GLOCO MALAYSIA SDN. BHD. together with its related companies ("us", "we", or "GLOCO", which also includes its affiliates) is the author and publisher of the internet resource www.ghealth.com (" Website") on the world wide web as well as the software and applications provided by GLOCO, including but not limited to the mobile application 'gHealth', the software and applications of the brand names 'gHealth' and GLOCO's software and applications (together with the Website, referred to as the "Services").
This Agreement, among other things, provides the terms and conditions for use of Subscriber Services, primarily a web based practice management hosted and managed remotely through the website and through native mobile applications as described in Section 3.9 of this Agreement. The sites http://www.gloco.com and https://www.ghealth.com are owned and operated by GLOCO.
This Agreement shall supersede and cancel all previous agreements either in written form or orally between the parties in respect of this Website, the mobile application 'gHealth' and GLOCO's software and applications.
This Agreement is an electronic record and generated by a computer system and does not require any physical or digital signatures.
1. YOUR AGREEMENT WITH GLOCO
You acknowledge that you will be bound by this Agreement for availing any of the Subscriber Services offered by us.
Your access to use the Subscriber Services will be solely at the discretion of GLOCO.
2. WHO IS GLOCO?
GLOCO is the author and publisher of the internet resource www.ghealth.com ("Website") on the world wide web as well as the software and applications provided by GLOCO, including but not limited to the mobile application 'gHealth', and the software and applications of the brand names 'gHealth' (together with the Website, referred to as the "Services"). The Subscriber Services have been designed for use at businesses, institutions, establishments and organisations engaged in the healthcare practices ("Practices") by healthcare providers ("Practitioners", which term shall also include designated associates of the healthcare providers who would use Software), and clients of the healthcare providers ("End-Users", which term shall also include members of public who search for Practitioners on the website anonymously or as a registered user of the Service) to find, manage and organise information including but not limited to personal or non-personal information, practice and business information, appointments, prescriptions, medical records, billing, inventory and accounting details. All users of the Subscriber Services are together termed as ("Users"or "you" or "your").
GLOCO makes no express or implied representations or warranties about its Subscriber Services and disclaims any implied warranties, including, but not limited to, warranties or implied warranties of merchantability or fitness for a particular purpose or use or noninfringement. GLOCO does not authorize anyone to make a warranty on GLOCO's behalf and you may not rely on any statement of warranty as a warranty by GLOCO.
3.2 You must be 18 years of age or older to register; use these Subscriber Services in any manner. By registering, or accepting this Agreement, you represent and warrant to GLOCO that you are 18 years of age or older, and that you have the right, authority and capacity to use the Subscriber Services available through the GLOCO and agree to and abide by this Agreement. You also represent and warrant that you are not a person barred from receiving the Subscriber Services under the laws of Malaysia or other countries including the country in which you are resident or from which you use the Subscriber Services.
3.3 The Agreement is published in compliance of, and is governed by the provisions of Malaysian law, including but limited to:
(i) The Contracts Act 1950;
(ii) The Copyright Act 1987;
(iii) The Personal Data Protection Act 2010; and
(iv) The rules, regulations, guidelines and clarifications framed there under.
3.4 A condition of the User's use of and access to the Subscriber Services available provided by GLOCO to Users is the User's acceptance of this Agreement. Any User that does not agree with any provisions of the same is required to leave this computer resource/the Subscriber Services immediately and immediately discontinue use of all Subscriber Services available at the GLOCO.
3.5 GLOCO authorizes the User to view and access the content available on the Subscriber Services solely for ordering, receiving, delivering and communicating only as per this Agreement. The contents of the Subscriber Services, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content on the Subscriber Services (collectively, "GLOCO Content"), are the property of GLOCO and are protected under copyright, trademark and other laws. User shall not modify the GLOCO Content or reproduce, display, publicly perform, distribute, or otherwise use the GLOCO Content in any way for any public or commercial purpose or for personal gain.
3.6 Multiple Users are not permitted to share the same/single login.
3.7 If you are an employee, associate, consultant, intern or are in any way associated to the Practitioner that has subscribed to the Subscriber Services and the subscribing Practitioner has authorized you, explicitly or implicitly, to use the Subscriber Services, this Agreement is a three-way agreement between you, the Practitioner and GLOCO. GLOCO may seek recourse against you or the Practitioner for any violation of the terms of this Agreement.
3.8 Users may not transfer (including by way of sub-license, lease, assignment or other transfer, including by operation of law) their login or right to use the Subscriber Services to any third party. You, the User, are solely responsible for the way anyone you have authorized to use the Subscriber Services and for ensuring that all of such Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any such User shall be deemed to be a violation thereof by you.
3.10 You agree that any registration information you give to GLOCO will always be true, accurate, correct, complete and up to date, to the best of our knowledge. Any phone number used to register with the Subscriber Services be registered in your name and you might be asked to provide supporting documents to prove the same.
3.11 You agree that you will not use the Subscriber Services provided by GLOCO for any unauthorized and unlawful purpose. You will not impersonate another person, including, without limitation, a Practitioner, a Practice or User.
3.13 You agree not to access (or attempt to access) any of the Subscriber Services by any means other than through the interface that is provided by GLOCO, unless you have been specifically allowed to do so in a separate agreement with GLOCO.
3.14 You agree that you will not engage in any activity that interferes with or disrupts the Subscriber Services (or the servers and networks which are connected to the Subscriber Services).
3.15 You agree that you will not reproduce, duplicate, copy, transfer, license, rent, sell, trade or resell the Software or any other Subscriber Services for any purpose whatsoever.
3.17 You shall indemnify GLOCO for any claims, losses or damages, or for the costs of any regulatory or court proceedings suffered by GLOCO as a result of your breach under any applicable law.
3.18 You expressly acknowledge and agree that your use of the Subscriber Services is at your sole risk and that the Subscriber Services are provided "as is" and "as available".
3.19 You agree that you will not make any unsolicited calls or use any information displayed via the Subscriber Services for any purpose other than those intended under this Agreement; to breach any applicable rules and guidelines related to unsolicited commercial communications, including but not limited to regulations & guidelines such as guidelines for telemarketers, or otherwise violate applicable law while using the Subscriber Services.
3.20 You agree that this Agreement and the Subscriber Services of GLOCO are subject to any modification, or may be removed by GLOCO, as a result of change in government regulations, policies and local laws as applicable.
3.21 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any login you use to access the Software.
3.22 You agree and understand that you shall use your best endeavours to get your patients or customers to subscribe to the Services of GLOCO including but not limited to downloading and utilizing gHealth. This includes you through your clinics, doctors, agents, employees or staff campaigning gHealth to your walk-in patients and/or promoting gHealth by electronic means to all patients.
3.23 Following this Agreement and the Subscriber Services of GLOCO, you shall give full cooperation to GLOCO, its agent, employee, staff, consultant and/or its associated companies to set up a call centre in future to assist you, your clinics, doctors, agents, employees or staff in handling appointment/booking (whenever necessary).
3.24 Your use of each Subscriber Service confers upon you only the rights and obligations relating to such Subscriber Service, and not to any other Subscriber Service or service that may be provided by GLOCO. For instance, being a subscriber to GLOCO Ray does not automatically entitle you to a higher ranking on GLOCO's Practitioner search facility.
4. USE OF SUBSCRIBER SERVICES
4.1 GLOCO provides Software through its website, as a Software as a Service (SaaS) model. GLOCO is not responsible for and does not deal with any of the patients managed by User through the website or native mobile applications and only provides Software to User through the website and native mobile applications. To the extent User uses such software or downloads such software from the website, the software, will be deemed to be licensed to User by GLOCO, for providing Subscriber Services to User and enabling User to use those Software only. GLOCO does not transfer either the title or the intellectual property rights to the Software and other its Subscriber Services, and GLOCO (or its licensors) retain full and complete title to the Software as well as all intellectual property rights therein. User agrees to use the Subscriber Services and the materials provided therein only for purposes that are permitted by: (a) this Agreement; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. Information provided by a User to GLOCO may be used, stored or republished by GLOCO or its affiliates even after the termination of these terms of Service.
4.2 GLOCO may offer at its discretion, a free trial of its Subscriber Services for a specified time period. Users of the Software during the trial period are bound by the terms of this Agreement and any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions. Any data User enters into the Software, and any customizations made to the Software by or for User, during User's free trial will be permanently lost at the expiry of the specified time period unless the User upgrades his/her/its subscription to one of the User Plans. GLOCO does not provide any warranty during the trial period.
4.3 GLOCO offers its Subscriber Services on asis basis and has the sole right to modify any feature or customize them at its discretion and there shall be no obligation to honour customization requests of any User. The subscription fee hence charged is exclusive of any customisation costs.
4.4 User shall not access the Subscriber Services of GLOCO if the User or the organisation that he/she/it represents is GLOCO's direct competitor, except with GLOCO's prior written consent. In addition, the User shall not access the Subscriber Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
4.5 GLOCO provides, at its discretion basic support for the Subscriber Services at no additional charge, and/or upgraded support if purchased separately and will use commercially reasonable efforts to make the Subscriber Services available 24 hours a day, 7 days a week, except for (i) planned downtime (of which GLOCO shall give at least 8 hours' notice to Users via the Subscriber Services and which GLOCO shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 9:00 a.m. Monday (MYT), or (ii) any unavailability caused by circumstances beyond GLOCO's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or internet service provider failures or delays. GLOCO will provide the Subscriber Services only in accordance with applicable laws and government regulations.
4.6 Notwithstanding anything to the contrary contained herein, GLOCO does not warrant that its Subscriber Services will always function without disruptions, delay or errors. A number of factors may impact the use of the Subscriber Services (depending on the Subscriber Services used) and native mobile applications and may result in the failure of your communications including but not limited to: your local network, firewall, your internet service provider, the public internet, your power supply and telephony services. GLOCO takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control.
4.7 In the event the Software are not available due to apparent default at GLOCO's end or are rendered unusable, GLOCO may at its discretion extend the subscription period of the Practitioner only by such number of calendar days when the Subscriber Services were not available. However, you shall agree that GLOCO is not responsible and will not be held liable for the any failure of the intermediary services such as, internet connectivity failure or telephonic disconnections.
4.8 The Subscriber Services may be subject to certain limitations, such as, limits on disk storage space, on the number of calls Users are permitted to make against GLOCO's application programming interface, and, other limitations dependent on the 'User Plan', for example, number of SMS, number of appointments, number of users or accounts, validity of subscription and any other limitations. Any such limitations are specified in the User Plans. The Subscription Services have been designed to provide real time information to enable User to monitor such User's compliance with such limitations.
4.9 Notwithstanding anything to the contrary contained herein, Practitioner alone shall be liable for Practitioner's dealings and interaction with patient, his/her representatives or affiliates, searching for Practitioners through the Website, End-Users contacted or managed through the Software, and GLOCO shall have no liability or responsibility in this regard. GLOCO does not guarantee or make any representation with respect to the correctness, completeness or accuracy of the information or detail provided by End-Users or any third party through the Subscriber Services. The Subscriber Services are not intended for and must not be used for emergency purposes such as emergency appointments, emergency healthcare procedures or any other emergency situations.
4.10 GLOCO may, at its sole discretion, suspend User's ability to use or access the Subscriber Services at any time while GLOCO investigates complaints or alleged violations of this Agreement, or for any other reason.
4.11 GLOCO reserves the right to use all information captured in its Subscriber Services in anonymised form for the purpose of its Subscriber Services improvements, and providing analytics and businesses intelligence to the third parties. On the basis of such information, GLOCO tries to make its Subscriber Services more useful in following way:
(i) Promotion of new Subscriber Services,
(ii) Analysing software usage patterns for improving Subscriber Services design and utility;
(iii) Analysing anonymised patients' information for research and development of new technologies and any other Subscriber Services offerings;
Users can use the rectification tools provided by GLOCO or contact GLOCO immediately for rectifications. GLOCO shall bear no liability or responsibility in this regard.
4.12 GLOCO reserves the right to use the following types of information stored in our software:
(i) Practice information;
(ii) Practitioner information;
(iii) End-Users' demographic information as anonymised form;
(iv) End-Users' information in relation to his health and history (anonymised form);
4.14 The Subscriber Services available by GLOCO accepts online appointment requests for all practitioners listed and displayed on its website. GLOCO intends to take all reasonable steps to duly inform Practices via phone and email for appointment requests made on Service. However, it is possible that some appointment requests do not reach the Practices at all or in a timely manner due to technical or operational reasons including but not limited to cases when Practices do not respond to phone calls made by GLOCO or when Practices do not read emails or text messages sent by GLOCO in timely manner. GLOCO shall have no liability or responsibility in this regard.
4.15 While GLOCO makes every feasible effort to ensure a confirmed appointment for a End-User who requested an appointment on the Service, GLOCO does not guarantee that the appointments will be confirmed in all cases. Further, GLOCO has no liability if such appointment is confirmed but later cancelled by any of the End-Users, or the Practitioners are not available as per the given appointment time.
4.16 Certain Subscriber Services (including ancillary Subscriber Services) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Software ("Specific Terms"). In such cases, the applicable Specific Terms will be and your access to and use of the relevant Subscriber Services will be contingent upon your acceptance of and compliance with such Specific Terms.
4.17 GLOCO reserves the right to add new functionality, remove existing functionality, and modify existing functionality to its Subscriber Services as and when it deems fit, and make any such changes available in newer versions of its Subscriber Services or native mobile application or all of these at its discretion. All Users of its Subscriber Services will be duly notified upon release of such newer versions and GLOCO reserves the right to automatically upgrade all Users to the latest version of its Software as and when it deems fit.
(i) End-Users' Records will display and contain the same Health Records that was created by the End-User's or provided by you in the designated section for Health Records in gHealth. GLOCO shall not validate the Health Records and will not be responsible for any errors in or incompleteness of such Health Records provided by you. You hereby represent and warrant that to the extent that you provide any such Health Records, it is true and complete to the best of your knowledge.
(ii) By subscribing to gHealth or switching on "gHealth Data Sharing/GLOCO Data Sharing" setting or similar settings in the Services, you are granting an irrevocable right of ownership to the relevant End-Users to Health Records, including but not limited to any medical records and information that is classified as sensitive and non-sensitive personal data of the patients or customers.
(iii) By subscribing to gHealth or any GLOCO's Services or switching on "gHealth Data Sharing/GLOCO Data Sharing" setting or similar settings in the Services, you are also granting GLOCO the right to upload or share into its designated database or Cloud database Health Records, including but not limited to any medical records and information that is classified as sensitive and non-sensitive personal data of the patients or customers.
(iv) You agree that you have already obtained the necessary consent and/or approval from the relevant patients or customers before subscribing to gHealth or any GLOCO's Services and granting GLOCO the right to upload or share into its designated database or Cloud database Health Records, including but not limited to any medical records and information that is classified as sensitive and non-sensitive personal data of the patients or customers.
(v) GLOCO is not responsible for your failure to obtain the necessary consent and/or approval from the relevant patients or customers before subscribing to gHealth or any GLOCO's Services and granting GLOCO the right to upload or share into its designated database or Cloud database.
(vi) You agree the Health Records shall be entered into appropriate designated sections at your sole risk and responsibility after obtaining prior consent of the patients and customers, if any, and GLOCO shall not be responsible or liable for Health Records whatsoever including failure to add the Health Records in the designated section for Health Records in gHealth.
(vii) For your patients and customers that are not referred to you by GLOCO, it is your responsibility to ensure that such patients' and customers' mobile numbers and email IDs are correctly provided and mentioned for the intended owner of the Records while using the Services. In case of any errors or changes in details, you are required to inform GLOCO of the same as soon as you become aware of such errors or changes.
(viii) GLOCO is not responsible for verifying the accuracy or incompleteness of such persons' details or Health Records provided in the Records, and shall not be liable for any errors in the same.
(ix) Changing the contact number will not affect the Health Records already added to the End-Users' Records.
(x) GLOCO is not liable, if for any reason Health Records are not delivered to your patient or customer, or are delivered late or not accessed, despite its best efforts. While GLOCO will endeavor to take all reasonable steps through its dedicated support team to resolve any technical or operational difficulties for the delivery of the Health Records to your patient or customer, GLOCO makes no promise or guarantee for any uninterrupted access to the Records to your patients or customers.
(xi) GLOCO reserves the right to recall or partially recall any shared Health Record due to inadvertent or incorrect sharing by you or any other reason as it may deem fit.
(xii) Owner of the clinic is solely responsible to manage the "gHealth Data Sharing/GLOCO Data Sharing" setting or similar settings in the Servicessettings for the clinic.
(xiii) Owner is solely responsible to inform all relevant gHealth users within the clinic about the intended usage of the feature.
(xiv) Any change to the setting will be effective only from the date of change, not retrospectively unless otherwise communicated by GLOCO.
(xv) GLOCO has the right to communicate and inform End-Users without any prior notice to the Practitioner about the shared Health Records through SMS, email or any other platform on behalf of the Practitioner.
(xvi) GLOCO has the right to independently resolve any technical or operational issue of the End-User regarding the access of the Health Records.
(xvii) GLOCO has the right to not to provide the access of the Health Records to the user without any prior notice to avoid Health Records theft.
(xviii) GLOCO is not responsible for any unintended access of Records due to change in phone number of the End User.
(xix) GLOCO will follow the law of land in case of any constitutional court or jurisdiction mandates to share the Health Records for any reason.
(xx) You agree and acknowledge that GLOCO may need to access the Health Record for cases such as any technical or operational issue of the End User in access or ownership of the Records.
5. COLLECTION, USE, STORAGE AND TRANSFER OF PERSONAL DATA
6.1 GLOCO hereby informs the User that the User is not permitted to host, display, upload, modify, publish, transmit, update or share any information that:
(i) belongs to another person and to which the User does not have any right to;
(ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
(iii) harm minors in any way;
(iv) infringes any patent, trademark, copyright or other proprietary rights;
(v) violates any law for the time being in force;
(vi) deceives or misleads the addressee (or EndUser or User) about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(vii) impersonate another person;
(viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
(ix) threatens the unity, integrity, defence, security or sovereignty of Malaysia, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
6.2 The User is also prohibited from:
(i) violating or attempting to violate the integrity or security of the Subscriber Services or any GLOCO Software;
(ii) transmitting any information (including job posts, messages and hyperlinks) on or through the Subscriber Services that is disruptive or competitive to the provision of Subscriber Services by GLOCO;
(iii) intentionally submitting on the Subscriber Services any incomplete, false or inaccurate information;
(iv) making any unsolicited communications to other Users;
(v) using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Service;
(vi) attempting to decipher, decompile, disassemble or reverse engineer any part of the Subscriber Services unless explicitly permitted by GLOCO;
(vii) copying or duplicating in any manner any of the GLOCO content or other information available from the Service;
(viii) framing or hot-linking or deep-linking any GLOCO content.
(ix) circumventing or disabling any digital rights management, usage rules, or other security features of the Software.
6.3 GLOCO, upon obtaining knowledge by itself or being brought to actual knowledge by an affected person in writing or through email signed with electronic signature about any such information as mentioned in S. 6.2 above, shall be entitled to disable such information that is in contravention of S. 6.2. GLOCO shall be entitled to preserve such information and associated records for at least 90 (ninety) days for service on to governmental or investigative authorities for investigation purposes.
6.5 GLOCO respects the intellectual property rights of others and we do not hold any responsibility for any violations of any intellectual property rights.
7.2 The User shall not hold GLOCO responsible or liable in any way for any disclosures by GLOCO.
7.3 The Software provided by GLOCO or any of its licensors or providers are provided "as is"," as available", and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). GLOCO does not provide or make any representation, warranty or guaranty, express or implied about the Subscriber Services. GLOCO does not verify any content or information provided by Users on its Subscriber Services and to the fullest extent permitted by law, disclaims all liability arising out of the User's use or reliance upon the Subscriber Services, , the GLOCO Content, representations and warranties made by the Users or the content or information provided by the Users on the Subscriber Services or any opinion or suggestion given or expressed by GLOCO or any User in relation to any User or Subscriber Services provided by such User.
7.4 GLOCO assumes no responsibility, and shall not be liable for ways in which End-User data is used by Practitioners and other authorized users of Software at a Practice. It is the responsibility of the Practice alone to ensure that the End-User data either stored in Software or taken out from Software by printing or exporting to PDF, CSV or any other computer file format or data stored offline in mobile devices of users accessing Software through mobile applications published by GLOCO, is used in compliance to local privacy laws applicable to the Practice's business transactions with End-Users.
7.5 The Subscriber Services of GLOCO may be linked to the services of third parties, affiliates and business partners. GLOCO has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such Subscriber Services or made available by/through our SubscriberServices. Inclusion of any link on the Subscriber Services does not imply that GLOCO endorses the linked site. User may use the links and these Subscriber Services at User's own risk.
7.6 GLOCO assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect User's equipment on account of User's access to, use of, or browsing the Subscriber Services or the downloading of any material, data, text, images, video content, or audio content from the Service. If a User is dissatisfied with the Service, User's sole remedy is to discontinue using the Subscriber Services of GLOCO.
7.7 The Subscriber Services may enable User to communicate with other Users or to post information to be accessed by others, whereupon other Users may collect such data. Such Users, including any moderators or administrators, are not authorized GLOCO representatives or agents, and their opinions or statements do not necessarily reflect those of GLOCO, and they are not authorized to bind GLOCO to any contract. GLOCO hereby expressly disclaims any liability for any reliance or misuse of such information that is made available by Users or visitors in such a manner.
7.8 In no event, including but not limited to negligence, shall GLOCO, or any of its directors, officers, employees, agents or content or service providers (collectively, the "protected entities") be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Subscriber Services or the content, materials and functions related thereto, User's provision of information via the Subscriber Services of the GLOCO, lost business or lost sales, even if such protected entity has been advised of the possibility of such damages. In no event shall the protected entities be liable for provision of or failure to provide all or any Subscriber Services by Practitioners to End-Users contacted or managed through the Service. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any User or other person on or through the Subscriber Services. In no event shall the total aggregate liability of the protected entities to a User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions or a User's use of the Subscriber Services exceed, in the aggregate RM100.00.
7.9 In no event shall the protected entities be liable for failure on the part of the Users to provide agreed Subscriber Services or to make himself/herself available at the appointed time, cancellation or rescheduling of appointments. In no event shall the protected entities be liable for any comments or feedback given by any of the Users in relation to the Subscriber Services provided by a User.
7.10 The listing order of Practitioners and/or Practices on the Subscriber Services is based on numerous factors including End-Users' comments and feedbacks. In no event shall the protected entities and GLOCO be liable or responsible for the listing order of Practitioners and/or Practices on the Service. Further, GLOCO shall not be responsible for adverse feedback or comments, or ratings on the Subscriber Services which are a subject matter of automated processes, and GLOCO disclaims any liability for lost business or reputation of a User due to information, data or ratings that's are available on the Service. GLOCO at its discretion hold the sole right to display the listing order of the Practitioner and/ or Practices.
7.11 The reviews and the feedbacks are displayed by the GLOCO at its discretion. You agree that GLOCO may contact you through telephone, email, sms, or at your contact details for the limited purpose of:
(i) Obtaining feedback in relation to GLOCO's Subscriber Services;
(ii) Offering other software/products/insurance in relation to GLOCO's Subscriber Services; and/or
(iii) Obtaining feedback in relation to any Practitioners or the HCPs listed on the Service.
7.12 The protected entities and the GLOCO shall not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in GLOCOSubscriber Services made to you, or for any unauthorized interception of Customer's communications or other breaches of privacy attributable in part to the acts or omissions of Customer or third parties, or for damages associated with the Service, or equipment that it does not furnish, or for damages that result from the operation of Customer provided systems, equipment, facilities or services that are interconnected with the Service.
8.1 User agrees to indemnify and hold harmless GLOCO, its affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party vendors, from claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from his/her/ its access to or use of Software, violation of this Agreement, or infringement, or infringement by any other user of his/her/its account, of any intellectual property or other right of any person or entity. GLOCO will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
9.1 GLOCO has a zero tolerance spam policy. GLOCO employs controls on user permission to receive Content from GLOCO's Subscriber Services and has easily accessible ways for users to block or not receive content if they chose to. However, GLOCO's policy on spam is clearly stated below:
(i) Spamming is defined as the practice of (a) sending unsolicited messages, likely with commercial content, (b) in large quantities (c) to an indiscriminate set of recipients. The result of this practice is termed "Spam".
(ii) The sender of any message deemed to be "spam" is liable for RM100.00 for each End-User that receives each unauthorized message. The sender of 'Spam' will pay all fees owed to GLOCO within thirty (30) days of such transmission.
10. TERM, TERMINATION AND DISPUTES
10.1 This Agreement will remain in full force and effect while the User is a user of any of the Subscriber Services in any form or capacity.
10.2 The User can request for termination of his/her/its membership with GLOCO at any time by providing 30 (thirty) days' prior written notice to email@example.com. During this 30 day period, GLOCO will investigate and ascertain the fulfilment of any ongoing Subscriber Services or pending dues related to subscription fees or any other fees by the User. GLOCO may require the User to continue his/her/its subscription until the completion or termination of an ongoing Subscriber Services or subscription period, should the situation warrant and at GLOCO's discretion. The User shall be obligated to clear any dues with GLOCO for any of its Subscriber Services for which the User has procured. GLOCO shall not be liable to you or any third party for any termination of your access to the Site and/or the Subscriber Services.
10.3 GLOCO reserves the right to terminate any account in cases:
(ii) GLOCO is unable to verify or authenticate any information provide to GLOCO by a User; or
(iii) GLOCO believes in its sole discretion that User's actions may cause legal liability for such User, other Users or for GLOCO or are contrary to the interests of the Service.
10.5 Return of User's Data: Upon request by a User made within 60 (sixty) days after the effective date of termination of a Subscriber Services subscription due to nonpayment, GLOCO will make available to the User for download a copy of such User's data in comma separated value (.csv) format or any other format as determined by GLOCO. After such 60 (sixty) days period, GLOCO shall have no obligation to maintain or provide any of such User's data and shall thereafter, unless legally prohibited, delete all User's data in its systems or otherwise in its possession or under its control. In cases where User terminates the subscription voluntarily, it will be the sole responsibility of the User to make a copy of their data before terminating the subscription Users data will not be available after termination of subscription in such cases.
10.6 GLOCO reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of the User's content from the Subscriber Services and immediate termination of the User's account with or without ability to access the Softwares, upon any breach by the User of this Agreement or if GLOCO is unable to verify or authenticate any information the User submits to GLOCO, or if the User fails to provide (or after providing such consent, later revokes) the consents necessary or desirable for GLOCO to provide the Subscriber Services to the User.
10.7 This Agreement and any contractual obligation between GLOCO and User will be governed by the laws of Malaysia, subject to the exclusive jurisdiction of Courts in Malaysia.
10.8 Even after termination, certain obligations mentioned under Covenants, Liability, Indemnity, Intellectual Property, Dispute Resolution will continue and survive termination.
10.9 Any amendment in these Terms shall replace all previous versions of the same.
11. THEFT OF SUBSCRIBER SERVICES
11.1 You agree to notify GLOCO immediately, in writing or by mail to firstname.lastname@example.org or by calling GLOCO customer care on 1300 88 6008, if your content is stolen or if you become aware at any time that your account with any Subscriber Service is being misused or being used fraudulently. When you call or write, you must provide your account details and a detailed description of the circumstances of the theft or fraudulent use of the Subscriber Services. Failure to do so promptly or within a reasonably prompt time period after discovery of the improper use may result in the termination of your Subscriber Services and additional charges to you.
11.2 You will be liable for all use of the Subscriber Services if your account is misused and also for any and all stolen Subscriber Services or fraudulent use of the Service. Notwithstanding anything herein to the contrary, GLOCO shall not be liable to extend the subscription period or waiveoff any fees on account of such theft or fraudulent use. This includes, but is not limited to, modem hijacking, wireless hijacking, or other fraud arising out of a failure of your internal or corporate security procedures. GLOCO will not issue refunds for fraudulent use resulting from your negligent or wilful acts or those of an authorized user of your Subscriber Services.
12. MISUSE OF SUBSCRIBER SERVICES
13. USE OF THIRD PARTY WEBSITES
13.1 Links to other websites through this website is included for additional information and for your convenience only. GLOCO has no control over the nature, content and availability of those websites. In addition, the inclusion of these links does not necessarily imply a recommendation to that link nor do GLOCO endorse the views expressed on those external websites.
13.2 Please also note that GLOCO endeavours to ensure that this website is available 24 hours a day, 7 days a week, throughout a calendar year. However, should this website be temporarily suspended or is made unavailable for any reason or for any length of time, GLOCO does not accept any liability which may arise from this website's downtime.
14. SEVERABILITY AND WAIVER
15. CONTACT INFORMATION
15.1 If any User has any question, issue, complaint regarding any of our Subscriber Services, please contact our customer service at email@example.com or by calling GLOCO customer care on 1300 88 6008.
15.2 If a User has any questions concerning GLOCO, the Service, this Agreement, or anything related to any of the foregoing, GLOCO can be reached at the following email address firstname.lastname@example.org or via the contact information available from the following hyperlink: www.ghealth.com or www.gloco.com
1.1 In these Conditions:
"Buyer" means the person who purchases Goods on the Platform;
"Conditions" mean these Terms and Conditions of Sale;
"Contract" means the contract formed when Seller accepted the order placed by Buyer on the Platform for the purchase of Goods sold by Seller;
"Goods" means the goods made available for sale on the Platform, including any instalment of the goods or any parts for them;
"gHealth" means GLOCO MALAYSIA SDN BHD. (Company No.: 869397-U), a company incorporated in Malaysia and having its business address at A-G-13A & A-01-13A, Block A, Merchant Square, No.1, Jalan Tropicana Selatan 1, PJU 3, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia;
"gHealth Terms and Conditions" means these Terms and Conditions of Sale and all other terms and conditions and policies pertaining to the use of the Platform and/or the Services;
"Platform" means the www.ghealth.com website and/or the gHealth mobile app;
"Seller" means a seller which uses the Platform and/or Services to sell Goods to the Buyers, and includes a Third Party Vendor. gHealth may also be a "Seller" for selected Goods;
"Services" means the use of any services, information and functions made available by gHealth at the Platform;
"Third Party Vendor" means a seller which, with gHealth's permission, uses the Platform and/or Services to sell Goods to the Buyers, and excludes gHealth; and
"Writing" includes electronic mail, facsimile transmission and any comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 Any references to "gHealth" in these Conditions refer to both gHealth's actions on its own behalf as Seller and/or as the operator of the Platform and/or as the agent of Third Party Vendors as Sellers in respect of each and every Contract.
1.4 The headings in these Conditions are for convenience only and shall not affect the interpretation of any parties.
2. Basis of the Contract
2.1 The Platform provides a place and opportunity for the sale of Goods between the Buyer and the Seller (collectively "Parties"). The identity of the Seller for a particular Goods listed for sale on the Platform, be it gHealth or a Third Party Vendor, may be stated on the webpage listing such Goods.
2.2 Where the Buyer has placed an order on the Platform for the purchase of Goods sold by gHealth and gHealth has accepted the same, this shall constitute a Contract entered into directly between the Buyer and gHealth. On the other hand, where the Buyer has placed an order on the Platform for the purchase of Goods sold by a Third Party Vendor and the said Third Party Vendor has accepted the same, this shall constitute a Contract entered into directly between the Buyer and the Third Party Vendor. Where the Contract is entered into directly between the Buyer and a Third Party Vendor, gHealth is not a party to the Contract or any other Contract between the Buyer and Third Party Vendor and accepts no obligations in connection with any such Contract. Parties to such contracts shall be entirely responsible for the Contract between them, the listing of Goods, warranty of purchase and the like.
2.3 Any information made available on the Platform in connection with the supply of Goods, including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs or any information disclosed by Third Party Vendors through the chat system are not binding and for information purposes only. In entering into the Contract, the Buyer acknowledges that it does not rely on and waives any claim based on any such representations or information so provided.
2.4 While the Seller endeavours to provide an accurate description of the Goods, neither gHealth nor Seller warrants that such description is accurate, current or free from error. In the event that the Goods the Buyer receives is fundamentally different from the Goods as described on the Platform and which the Buyer has ordered, Clause 7 of these Conditions shall apply.
2.5 Any typographical clerical or other error or omission in any quotation, invoice or other document or information issued by gHealth in its website shall be subject to correction without any liability on the part of gHealth.
3. Orders and Specifications
3.1 The Buyer may purchase Goods by placing and completing the order form on the Platform and shall be responsible for ensuring the accuracy of the order. All orders shall be subject to Seller's acceptance in their sole discretion and each order accepted by the Seller shall constitute a separate Contract and shall be deemed to be irrevocable and unconditional upon transmission through the Platform. gHealth shall be entitled (but not obliged) to process such orders without further consent from the Buyer. Nevertheless, the Buyer may request to cancel or amend the order upon which gHealth shall endeavour (but not obliged) to give effect to on a commercially reasonable effort basis.
3.2 Order acceptance and completion of the Contract between the Buyer and Seller will only be completed upon gHealth issuing a confirmation of dispatch of the Goods to the Buyer. For the avoidance of doubt, gHealth shall be entitled to refuse or cancel any order without giving any reasons for the same to the Buyer prior to issue of the confirmation of dispatch. gHealth shall furthermore be entitled to require the Buyer to furnish gHealth with contact and other verification information, including but not limited to address, contact numbers prior to issuing a confirmation of dispatch.
3.3 No concluded Contract may be modified or cancelled by the Buyer except with prior written consent from gHealth and on terms that the Buyer shall indemnify gHealth in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by gHealth as a result of the modification or cancellation, as the case may be.
4.1 The price of the Goods shall be the price stated on the Platform at the time which the Buyer places and completes the order form on the Platform. The price includes any applicable sales and services tax, value added tax or similar tax which the Buyer shall be liable to pay to gHealth in addition to the price, but it excludes the delivery charges.
4.2 In the event that a Goods has been mispriced on the Platform, the Seller reserves the right to terminate the Contract, in which gHealth shall, on behalf of Seller (where Seller is a Third Party Vendor), notify the Buyer of such cancellation by giving three days' notice. The Seller shall have such right to terminate the Contract notwithstanding that the Goods have been dispatched or are in transit or that payment has been charged to Buyer.
5. Terms of Payment
5.1 The Buyer shall be entitled to make payment for the Goods using the various payment methods made available on the Platform. When Buyer places an order on the Platform, actual payment shall be only charged upon Seller's acceptance of Buyer's order and the formation of a Contract. All payments shall be made to gHealth, either accepting payment in its own right or as Seller's agent (where Seller is a Third Party Vendor). Buyer acknowledges that gHealth is entitled to collect payments from Buyer on behalf of Third Party Vendors.
5.2 The terms and conditions applicable to each type of payment, as prescribed by gHealth on the Platform, shall be applicable to the Contract. The payment methods may also be subject to the following terms:
5.2.1 Credit Card
Credit card payment option is available for all Buyers. gHealth accepts all Visa and MasterCards credit cards and is 3D Secure enabled (verified by Visa and secured by MasterCard). All credit card information of Buyers are protected by industry leading encryption standards.
Please take note that additional charges may be incurred if Buyer is using a non-Malaysian issued card due to foreign exchange rates.
5.2.2 Debit Cards
gHealth accepts all Malaysian Visa and MasterCard debit cards, subject to bank availability. All debit card numbers shall be protected by industry leading encryption standards.
5.2.3 Online Banking
By choosing this payment method, the Buyer shall transfer the amount of the total purchase price for the Goods purchased by Buyer to a gHealth account (including any applicable taxes, fees and shipping costs). The transaction must be payable in Ringgit Malaysia. gHealth, in its sole discretion, may refuse this payment option service to anyone or any user without notice for any reason at any time.
5.3 Buyer may not claim against Seller or any of its agents (which may include gHealth), for any failure, disruption or error in connection with the Buyer's chosen payment method. gHealth reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to the Buyer or giving any reason.
5.4 If the Buyer fails to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to Seller, Seller shall be entitled to:
5.4.1 cancel the Contract or suspend deliveries of the Goods until payment is made in full; and/or
5.4.2 charge the Buyer interest on the amount unpaid at the rate of one per cent (1.0%) per month until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest).
5.5 All refunds shall be made via the gHealth virtual payment account ("gHealth Payment Account"). gHealth offers no guarantee of any nature for the timeliness of the refunds reaching the gHealth Payment Account. The processing of payment may take time and it is subject to the payment provider internal processing timeline. All costs associated with the refund process imposed by the processing bank and/or payment provider shall be borne by gHealth. All refunds are conditional upon gHealth's acceptance of a valid return of the Goods. gHealth reserves the right to modify the mechanism of processing refunds at any time without notice.
5.6 All payments for the purchased Goods must be made to gHealth using the payment methods made available on the Platform only. gHealth shall not be held responsible for any losses which may arise from payments made directly to Third Party Vendors or through payment methods apart from the available payment methods on the Platform.
6. Delivery of Goods
6.1 Delivery of the Goods shall be made to the address specified by the Buyer in its order.
6.2 gHealth has the right at any time to sub-contract all or any of its obligations for the sale/delivery of the Goods to any other party as it may from time to time decide without giving notice of the same to the Buyer.
6.3 Any dates quoted for delivery of the Goods are approximate only and delays may occur. The time for delivery/performance shall not be of the essence, and gHealth shall not be liable for any delay in delivery or performance howsoever caused.
6.4 If Seller has failed to deliver the Goods in accordance with the Contract or within a reasonable time, the Buyer shall, by serving a written notice to gHealth, be entitled to demand performance within a specified time thereafter and such specified time shall be no less than 14 days. If gHealth fails to do so within the specified time, the Buyer shall be entitled to terminate the Contract and claim a refund in respect of the undelivered Goods.
6.5 Where the Goods have been delivered to the Buyer even after such refunds have been claimed by the Buyer pursuant to Clause 6.4 above, Buyer shall immediately notify gHealth of the delivery. The property in the Goods shall not pass to the Buyer and Buyer shall hold the Goods as gHealth's fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer. gHealth shall be entitled at any time to demand the Buyer to deliver up the Goods to gHealth and in the event of non-compliance gHealth reserves its right to take legal action against the Buyer for the delivery of the Goods and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Buyer.
6.6 If the Buyer fails to take delivery of the Goods (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of Seller's fault) then without prejudice to any other right or remedy available to gHealth, gHealth may:
6.6.1 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract provided the price has been paid in cleared funds in full or charge the Buyer for any shortfall below the price under the Contract; or
6.6.2 terminate the Contract and claim damages.
7. Return, Refund and Replacement of Goods
7.1 All Goods sold on the Platform is covered under the gHealth 7 Days Easy Returns or 14 Days Easy Returns depending on the Goods sold ("Return Policy"). Buyer may initiate the returns process by communicating with gHealth or Seller through the Platform. The logo(s) of the Return Policy for each Goods can be found on the Goods' product page.
7.2 Buyer may, by completing the Online Return Form, apply to return the purchased Goods to gHealth or Seller in exchange for a replacement or a refund. Buyer shall ensure that the purchased Goods is returned to gHealth or Seller within 7 or 14 calendar days from the delivery date, depending on the applicable Return Policy. For avoidance of doubt, the countdown starts from the date the Buyer received the purchased Goods to the post stamp date on the return parcel. In case of damaged Goods, please contact gHealth or Seller within 48 hours of receiving the delivery to expedite the claim process.
7.3 Buyer may only apply for return of the purchased Goods in the following circumstances:
7.3.1 the Goods delivered to Buyer is defective and/or damaged on delivery;
7.3.2 the Goods delivered to Buyer is materially different from the description provided by Seller in the listing of the Goods;
7.3.3 the Goods delivered to Buyer does not match the agreed specification stipulated in the order; and
7.3.4 such other circumstances which may be prescribed by gHealth on the Platform.
7.4 Notwithstanding Clause 7.3 above, pharmaceutical products are strictly not returnable.
7.5 Notwithstanding Clause 7.3 above, return or cancellations of any perishable goods are not allowed. To ensure that Buyer is satisfied with the product Buyer received, Buyer should inspect the contents as soon as the order arrives.
7.6 The application for return of purchased Goods may also be subject to additional terms and conditions prescribed by gHealth on the Platform.
7.7 Questions and complaints with regards to returns
7.7.1 If you have any questions or complaints, (i) you may either contact the Seller directly via the Platform or (ii) contact gHealth using the "Contact Us" page on the Platform, as applicable.
7.7.2 In the event that Buyer is unable to resolve any dispute with Seller directly through amicable negotiations, gHealth reserves the right to suggest and implement an appropriate resolution at its sole discretion.
8. Risk and Property of the Goods
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods, the time when gHealth has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until gHealth has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as gHealth's fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer.
8.4 The Buyer agrees with gHealth that the Buyer shall immediately notify gHealth of any matter from time to time affecting gHealth's title to the Goods and the Buyer shall provide gHealth with any information relating to the Goods as gHealth may require from time to time.
8.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), gHealth shall be entitled at any time to demand the Buyer to deliver up the Goods to gHealth and in the event of non-compliance, gHealth reserves its right to take legal action against the Buyer for the delivery of the Goods and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Buyer.
8.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of gHealth but if the Buyer does so all moneys owing by the Buyer to gHealth shall (without prejudice to any other right or remedy of gHealth) forthwith become due and payable.
8.7 If the provisions in this Clause 8 of these Conditions are not effective according to the law of the country in which the Goods are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Buyer shall take all steps necessary to give effect to the same.
8.8 The Buyer shall indemnify gHealth against all loss damages costs expenses and legal fees incurred by the Buyer in connection with the assertion and enforcement of gHealth's rights under these Conditions.
9.1 Buyer may terminate the Contract before Seller dispatches the Goods, by written notice to gHealth through our Contact Us page at https://www.ghealth.com. If the Goods have already been dispatched, Buyer may not terminate the Contract but may only return the Goods in accordance with Clause 7 of these Conditions.
9.2 Without prejudice to any other right of termination elsewhere in these Conditions, Seller, or gHealth acting on Seller's behalf, may stop any Goods in transit, suspend further deliveries to the Buyer and/or terminate the Contract with immediate effect by written notice to the Buyer on or at any time after the occurrence of any of the following events:
9.2.1 the Goods under the Contract being unavailable for any reason; and/or
9.2.2 the Goods under the Contract has been mispriced on the Platform.
10. Warranties and Remedies
10.1 Subject as expressly provided in these Conditions, all other warranties conditions or terms, including those implied by statute or common law, are excluded to the fullest extent permitted by law.
10.2 Subject to this Clause 10 of these Conditions, gHealth warrants that the Goods will correspond with their specification at the time of delivery, and agrees to remedy any non-conformity therein for a period of 12 months commencing from the date on which the Goods are delivered or deemed to be delivered ("Warranty Period"). Where the Buyer is dealing as a consumer (within the meaning of the Sale of Goods Act and the Consumer Protection Act), gHealth further gives to the Buyer such implied warranties as cannot be excluded by law.
10.3 gHealth's above warranty concerning the Goods is given subject to the following conditions:
10.3.1 No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to gHealth.
10.3.2 Any description given of the Goods is given by way of identification only and the use of such description shall not constitute a sale by description.
10.3.3 gHealth binds itself only to deliver Goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of gHealth's opinion in that behalf. gHealth is not liable for any such special or particular description which may have been provided by Third Party Vendors through the chat system. gHealth does not give any warranty as to the quality state condition or fitness of the Goods.
10.3.4 gHealth shall be under no liability for the following measures and actions taken by the Buyer or third parties and the consequences thereof: improper remedy of defects, alteration of the Goods without the prior agreement of gHealth, addition and insertion of parts, in particular of spare parts which do not come from gHealth.
10.3.5 gHealth shall be under no liability in respect of any defect arising from unsuitable or improper use, defective installation or commissioning by the Buyer or third parties, fair wear and tear, wilful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, excessive load, unsuitable operating materials and replacement materials, poor work, unsuitable foundation, chemical, electro-technical/electronic or electric influences, failure to follow gHealth's instructions (whether oral or in writing) misuse or alteration or repair of the Goods without gHealth's approval.
10.3.6 gHealth is not liable for any loss damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work carried out without gHealth's prior written approval and the Buyer shall indemnify gHealth against each loss liability and cost arising out of such claims.
10.3.7 gHealth shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid in cleared funds by the due date for payment.
10.3.8 gHealth shall be under no liability whatsoever in respect of any defect in the Goods arising after the expiry of the Warranty Period.
10.4 Where there is any defect in the quality or condition of the Goods or where the Goods fail to correspond with specification, Buyer may apply to return the defective and/or damaged Goods to gHealth or Seller in exchange for a replacement or a refund in accordance with gHealth's Return Policy and Clause 7 of these Conditions above.
10.5 As an alternative to returning faulty or damaged Goods in exchange for refund or replacement under Clause 7 of these Conditions above, a Buyer may request for a repair of such Goods. gHealth and Seller however is entitled to accept or reject such request, at its own discretion. Such request shall be irrevocable upon gHealth's or Seller's acceptance of the same and the non-conforming Goods (or part thereof) will be repaired as originally ordered. The Buyer may not later elect for a return under Clause 7 of these Conditions above once gHealth or Seller has accepted such request.
10.6 Where the Goods have not been repaired within a reasonable time, despite a written warning from the Buyer, the Buyer shall be entitled to a reduction of the price in proportion to the reduced value of the Goods, provided that under no circumstance shall such reduction exceed 15% of the price of the affected Goods. In lieu of repair, gHealth may, at its sole discretion, grant such a reduction to the Buyer. Upon a repair or price reduction being made as aforesaid, the Buyer shall have no further claim against the Seller.
10.7 When gHealth or Seller has provided replacement Goods or given the Buyer a refund, the non-conforming Goods or parts thereof shall become property of gHealth or Seller.
11.1 In no event shall gHealth be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or if gHealth had been advised by the Buyer of the possibility of incurring the same.
11.2 The remedies set out in Clause 10 of these Conditions are the Buyer's sole and exclusive remedies for non-conformity of or defects in the Goods and gHealth's liability for the same shall be limited in the manner specified in Clause 10 of these Conditions.
11.3 Notwithstanding any other provision of these Conditions, Seller's maximum cumulative liability to the Buyer or to any other party for all losses under, arising out of or relating to the sale of products under each Contract, shall not exceed the sums that Buyer has paid to Seller under such Contract.
11.4 If a number of events give rise substantially to the same loss they shall be regarded as giving rise to only one claim under these Conditions.
11.5 No action shall be brought against gHealth later than 12 months after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware, and in any event, no later than 12 months after the end of the Warranty Period.
12.1 Neither gHealth nor Seller shall be liable for non-performance, error, interruption or delay in the performance of its obligations under these Conditions (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services' contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond gHealth's or Seller's reasonable control.
12.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed, if to gHealth, to its registered office or principal place of business and if to the Buyer, to the address stipulated in the relevant order.
12.3 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of International Commercial Terms published by the International Chamber of Commerce shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
12.4 No waiver by gHealth of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. Further, gHealth's failure to enforce these Conditions shall not constitute a waiver of these terms, and such failure shall not affect the right to later enforce these Conditions.
12.5 If any provision of these Conditions is held by any competent authority to be illegal, invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.6 No person who is not a party to the Contract (including any employee officer agent representative or sub-contractor of either party) shall have any right to enforce any terms of the Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which the agreement must refer to Clause 3.3 of these Conditions.
12.7 The Contract shall be governed by the laws of Malaysia and the Buyer agrees to submit to the non-exclusive jurisdiction of the Courts in Malaysia, as provided for in Clause 12.9 below.
12.8 Buyer must exhaust all legal avenues against Third Party Vendors should any dispute, controversy or claim arises out of or relates to the Contract, or the breach, termination or invalidity thereof, prior to bringing a claim against gHealth. Any such actions brought against gHealth for any dispute, controversy or claim arising out of or relating to the Contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules for Arbitration of the Asian International Arbitration Centre (AIAC). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Director of the AIAC. The place of arbitration shall be Kuala Lumpur. Any award by the arbitration tribunal shall be final and binding upon the parties.
12.9 Notwithstanding Clause 12.8 above, gHealth shall be entitled to commence court legal proceedings for the purposes of protecting its intellectual property rights and confidential information or for a breach or non-performance by means of injunctive or other equitable relief.
12.10 gHealth may, through the Platform or by such other method of notification as gHealth may designate, vary the terms and conditions of these Conditions, such variation to take effect on the date gHealth specifies through the above means. If Buyer uses the Platform after such date, Buyer is deemed to have accepted such variation. If Buyer do not accept the variation, Buyer must stop access or using the Platform and terminate these Conditions.
12.11 Any typographical, clerical or other error or omission in any acceptance, invoice or other document on Seller's part shall be subject to correction without any liability on Seller's part.
12.12 In the event that these Conditions are executed or translated in any language other than English ("Foreign Language Version"), the English language version of these Conditions shall govern and shall take precedence over the Foreign Language Version.
12.13 These Conditions shall constitute the entire agreement between Buyer and Seller relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.
12.14 gHealth reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under these Conditions and reserves the right to use any service providers, subcontractors and/or agents on such terms as gHealth deems appropriate.