any part or feature of any Solutions; and/or
  2. add new solutions.

 

(c)      Where new solutions are added, these Terms of Use will also apply to such new solutions, in addition to any further terms and conditions which will be notified to you.

 

  1. Nadi Platform

 

(a)      The following terms and conditions apply to use of the Platform for the Solutions:

 

(i)        Solutions

(1)        All Service Provider who delivers Solutions through the Platform are independent professionals practicing within a group of independently owned professional practices. Nadi is merely a Platform to provide the Service and does not interfere with the professional practice of the Service Provider. Each of the Service Provider is responsible for his or her services and compliance with the requirements applicable to his or her profession, license, advisory, guidelines, legal requirements issued by the bodies regulating such professional practices and industry standards applicable in such profession (if any). 

(2)       Neither Nadi nor any third parties who promote the Solutions or provide you with a link to the Solutions shall be liable for any professional advice or service rendered from the Service Provider obtained through the Platform. Nadi does not recommend or endorse any specific tests, healthcare or service providers, medications, products or procedures provided or rendered by the Service Provider. You acknowledge that your reliance on any professional that promote themselves at the Platform or information provided by such professionals is solely at your own risk and you assume full responsibility for all risk associated therewith, as allowable by the extent of the law.

(3)      You shall be solely responsible to inform the Service Provider of any medical history, allergy to any medications, the medications and health supplements that you are currently consuming for comprehensive diagnosis;

(4)      In the event you subscribed to the video consultation services, you agree that the consultation session may be recorded, and the processing of such recording shall be in accordance with the terms in the Privacy Policy;

(5)      You shall check all items (including but not limited to medications and health supplements and any other items) dispensed to you and shall not consume the medications or health supplements that appear to have been tampered with or which may have been dispensed in error;

(6)      If you are accessing the Solutions for a minor, you are responsible for payment for the service(s) rendered or to be rendered to the minor, and you shall assume the obligations in these Terms of Use and the Privacy Policy as they relate to the minor; and

(7)       You shall not use the Solutions in the Platform to among others seek medical related services for individuals who is unconscious, having difficulty in breathing, experiencing severe allergic reaction, experiencing chest pain, uncontrollably bleeding or any other symptoms that requite immediate medical interference. 

 

(ii)       Nadi Content

None of the Nadi Content shall be considered as medical advice or an endorsement, representation or warranty that any particular medication, treatment, exercises, practices or any activities posted in the Platform is safe, appropriate, or effective for you.

 

(iii)      Licence

            Nadi grants you a non-exclusive, non-transferable, right to use the Platform solely for your personal use subject to the terms and conditions as enumerated herein. All rights not expressly granted pursuant to these Terms of Use are hereby reserved by Nadi. 

 

(iv)      Charges

            You shall be solely responsible for payment of any costs or expenses incurred as a result of downloading and using the Platform, including any operator network charges and/or roaming charges (if any). 

 

(v)       Third-party applications, services or sites

            The Platform may link or connect you to third-party applications, services or sites that are not owned or controlled by Nadi (collectively “Third Party Applications”). The Third Party Applications are subject to the terms and conditions of the relevant third party provider as may be available in their respective websites or within their respective applications. Nadi has no control over and is not responsible or liable for any matters in relation to your transactions with such third parties. Further, Nadi shall not be responsible or in any event liable for any Third Party User Content that may be accessible via the Platform.            

 

(vi)      Reverse Engineering

            You shall not reverse engineer, disassemble, decompile or otherwise attempt to gain access to the source code of the App. Any part of the Platform shall not be copied or published, licensed, sublicensed, distributed, assigned, transferred or otherwise made available to any third party.

 

8.         Fees

 

  1. Nadi may offer the use of the Platform for the Solutions, subject to payment of a fee or other charges to Nadi. If you wish to use such Solutions, you shall make full and prompt payment to Nadi of the applicable fees in accordance with the payment terms specified by Nadi at the point of transaction. Unless otherwise stated, all fees are quoted shall be in Ringgit Malaysia.

 

  1. In the event that any fee for any Solutions is stated erroneously on the Platform or otherwise, as determined in the sole discretion of Nadi:

 

(a)      The Service Provider is not obliged to provide the Solution to you at the erroneous fee; and

(b)      Nadi shall be entitled to rectify such error by giving you written notice of the error and of the correct fee.

 

If you do not agree to make payment of the correct fee after being notified by Nadi, you may cancel the request for the Solutions and thereafter Nadi shall refund the corresponding fees paid by you to Nadi as your sole remedy.

 

  1. Your use or access of certain Solutions or Nadi Content may require payment of additional charges to other third party service providers, including your telecommunications service provider, mobile service provider or logistic service provider. You shall be solely responsible for the payment of any applicable telecommunications charges, data charges or other charges incurred in connection with your use or access to the Platform or Nadi Content. You should check with your relevant third party service provider(s) if any such additional charges are applicable, prior to using, accessing, purchasing or subscribing any Solutions or Nadi Content.

 

9.         Representations and Warranties 

 

9.1.       By accessing the Platform for the Solutions, you represent, warrant and/or undertake that:

 

(a)      You have legal capacity to enter into these Terms of Use and that you are at least 18 years old;

(b)      All the information which you provide to Nadi is true and accurate;

(c)      You shall use the Platform and/or the Solutions for their intended and lawful purposes;

(d)      You shall provide Nadi with proof of identity or any other documents, which we may reasonably request or require;

(e)      When using the Solution, you agree to comply with all laws applicable to you and/or your use of the Solution;

(f)       You shall not copy, or distribute the software or other content without written consent from Nadi;

(g)      You agree to assist Nadi with any internal or external investigations as may be required by Nadi in complying with any prevailing laws or regulations in place; and

(h)      You agree to assume full responsibility and liability for all loss or damage suffered by yourself, Nadi or any other party as a result of your breach of these Terms of Use.

 

9.2.      If you are a Service Provider, you further represent, warrant and/or undertake that:

 

(a)      You possess a valid professional license and have all the appropriate licenses, approvals and authority to provide the services advertised or made available by you in the Platform (if required);

(b)      You have a valid policy of liability insurance (in industry-standard coverage amounts) for the operation of your professional service to cover any anticipated losses related to the service provided (if required);

(c)      You shall at all times comply with the requirements applicable to your profession, license, advisory, guidelines,  legal requirements issued by the bodies regulating such practices and all industry standards applicable in such profession;

(d)      You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the service or product provided by you;

(e)      You shall obey all local laws related to the provision of your service or product and will be solely responsible for any violations of such laws;

(f)       You shall not contact the Members for purposes other than in connection with the Solution; and

(g)      You are aware that when responding to the Members, standard telecommunication charges may apply which shall be solely borne by you.

 

9.3.      If you are a Member, you further represent, warrant and/or undertake that:

 

(a)      You will not use the Platform to cause nuisance, annoyance, inconvenience or make fake bookings;

(b)      You shall not contact the Service Provider for purposes other than for the service to be rendered;

(c)      You shall not intentionally or unintentionally cause or attempt to cause damage to the Service Provider; and

(d)      You are aware that when requesting Solutions by using the Service, standard telecommunication charges will apply.

 

9.         Disclaimer of Warranties

 

9.1        The Platform, its content and any related service(s) is provided to you on an “as is” basis. Nadi makes no representations or warranties of any kind, express or implied, in connection with the Platform, Service, software or these Terms of Use, the content or any related service(s). Whilst Nadi strive to make reasonable efforts to keep the Platform up-to-date, Nadi makes no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. Nadi shall not be liable for any direct, indirect or consequent loss arising from the modifications or amendments to the Platform, Service, or these Terms of Use.

 

9.2       Nadi makes no representation or warranty of any kind whatsoever, express or implied, in respect of Solutions provided by Service Providers or any Solutions procured through the use of the Service or Platform. You agree that you shall bear all risk arising out of your use of the Service and any Solution provided by Service Provider and shall have no recourse to Nadi in respect of the same.

 

10.       Internet Delays

 

The Platform or Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by you or the Service Provider being faulty, not connected, out of range, switched off or not functioning. Nadi is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

 

11.        Limitation of Liability

 

11.1.       Nadi shall not be liable for any loss, damage or injury which may be incurred by or caused to you or to any person for whom you have used the Service or Solutions, including but not limited to:

 

(a)      Loss, damage or injury arising out of, or in any way connected with the Service or the Platform;

(b)      The use or inability to use the Service, the Platform or the Solutions;

(c)      Any reliance placed by you on the completeness, accuracy or information made available in the Platform; or

(d)      As a result of any relationship or transaction between you and any Member, Service Provider, merchant, advertiser or sponsor whose advertising appears on the Website or the App or is referred to by Nadi through the Platform.

 

11.2.      Unless otherwise stated and to the fullest extent allowed by law, any claims made against Nadi shall be limited to the aggregate amount of all amounts actually paid by you in utilising the Service and/or Solution during the event giving rise to such claims.

 

11.3.      You expressly waive and release Nadi from any and all liability, claims or damages arising from or in any way related to the Service Provider including third party transportation providers, merchants, advertisers and/or sponsors.

 

11.4.      At no time shall Nadi be a party to disputes, or negotiations of disputes between you and the Service Provider or merchants, advertisers and/or sponsors. You shall bear the sole responsibility for the decisions you make in relation to the Solutions. You expressly waive and release Nadi from any and all liability, claims, causes of action, or damages arising from your use of the Service, the Platform, or in any way related to the third parties including third party transportation providers, merchants, advertisers and/or sponsors introduced to you by Nadi through the Platform.

 

12.       Confidentiality

 

12.1.      You shall maintain in confidence all information and data relating to Nadi, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of Nadi or which are otherwise directly or indirectly acquired by you from Nadi or created in the course of these Terms of Use. You shall further ensure that you only use such confidential information in order to use the Service or the Platform, and shall not without Nadi’s prior written consent, disclose such information to any third party nor use it for any other purpose.

 

12.2.     The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:

 

(a)      was at the time of receipt already in your possession;

(b)      becomes public knowledge through no fault or omission on your part;

(c)      was received from a third party having the right to disclose it; or

(d)      is required to be disclosed by law.

 

13.       Data Privacy and Privacy Policy

 

13.1.      Nadi collects and processes your Personal Data in accordance with its Privacy Policy. The terms of the Privacy Policy are made a part of these Terms of Use.

 

13.2.     Where applicable, you agree and consent to Nadi for the collecting, using, processing and disclosing Personal Data as further described in the Privacy Policy.

 

13.3.     You acknowledge that Nadi may disclose Personal Data of other individuals to you in the course of your use of the Solutions or the Platform. You represent and warrant that you will only use such Personal Data for the purpose for which it was disclosed to you by Nadi, and not for any other unauthorized purposes.

 

14.       Dispute Resolution

 

14.1       All disputes arising out of or in connection with these Terms of Use shall be resolved amicably through negotiation in good faith. You agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached. If such dispute cannot be resolved amicably within 60 days, it shall be referred to and resolved by arbitration in accordance with the Rules of Arbitration of the Asian International Arbitration Centre (AIAC) with the Rules of AIAC for the time being in force. 

 

14.2      The seat of the arbitration shall be in Kuala Lumpur, Malaysia and the proceeding shall be conducted in English language by a sole arbitrator to be appointed by the President of AIAC.

 

15.       Entire Agreement

 

15.1.      These Terms of Use constitute the entire agreement and supersedes all prior agreements and understandings (both written and oral) with respect to the Service or Solutions made available in the Platform and Nadi reserves its right to amend the terms hereof from time to time.

 

16.       Severability

 

16.1.      If any provision of these Terms of Use is held void or unenforceable, the remaining terms shall nevertheless be effective, the intent being to effectuate these Terms of Use to the fullest extent possible.

 

17.       Waiver

 

17.1       The failure of Nadi to enforce any right or provision in the Terms of Use shall not constitute a waiver of such right or provision.

 

18.       Relationship

 

18.1.      Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise with Nadi.

 

19.       Governing Law

 

19.1       These Terms of Use shall be governed by and construed in accordance with the laws of Malaysia, and you hereby agree to submit to the exclusive jurisdiction of the courts in Malaysia.