Terms and Conditions of Service for Freelance Nurses and Healthcare Professionals

1. Holy Grace’s Service

Holy Grace Nursing Services Limited (“Holy Grace”) operates an online platform under the name or mark of “Triage” which connects nurses and healthcare professionals with clients who seek online or on-site consultation services, home care and related services.

Holy Grace does not employ, recommend or endorse any nurses and healthcare professionals listed on/registered with or Client of Triage, nor is it responsible for the conduct or acts or omissions of any nurses and healthcare professionals listed on/ registered with or Client of Triage.

2. User Agreement

In consideration of subscribing to, offering to be listed on and registered with Triage, you agree to be bound by these Terms and Conditions of Service.

3. Definitions

In these Terms and Conditions of Service, the following words or phrases shall have the meanings ascribed to them as follows:

“Agreement” means these Terms and Conditions of Service for Freelance Nurses and Healthcare Professionals, as may be updated from time to time and published on Triage’s website;

“Care Service(s)” means nursing, healthcare and/or other related services;

“Healthcare Professional(s)” means a nurse or healthcare worker who is registered with Triage as an independent contractor who is available for Care Services;

“Client(s)” means any individual, company or organisation, including but not limited to, governmental organisations and non-governmental organisations, that requests for Care Services through Triage;

“Guidelines” means any guidelines for service provided to you by Holy Grace from time to time.

“Work” means any Care Service carried out by a Healthcare Professional(s) for a Client;

“Service” means any service provided by Triage to you, including, but not limited to, adding you to its list of Healthcare Professionals, informing you of Work opportunities, and connecting you to Caregiver / Client(s).

“Work Opportunity” or “Work Opportunities” means any opportunity to provide Care Services to Clients;

“Your Client(s)” means any Client(s) introduced to you by Triage.

4. Eligibility to use Holy Grace’s Services

4.1 To be eligible to use Holy Grace’s Services, you must meet the following criteria:

• You must have the necessary ability and capability to enter into, perform and comply with the obligations expressed to be assumed or undertaken by you under these Terms and Conditions of Service;
• You must be permitted to legally work in Hong Kong or overseas;
• You must have the ability, experience, training, qualifications, registration(s) and authorizations required by law or otherwise for the positions for which you apply; and
• You have never been the subject of a complaint (disciplinary or otherwise), restraining order or any other legal action involving, arrested for, charged with, or convicted of any criminal offense involving violence, abuse, neglect, theft or fraud, or any offense that involves endangering the safety of others, dishonesty, negligence or drugs.

4.2 By registering with Triage, you represent and warrant that you meet each and all of the above criteria.

5. Registration, Use of Your Information and Maintenance of Your Information

5.1 Upon Holy Grace’s approval of your registration on the Triage platform, you will be included in Holy Grace’s file as being available for Care Services and may be contacted by Triage when a Work Opportunity arises.

5.2 Holy Grace relies on you to set out your experience, qualifications and personal details insofar as applicable and appropriate, and you are solely responsible for providing true, accurate, up-to-date and complete information.

5.3 Holy Grace is not responsible for ensuring that your information is true, accurate, up-to-date and complete. Should there be changes to the information you provide, you are responsible for informing Holy Grace of such changes in a timely manner and before accepting any Work Opportunity.

5.4 For the purposes of connecting you with Work Opportunities, Holy Grace may use the information that you provide in any way that it deems fit, including but not limited to, sharing your information to potential Clients and publicly displaying it on its platform.

5.5 Holy Grace may disclose your information to Holy Grace’s affiliated companies, organisations, and partners.

5.6 Holy Grace may gather performance reviews from Clients after your Work and may provide summaries of such performance appraisals to other Clients or potential Clients for consideration in relation to future Work Opportunities.

6. Notification and Acceptance of Work Opportunities

6.1 After registering with Triage, you may receive notifications of Work Opportunities.

6.2 You may notify Holy Grace at any point in time if you would like to stop receiving notifications of such Work Opportunities.

6.3 Holy Grace makes no warranty as to the suitability of the Work Opportunity for you. Before accepting any Work Opportunity, you shall ensure that you have the time, capability, qualifications and the experience to satisfactorily fulfill and perform the Work Opportunity.

6.4 If you accept a Work Opportunity and the Client agrees to engage you, “Triage” will connect you to the Client. Holy Grace may relay certain information on a Work Opportunity to you based on the information received by Holy Grace from the Client, but the specific scope of the Care Service required and to be provided will depend on the circumstances of the Client and your own professional judgment. You shall take instructions from the Client.

6.5 You shall perform and discharge all of your duties and obligations to the Client to the best of your ability and in accordance with the prevailing and accepted standard of industry practice and at your own cost and expense.

6.6 If you accept a Work Opportunity, you agree to inform client at least 48 hours beforehand if you cannot report duty for a scheduled service or will not be able to attend a home visit at the agreed time. If you do not inform client accordingly, you shall be liable to pay Holy Grace an administration fee for dealing with the complaint from client. Fee details are outlined in Section 14.

7. No Employment Relationship

Holy Grace does not employ, recommend or endorse you. Triage is an online health platform therefore your registration with Holy Grace/Triage, and any Work performed thereafter, shall not constitute any employer and employee relationship. Holy Grace shall not be liable to provide various employment rights and benefits under the Employment Ordinance to you and all matters and liabilities in respect of, but not limited to taxation, Mandatory Provident Fund, long service payments, annual leave and sick leave are acknowledged, by both parties, to be outside the scope of the relationship between you and Holy Grace. Any such liabilities will be your sole responsibility.

7.1 You will bear the whole responsibility of providing true and valid information in order to fulfil Hong Kong’s taxation requirements of being a self-employed person. If you earn in excess of your personal tax allowance in a single tax year, you understand that you must file a profits tax return, including all of your earnings for the tax year. This is your responsibility and not the responsibility of Holy Grace.

8. Obligations of Healthcare Professionals

8.1 Conduct in the Performance of Care Services

The following pertains to your conduct in relation to the performance of any Care Service. You agree to:

• Provide Care Services to Clients in a timely, attentive and diligent manner with the standard of service and care expected of a professional with the skill, experience, capabilities as represented by you;
• Observe and comply with the Guidelines and all reasonable directions and instructions given by Clients, or by Holy Grace on behalf of Clients; 
• Devote such time, attention and skill as may be necessary for the proper performance of your Care Services and use your best endeavors to promote the interests of the Client including keeping of good records of each of the consultations;
• Adhere to the smart casual dress code / dress code required by the Client as per the conversation between you and your client, during the performance of Care Services. When reported by a Client for inappropriate dressing, Holy Grace shall be entitled to receive administration costs from you equivalent to the cost of your service for the scheduled service.
• You are required to provide substantial reply to all the Client’s feedback within ____ hrs from.

9. Confidentiality

9.1 You shall not disclose to any person any details in relation to a Work Opportunity, or any information regarding the Clients without prior written permission from Holy Grace (Confidential Information).

9.2 You shall not discuss any payments due to you, including any service fees and payment thereof, with Clients.

9.3 You shall not use any part of the Confidential Information for any purpose except for the due and proper performance of your obligations under this Agreement.

10. No Engagement of Acceptance of Offer from Client(s)

10.1 During the term of these Terms and Conditions and until the expiry of one year from your last day of work with any Client(s), you may not accept any offer from or engagement by any of Holy Grace’s Clients for the provision of nursing related services, care services or services of similar nature without written permission from Holy Grace.

10.2 In the event of a breach of this clause, you shall be liable for all losses and/or damages suffered by Holy Grace. This includes a fee of up to three times your monthly payment, as calculated from the month in which you received the highest payment for your work with the Client within the most recent 12 months prior to terminating this Agreement.

10.3 Upon receipt of payment from you and the Client, Holy Grace will issue an official Letter of Release to you. You may only engage in acceptance of offer from Client upon receipt of Holy Grace’s Letter of Release.

11. Non-solicitation or sales of any other products and services to Clients

11.1 You may not solicit or sell any products and/or services to any Client.

11.2 Holy Grace may forthwith terminate this Agreement without prior notice to you for failure to comply with this Clause of the Agreement, and will make you liable for all compensation of losses suffered by Holy Grace.

12. Information Created in the Provision of Services

12.1 You shall permit any authorized person of Holy Grace to examine any material, paper, document, data, record, information in a storage or retrieval device or other means of sorting or collating information or computer programme if such item relates to the Services and has been prepared, compiled, developed or created by you for the purposes of this Agreement.

12.2 When requested to do so, you shall provide Holy Grace with a reasonable number of copies of any such item.

13. Payment for Work

13.1 Subject to other provisions of these Terms and Conditions and in accordance with the Guidelines, you shall be paid for your Work done for Your Client via Holy Grace.

13.2 You understand that Holy Grace’s role is an online health platform to collect payments from Your Clients on your behalf. If any Client declines to pay for your Work done for any reasons, and if Holy Grace has provided the payment to you in advance, you are required to transfer back to Holy Grace the advance payment made.

13.3 The payment shall be inclusive of all fees, costs, charges and disbursements incurred by you in the performance of the Services.

13.4 In the event that a Client files a complaint regarding your Work, Holy Grace reserves the right to withhold any payment due to you for the relevant Work until the complaint is resolved. You agree to cooperate fully with Holy Grace to provide relevant information in the event of a complaint from a Client regarding your Work.

13.5 All disputes on payment must be raised via the “Triage” app within 48 hours of the original end time of your encounterment with the client as scheduled. Holy Grace reserves the right to review these disputes at our discretion. Any disputes raised after the 48 hour window will not be entertained by Holy Grace.

14. Service Fee Payment Calculation

14.1 For online consultation, payment will be calculated according to the price set by you and the total consultation minutes per each session with your client on the “Triage” app. The time of clock-in is determined by the timestamp on the “Triage” app.

14.2 For onsite services, payment will be calculated according to clock-in time. The time of clock-in is determined by the timestamp on the “Triage” app.

14.3 To prove your attendance at your Work and to receive payment, you agree to:

• Clock-in within 15 minutes of the start of your shift.
• Turn on your gps and be within 1km of the job location at time of clock-in.
• Inform holy grace within 48 hours of the end of your shift via the app if you wish to dispute the clock-in time recorded on the app.

14.4 No extra payment will be awarded in the event that you clock-in at your Work before the shift start time (as stated on the job description).

14.5 In the event that you clock-in late by more than 15 minutes, you forfeit pay for up to the next half-hour increment.

14.6 In the event that you leave your Work early, you forfeit pay for up to the next 15-minute increment.

14.7 In the event that you work overtime for more than 15 minutes, you may request additional payment for up to the next 15-minute increment. This request must be raised via the “Triage” app within 48 hours of the original end time of your shift (as stated on the job description). Holy Grace reserves the right to review your request at our discretion.

15. Disclaimer of Liability

15.1 Neither Holy Grace nor any of its employees or agents shall be liable whatsoever for or in respect of:

• Any loss of or damage to any of your property; or
• Any injury to or death of yourself, except any such injury or death caused by the gross negligence of holy grace, whether in the course of or enroute to any work.

15.2 You agree not to hold Holy Grace, its directors, employees, agents or affiliates liable for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown, relating to your use of Holy Grace’s service, including without limitation any liabilities arising in connection with the conduct, act or omission of any Client (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any Client, any instruction, advice, act, or service provided by any Client or by Holy Grace.

15.3 If, notwithstanding the foregoing exclusions, it is determined that Holy Grace, its directors, employees, agents, or affiliates is liable for damages, in no event will the aggregate liability, whether arising in contract, tort, strict liability or otherwise, exceed the total fees paid to you via Holy Grace during the six (6) months prior to the time such claim arose.

15.4 Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement where such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service.

15.5 For the purposes of this Agreement, "gross negligence" shall mean a conscious and voluntary disregard of the need to use reasonable care, which is likely to cause foreseeable grave injury or harm to persons, property, or both. Actions or omissions that constitute ordinary negligence will not suffice to establish gross negligence.

15.6 Jurisdiction-Specific Liability: Notwithstanding any provisions to the contrary, nothing in this Agreement shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law, including but not limited to liability for death or personal injury caused by negligence.

16. Indemnity

16.1 You shall indemnify Holy Grace against any and all liabilities, losses, damages, costs, charges or expenses (including all costs, charges and expenses which Holy Grace may pay or incur in disputing any such claim or defending or such action or proceeding instituted against Holy Grace), which in any case arise directly or indirectly, in connection with or out of, or which relate in any way to:

• Your performance or breach of any provisions of this Agreement;
• Your negligence, recklessness, tortuous acts or willful misconduct in the provision of any Care Services;
• Any default, unauthorised act or omission act by you;
• Your non-compliance with any applicable law, regulation, order or requirement of any government agency or authority in the provision of any Care Services.

16.2 Without prejudice to any rights or remedies that Holy Grace may have, where you have incurred any liability to Holy Grace, whether at law or in equity and whether such liability is liquidated or unliquidated, Holy Grace may set off, whether at law or in equity, the amount of such liability against any sum then due or which at any time thereafter may become due from Holy Grace to you under these Terms of Service or any other contracts.

17. Service Cancellation

As stated in clause 6.6, you agree to inform Holy Grace at least 48 hours beforehand if you cannot report duty for a scheduled service or will not be able to attend a home visit at the agreed time. If you do not inform Holy Grace accordingly, you shall be liable to pay Holy Grace an administration fee for finding a replacement healthcare professional. Fee details are outlined below.

17.1 If you cancel a Work Opportunity within 48 hours prior to the start of the agreed service time, you shall be liable to pay Holy Grace an administration fee of HK$400. The administration fee will be charged from the next payment you receive for work completed.

17.2 The only exception to the above term is due to sickness or true emergency. In which case, you are responsible to present a valid doctor’s note or proof of emergency to Holy Grace within 48 hours after the agreed start time of the missed Work Opportunity. The administration fee will be waived only after Holy Grace has received and verified the note or proof within the stated time period.

17.3 You may only cancel a Work Opportunity before the agreed service time (as stated on the job description). Cancellations that occur after the agreed service time will not be entertained, and you shall be liable to pay Holy Grace an administration fee of HK$400. This applies to cases of sickness and true emergency.

17.4 If you do not show up for the scheduled online consultation within 5 minutes of the start time, you shall be liable to refund the full consultation fee that you originally charged the patient, plus an additional HK$100 as an administration fee to Holy Grace. These fees will be deducted from your next payment.

18. Termination

18.1 Terms and Conditions of Service shall automatically terminate without prior notice to you upon the occurrence of any of the following events:

• If you do not fulfil training, performance, persistency or other requirements which may be set by Holy Grace from time to time; or
• If you breach any of the terms and/or conditions of these Terms and Conditions of Service or in any way whether expressly or impliedly fail to comply with any such terms, conditions or provisions; or
• In the event of any fraud, dishonesty, breach of trust, or misstatement by you.

18.2 In the event that these Terms and Conditions of Service are terminated for any reason whatsoever, all rights and obligations of the parties under these Terms and Conditions of Service shall automatically terminate except for such rights of action as shall have accrued prior thereto and any obligations which expressly or by implication are intended to come into or continue to be in force on or after such termination. Clauses that shall specifically continue post termination include: clauses, 8.2, 8.3, 9, 12 and 13.

19. Jurisdiction and Choice of Law

All disputes arising out of and in connection with this "Terms and Conditions of Service for Freelance Professionals" be resolved by arbitration in Hong Kong by a sole arbitrator, Should the parties fail to agree as to the identity of the arbitrator, he/she shall be appointed by the President for the time being of the Hong Kong Institute of Arbitrators. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

20. Notices

20.1 Any notice to be given to you may be served personally, by post addressed to your registered place of residence, by e-mail to your registered email account, by voice message or SMS to your registered Hong Kong number. For the purposes of this clause, registration shall refer to your registration with Holy Grace.

20.2 Any notice to be given to Holy Grace shall be served personally, by fax, by post or by e-mail.

20.3 Save as otherwise provided for in these Terms and Conditions of Service, such notices shall be deemed to have been properly given hereunder and shall be effective on the date of delivery if hand-delivered, on the date of transmission if sent by e-mail or voice message or SMS or facsimile; or if dispatched by mail (whether registered or not), on the day on which the same shall have been tendered for delivery by the postal authority in Hong Kong.

• Cost and Fees: Save as otherwise provided for in these Terms and Conditions of Service, you shall perform and discharge all your duties and obligations under these Terms and Conditions of Service at your own costs and expenses.
• Waiver: No failure or delay by either party to exercise or in exercising any right, power or remedy available to it under these Terms and Conditions of Service or in law or equity shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any other or further exercise thereof or the exercise of any other right, power or remedy, and the rights and remedies of each party herein provided are cumulative and not exhaustive of any rights and remedies provided by law or in equity. Without limiting the foregoing, no waiver by either party of any branch by the other party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.
• Variation: These Terms and Conditions of Service may be varied at any time by Holy Grace, provided that any variation shall be notified to the Healthcare Professionals and the Healthcare Professionals shall be given 2 weeks to terminate its registration with Holy Grace if it does not agree to such variation(s). If the Healthcare Professional does not terminate its registration with Holy Grace following the 2-week notice period, it shall be deemed to have accepted the variation(s) and such variation(s) shall take effect from the end of the notice period.
• Severability: Any provision of these Terms and Conditions of Service that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms and Conditions of Service nor affect the validity or enforceability of that provision in any other jurisdiction.
• English to prevail: In the event of any conflict or inconsistency between the English version and the Chinese version of these Terms and Conditions of Service, the English version shall prevail.

21. Dispute Resolution Process

21.1 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations.

21.2 If the dispute cannot be resolved through negotiation within 30 days, the parties agree to proceed to mediation before resorting to arbitration. The mediation shall be conducted by a mediator appointed by the Hong Kong Mediation Centre.

21.3 If the dispute remains unresolved after mediation, it shall be resolved by arbitration as set out in the "Jurisdiction and Choice of Law" clause.

21.4 Nothing in this clause shall prevent either party from seeking urgent injunctive relief from a court where appropriate.

22. Service Level Agreements

22.1 As a Healthcare Professional, you agree to maintain the following service levels:

• Respond to requests for Work Opportunities within 24 hours;
• Arrive at least 5 minutes before the scheduled start time for any in-person Care Services;
• Be available for online consultations at least 5 minutes before the scheduled start time;
• Complete all required documentation within 24 hours of providing Care Services;
• Respond to client inquiries within 24 hours during business days.

22.2 Holy Grace will endeavor to:

• Process all payments within 1 month after confirmation of completion of Work;
• Respond to your inquiries within 2 business days;
• Provide at least 24 hours' notice for any changes to previously agreed Work Opportunities, except in cases of emergency.

23. Quality Assurance

23.1 You agree to participate in Holy Grace's quality assurance program, which includes:

• Regular performance reviews based on client feedback;
• Periodic skills assessments relevant to your area of expertise;
• Participation in professional development activities as required by your professional regulatory body;
• Adherence to clinical practice guidelines and protocols established by Holy Grace or relevant professional bodies.

23.2 Holy Grace reserves the right to suspend your account if your performance consistently falls below the expected standards, pending completion of additional training or review.

24. Insurance Requirements

24.1 You must maintain, at your own expense, the following insurance coverage throughout your registration with Holy Grace:

• Professional indemnity insurance with minimum coverage of HK$2,000,000 per claim;
• Public liability insurance with minimum coverage of HK$1,000,000 per claim.

24.2 You must provide Holy Grace with certificates of insurance upon request and notify Holy Grace of any changes to your insurance coverage.

24.3 Failure to maintain adequate insurance coverage may result in immediate suspension of your account until such coverage is reinstated.

25. Emergency Protocols

25.1 In the event of a medical emergency during an online consultation, you must:

• Assess the severity of the situation and advise the client to call emergency services if appropriate;
• Stay connected with the client until emergency services arrive, if it is safe and appropriate to do so;
• Document the emergency and actions taken in detail;
• Notify Holy Grace of the incident within 24 hours.

25.2 For in-person Care Services, you must:

• Have access to a basic first aid kit;
• Be familiar with the emergency protocols of the location where services are being provided;
• Know the location of the nearest emergency medical facility;
• Call emergency services if appropriate and stay with the client until help arrives.

25.3 Following any emergency situation, you must complete an incident report within 24 hours and submit it to Holy Grace.

26. Cross-border Practice

26.1 If you are providing services to clients located outside of Hong Kong, you must:

• Ensure that you are legally permitted to provide such services in the client's jurisdiction;
• Comply with all applicable laws, regulations, and professional standards in both Hong Kong and the client's jurisdiction;
• Maintain any additional insurance coverage required for cross-border practice.

26.2 Holy Grace reserves the right to restrict your ability to provide cross-border services if it determines that such services may violate applicable laws or regulations.