Take2 Health Platform Terms and Conditions

This document sets out the terms and conditions ("T&C") which govern your use of our products and services (“Services”) provided to you through our mobile and web applications of “Take2 Health Platform” (collectively referred to hereinafter as the “Platform”). The Privacy Policy (which can be accessed at: https://take2health.net/health-platform/agreement/16) contains the terms and conditions on our collection, use, disclosure, storage and handling of your personal data. This T&C, together with the Privacy Policy and other applicable terms and conditions which we may from time to time provide to you, shall constitute an agreement entered into between you and Take2 Health Limited ("we", "us", "our", “Company”) in connection with the Platform and our Services.

Please read the Agreement carefully before accessing and using the Platform and our Services. Your access and use of the Platform and our Services shall constitute your acknowledgement and acceptance of the Agreement.

We may revise and update the Agreement from time to time without notice to you and the revised and updated version of the Agreement would be effective as soon as it is made available on our Platform. Kindly note that your continued use of our Platform and Services after such revision and update shall constitute your acceptance of those changes. If you do not agree to any terms of the Agreement, please refrain from using our Platform and Services.

This T&C applies to you whether you are a service provider (“Service Provider”) providing services on or through the Platform or a person seeking to use (whether by yourself or for a person from whom you receive authorisation to act) our Services (“Customer”). You may access the Platform or use our Services in the capacity of a Service Provider, a Customer or both.

You must be 18 years old or older to enter into this Agreement with us. If you are agreeing to this Agreement on behalf of another person or any legal entity (“Grantor”), you represent and warrant to us that you are duly authorised to do so by the Grantor and that we shall not be liable for the Grantor for all such instructions coming from you for and on behalf of the Grantor.

We reserve the right to change or remove any content of any aspect of the Platform or otherwise terminate the Platform at any time at our own discretion. You acknowledge that any such change may result in the unavailability or malfunction of the Platform. We may also terminate this Agreement with or without cause at any time.

A. Our Services

1. For Customer

Customers can create and set up an account with us on our Platform. Upon successful registration, Customers can enjoy the following services through our Platform and the various features that are or will be made available on the Platform, including but not limited to the following:

- access, review and maintain a patient-specific medical profile, record and history with the information provided by you or obtained by us through the Service Providers with your authorisation;

- access and receive health-related information, updates, promotional materials and news;

- follow-up care and attendance;

- create and maintain records of Service Providers;

- discuss and exchange information with other Customers on health-related topics and matters;

- seek health advice and request paid consultations with the Service Providers through the appointment making services of the Platform.

2. For Service Providers

A Service Provider can set up a business account with us and enjoy the following services through our Platform and the various features that are or will be made available on the Platform, including but not limited to the following:

- list your information on our Platform;

- be notified of Customers’ requests for consultation appointments and accept or reject such appointments;

- access to a Customer’s health records to an extent agreed by the Customers;

- provide consultation services to the Customers on and through our Platform or physically at the Service Provider’s premises.

B. Use of the Platform and Services

1. Registration Accounts and Passwords

1.1. To access the Services on our Platform, you must register an account with us. To register with us, you will have to provide certain information, including but not limited to a valid email address (alias email addresses are not acceptable) and a Hong Kong mobile phone number (or mobile number from other regions that our Platform supports) and such mobile number must be able to receive and send out SMS, and please note that you may be charged for the use of SMS by your mobile service provider, and you will have to create a password.

1.2. You understand that once you register an account with us, you will receive SMS messages from our Platform on your registered mobile phone number. These messages relate to your registration and transactions that you carry out through our Platform or promotions that are undertaken by our Platform. Please note that we will send these SMS messages only to the registered mobile phone number. It is your responsibility to ensure that you provide the correct phone number for the transaction you wish to enter.

1.3. Each person is entitled to register one account only. Each valid email address and Hong Kong mobile phone number may only be used to register one account on our Platform. If you are a minor under 18 years of age, any registration with our Platform must be with the permission of your parent/legal guardian, who will also be your emergency contact and enter into this Agreement for and on your behalf.

1.4. You shall be responsible for maintaining the security and confidentiality of your account credentials and passwords. You must ensure that no one can use your account credentials to access our Platform, and you must not grant any third party the right to use our Platform. You agree to be fully liable for all activities conducted through your account.

1.5. We reserve all our rights to suspend or cancel your account with us if, in our sole judgment, you have provided inaccurate information or enabled/assisted in fraudulent activities or otherwise, is a subject of disciplinary and/or criminal investigations or has breached any term of this Agreement and failed to remedy any such breach within a period of time to be specified by us.

1.6. Registration with us does not guarantee a Customer will be able to make an appointment to attend a physical appointment with a medical practitioner/healthcare professional at the Service Provider’s premises or through a video consultation.

1.7. You may be able to download and install the mobile application of the Platform from an App Store and/or a Play Store. Please ensure that you have the most up-to-date version of the mobile application installed on your mobile device to enhance your experience on our Platform and Services. We reserve the right to suspend your access to our Platform unless the latest version of the mobile application is used.

1.8. While installing, updating and using our mobile application, you will be asked to give your consent to our access to certain features on your mobile device to enable us to provide the relevant features of the Platform to you. If you withhold your consent, you will not be able to install or use our mobile application or some features of the Platform and Services. Once logged in on our Platform, you will be able to access and make purchases of services or products on our Platform.

2. Information on the Platform

2.1. The information and materials (including, but not limited to images, data, reports, videos and audios or other materials (“Information”) and services including appointment services, communications, transmission provided on the Platform by us are prepared for general use only and do not in any way constitute or replace medical advice or other professional advice and shall not be relied upon as such. We do not guarantee or give any warranty and disclaim our liabilities as to the accuracy, truthfulness, currency or completeness of any such Information.

2.2. None of the Service Provider is an agent, employee, subcontractors or otherwise in any way affiliated with us, and any information or representation made or provided by the Service Providers, whether for publication on the Platform or given during an interaction between the Service Provider and Customer, shall not be treated as our representations made to you or information approved or otherwise endorsed by us.

2.3. Information provided on our Platform does not constitute professional medical advice. Our Platform is not a substitute for a primary care doctor or in-person healthcare interactions. You are advised to seek formal professional advice on any matters that the Information may be related to. In all events, you will exercise and rely solely on your own skill and judgment in your use and interpretation of the Information.

2.4. As Service Providers, you shall be fully responsible for the accuracy and completeness of and remain liable for, all such Information Service Providers provided to us for publication on the Platform and shall, at their own expenses, ensure that all such Information is up-to-date and the publication of which on the Platform is in a manner in compliance with applicable laws, regulations, codes of conduct issued by professional bodies, etc.

2.5. With respect to certain features of the Platform which allow you to leave comments, review or interact with other Customers or Service Providers of the Platform, you accept that the information provided by you in this connection shall be made available to the public and subject to our rights in Clause 2.7.

2.6. For all the Information provided by you to us (such as by uploading it to the Platform) in connection with the Platform and Services, you represent and warrant that:

2.6.1. all information provided to us by you is true, up-to-date and accurate;

2.6.2. you are fully entitled under law to provide such Information to us;

2.6.3. such Information does not violate any applicable laws or third-party rights, including intellectual property rights;

2.6.4. such Information does not contain any virus, malware, trojan horse, worm, time bomb, or other harmful software or may have an adverse impact on us; and

2.6.5. the information is not illegal, defamatory, pornographic, fraudulent, harassing, offensive; or otherwise objectionable.

2.7. Should we be made aware of a breach of the foregoing representations, we may modify or delete all or parts of such Information at our sole discretion with or without any notice to you. For the avoidance of doubt, we do not resume any obligation to constantly monitor, screen, filter, modify or delete any such Information being published on our Platform.

3. Booking of Medical Appointments

3.1. The Platform allows customers to find a medical practitioner/healthcare professional, to request an appointment with the medical practitioner/healthcare professional in their office for medical purposes, to conduct video consultations through the Platform, to receive confirmations and reminders of appointments, to evaluate and comment on the quality of the medical services, to store medical and health information and test reports.

3.2. When you make a booking request for a consultation with a medical practitioner/ healthcare professional, you may be able to select a general or specialist medical practitioner/ healthcare professional (their consultation fees may be different). You may also be given a selection of more than one medical practitioners/healthcare professionals (who may be from the same or different hospital(s), clinic(s) and/or healthcare providers) to choose from. When you make your selection of which medical practitioner/healthcare professional to book on our Platform, you understand and accept each of the following:

3.2.1. The consultation fees for each medical practitioner/healthcare professional may be different;

3.2.2. We do not in any way promote, recommend or endorse any hospitals, clinics, healthcare providers, medical practitioners or other healthcare professionals, and any medical practitioner(s)/healthcare professional(s) made available for your booking selection should not in any way be construed as promotion, recommendation or endorsement by us of such medical practitioner(s)/ healthcare professional(s);

3.2.3. Any information concerning any hospitals, clinics, healthcare providers, medical practitioners and/or healthcare professionals on our Platform are directly provided to us by the relevant hospital, clinics, healthcare provider, medical practitioner and/or healthcare professional, and we are not in any way responsible for the provision, currency, accuracy or completeness of such information;

3.2.4. You are solely responsible for selecting which medical practitioner/healthcare professional you wish to book, including suitability in relation to any symptoms you may be experiencing;

3.2.5. We cannot and do not guarantee the medical practitioner/healthcare professional you have requested will be available for a consultation at your desired time and date;

3.2.6. You understand that we will send notifications and reminders to you with respect to appointments scheduled by you for the Medical Services (defined below). Please note that while we provide these notifications and reminders to you promptly, we do not provide any guarantee and shall not be held liable or responsible for the failure to send such notifications or reminders to you. It is your responsibility to ensure that you attend any appointments that you may schedule with a medical practitioner/healthcare professional through our Platform;

3.2.7. We offer a search function for Customers to find a medical practitioner/healthcare professional. All medical practitioners/healthcare professionals on our Platform who satisfy the search criteria are listed on the search results. The search results listing does not represent any fixed objective ranking or endorsement by us. The rankings are based on automated computations that include but are not limited to the relevance with search criteria and medical practitioner’s/healthcare professional’s availability. We cannot be held responsible for the accuracy and the relevancy of the listing of the medical practitioner/healthcare professional on our Platform. We are not liable and responsible for the ranking of the medical practitioners/healthcare professionals on external websites and search engines; and

3.2.8. Any confirmed appointment or booking is subject to change due to changes to the relevant medical practitioner’s/healthcare professional’s availability.

4. Medical Services

4.1. Our Platform is a platform on which Customers can access and Service Providers can provide healthcare-related services. We are not in any way licensed or registered to provide professional medical advice or medical services. Any medical services provided to you shall be provided by the responsible medical practitioner/healthcare professional you engaged via the Platform.

4.2. The Platform is not intended to create any fiduciary duty between you and us, including one that is between a doctor/healthcare professional with his/her patient.

4.3. All and any diagnosis, medical advice, prescription, treatment, medical services (collectively “Medical Services”) provided by any medical practitioner or healthcare professional or Service Provider via our Platform are at the sole discretion and judgment of such persons using our Platform. We hereby disclaim all the responsibility for any Medical Services given during the interactions between you and the Service Providers on our Platform, and the agreement with, receipt or implementation of such Medical Services is solely at the discretion and judgment of the Customers.

4.4. Our Platform shall not be used for medical conditions that require immediate medical attention or emergency care at a hospital or medical clinic, such as, including but not limited to:

- chest pain, palpitation

- injuries of head or spine

- severe difficulty in breathing (shortness of breath)

- change in mental status (such as unusual behaviour, confusion, difficulty waking from sleep, etc.)

- severe bleeding

- sudden, severe pain anywhere in or of the body

- moderate to severe burn injuries

- convulsions or seizures

- serious limb impairment or broken bone

IMPORTANT - Our Platform does not provide medical emergency services and should not be used in cases of medical emergencies. Please call your regional emergency hotline if emergency medical services are needed.

5. Payment for Medical Services by Customers

5.1. Your purchases through us are non-transferable and cannot be resold. You are solely responsible for the suitability of such purchases. As such, we strongly recommend you, before any purchases, to assess whether it is suitable for your needs and health conditions. You understand that some products/services are from third party product/service providers. As such, you are strongly recommended to, before making any purchases through us, read the relevant terms and conditions of the related third-party product/service providers if applicable.

5.2. You must ensure that you have sufficient credit in your credit card account for the settlement of payment of your purchases.

5.3. You understand that any purchases submitted are treated as a request for purchase only, and we have the sole discretion to refuse/reject any purchase requests from you.

5.4. You understand that our Platform provides various services. While some of these services are provided for free, there are certain services for which costs will be incurred by you, if you decide to avail such services ("Paid Services"). In the event that such Paid Services are provided by our Service Providers on or through our Platform, we may collect the payment for such Paid Services on behalf of our Service Providers. You acknowledge and confirm that we shall not be liable for the treatment or advice given during the consultation, or be treated as the medical practitioner/healthcare professional on account of such collection of the payments or for provision of such Paid Services for any reason.

5.5. While we endeavour to provide you with quotations of consultation fees and screening tests services, the medical practitioner/healthcare professional may ask for additional charges for other Paid Services he/she may provide to you depending on your conditions and needs. All payments must be made in full and by the method of payment used on our Platform. We reserve the right to add, delete or amend the method of payment used on our Platform, and such changes would be announced by way of an email or a notice placed on our Platform.

5.6. All payments made through our Platform will be processed by secure third-party payment gateway service providers. You understand and consent that:

5.6.1. we will charge all the fees (if any) incurred to the credit card used by you;

5.6.2. we will take steps to confirm that there is sufficient credit amount in your credit card account to settle any payments or charges;

5.6.3. we will disclose, when necessary, your credit card information to, and obtain information from the credit card issuers to verify the credit card credentials and identification information provided by you; and

5.6.4. we will provide your billing, payment and identification details to the third-party product/service providers (if so required) in relation to your purchases.

5.7. In case of cancellation of the appointment by us or we could not confirm the appointment with you in time before the date of the confirmed appointment due to any reasons, you may choose from one of the two options below:

5.7.1. you may ask to reschedule the appointment with the medical practitioner/healthcare professional; or

5.7.2. you may claim for a refund of any payment made in relation to the appointment.

5.8. In case you miss or cancel the appointment due to any reasons, you shall not be entitled to any refund.

5.9. Under certain circumstances, you may be able to cancel a scheduled appointment on our Platform and be eligible for a refund of your payment, including when:

5.9.1. the medical practitioner/healthcare professional declined your appointment for any reason and no blood sampling has been performed (with respect to screening tests); or

5.9.2. you cancelled your appointment before the appointment date and no blood sampling has been performed (with respect to screening tests).

5.10. You may not vary or cancel any appointment made after the date of the confirmed appointment. In the unlikely event that we accept your variation or cancellation of the appointment, you understand and accept that administrative charges and transaction fees may apply, and you understand that there would also be variations on your final bill.

6. Medical Record Keeping Services

6.1. You will be able to input and upload information concerning your personal medical history and health records on the Platform which would constitute part of your account profile. While we shall keep such information confidential and secured in accordance with our Privacy Policy, You hereby expressly consent and authorise us to share such information with your medical practitioner or healthcare professional engaged via our Platform for them to provide Medical Services to you.

6.2. Your further consent and authorise the medical practitioners and healthcare professionals and the Service Providers who possess your medical information, screening test results or reports to upload any such information to the Platform so that you can access such information at any time by logging into the Platform.

7. Intellectual Property Rights

7.1. You acquire no rights or licences in or to the Platform and Information just by accessing our Platform other than the limited right to use the Platform in accordance with this T&C and to download on the terms set out in this section.

7.2. That said, all intellectual property rights in and to the information you input into our Platform or information you provided to us for publication on the Platform remain your property. By submitting information or content to us, you automatically grant (or you warrant that the owner of such information has expressly granted) to us a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such information worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for purposes related to the Platform and Services.

7.3. Other than as provided in this section, you may not by yourself or otherwise permit anyone else to copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to create derivative works from, transmit, or in any other way exploit any part of the Platform and Information.

7.4. Any download is only permitted on the conditions that:

7.4.1. the download and/or copy is made for personal, non-commercial use only; and

7.4.2. you retain all copyright notices on such download and/or copy and shall remain bound by such notices.

7.5. In addition, you cannot offer for sale or sell or distribute over any other medium the Platform or any part thereof. Further, you agree not to make any part of the Platform available as part of another website, whether by hyperlink framing on the internet or otherwise.

7.6. As the Platform allows you to upload or provide feedback to us regarding the medical services (“Feedback”), to the extent permitted by laws, you acknowledge and agree to grant us the right to use such Feedback for the purpose for which it is collected without any compensation to you. Any Feedback you send to us on or via the Platform will be deemed to be non-confidential and non-proprietary unless it is indicated to be otherwise.

8. Your Obligations

8.1. While using our Platform and Services, you must not:

8.1.1. violate any applicable laws and regulations, third party rights or our policies;

8.1.2. do such acts that will interfere with other Customers’ rights and experience in using the Platform or our Services or harasses, defames and/or menaces any users of the Platform or Services or any third party;

8.1.3. use our Services if you violate any term of the Agreement;

8.1.4. do such acts that will affect our fee structure, the billing process or fees owed to us;

8.1.5. reverse or cancel payment without our prior written consent;

8.1.6. distribute viruses or malicious software or any other technologies that may be harmful to us;

8.1.7. breach any terms or conditions in this Agreement or other rules or regulations on our Platform which may be applicable for our services;

8.1.8. access or use third party’s websites or services by clicking any links on our Platform without first accepting any such third party’s terms and conditions of use of their websites or services;

8.1.9. copy, modify, reverse engineer, distribute and/or create any derivative works of the Platform (including platforms which exist under sub-domains) and the content thereof;

8.1.10. use our Platform and Services in any manner which reproduce, mine, extract our data or content for commercial purposes without our express prior written consent; and

8.1.11. use our Platform and Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resources of ours.

9. Limited Liability and Warranty, and disclaimer

9.1. The Platform is provided "as is" excluding any representations or warranties of any kind, either express or implied, to the fullest extent permitted by applicable laws including but not limited to, the exclusion of warranties of title, merchantability, satisfactory quality, fitness for a particular purpose and non-infringement of proprietary or third party rights. We accept no responsibility or liability for any products, services, features or functions available on the Platform, in particular, with respect to any medical services provided to you by any medical practitioners/healthcare professionals.

9.2. We do not guarantee, warrant or assume any responsibility that:

9.2.1. the Platform will always be available for access;

9.2.2. all Information on the Platform is accurate, adequate, current or may be used for any purpose other than for general reference;

9.2.3. the access to our Platform will be uninterrupted or free of defect, error, omission or that the platform is free to virus, worms and we shall not be made liable for any damage you may suffer as a result of such destructive outcome; and

9.2.4. all data or communications sent through the Platform would be free from corruption, loss or interception.

9.3. Further, we do not warrant that the Platform is compatible with your computer equipment and/or device and you shall be solely responsible for ensuring that you have the suitable device, internet connections or other ancillary support services for using and accessing the Platform and any feature contained therein and the costs associated thereto.

9.4. Save in respect of fraud and of personal injury or death to the extent it results from our gross negligence, in no event we shall be liable to you or any other person for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, including any loss of business, revenue or profit and anticipation of the foregoing, arising out of any use, or inability to use, any aspect of the Platform, even if we have been advised of the possibility of such damages.

10. Indemnity

10.1. You agree to defend, indemnify and hold us, our employees, agents, officers, directors and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees), in connection with or arising from your breach of the Agreement and/or your use of the Platform. We may, if necessary, participate in the defence of any claim or action and any negotiations for settlement. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defence and control of any claim or action.

10.2. For any breach of this T&C by any of the Service Providers, we may also make such declaration on our Platform against Service Providers’ name, profile and/or listing for the protection of our business and in the interests of Customers.

C. General Provisions

11. All personal pronouns used in the T&C, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.

12. Neither we nor our Platform shall not be liable or deemed in default for failure to fulfil any obligation under the T&C due to causes beyond its reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God, acts of the Government, fires, floods, epidemics, quarantine restrictions, strikes, civic unrests, shortages of labour or materials, freight embargoes, unusually severe weather, electrical power failures, telecommunication or internet backbone outages, failure of an internet access provider or other similar causes beyond our control, and neither we nor our Platform shall be liable for losses, expenses or damages, ordinary, special, remote or consequential, resulting directly or indirectly from such causes.

13. Any disputes in connection with our Platform or the Services thereunder, our decision shall be final, binding and conclusive.

14. If any part of the T&C is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect.

15. In the event of any discrepancy between the English version and any translated version of the T&C, the English language version shall prevail.

16. The T&C shall be governed by the laws of Hong Kong. You irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong.

[Effective Date: 03 November 2021]