Terms and Conditions

1. Definitions

In these Terms and Conditions, the following terms shall have the meanings assigned to them:

• "Service" or "Services": Refers to the healthcare AI consultation, assessment, implementation, and related professional services provided by Medicore AI
• "Client" or "You": Refers to the individual or organization engaging Medicore AI's services
• "We," "Us," or "Our": Refers to Medicore AI, a healthcare AI service provider registered in Malaysia
• "Agreement": Refers to these Terms and Conditions together with any service agreements or statements of work
• "Deliverables": Refers to the outputs, reports, systems, or other work products specified in service agreements
• "Confidential Information": Information disclosed by either party that is marked as confidential or would reasonably be understood to be confidential

2. Acceptance of Terms

By engaging with Medicore AI's services, submitting inquiries through our website, or entering into a service agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

These terms constitute a legally binding agreement between you and Medicore AI. If you do not agree with any part of these terms, you should not use our services.

You must be at least 18 years of age and have the legal capacity to enter into binding contracts in order to engage our services.

3. Service Description

Medicore AI provides professional services related to artificial intelligence implementation in healthcare settings. Our services include:

• Healthcare AI readiness assessments
• Clinical decision support system design and implementation
• Health data analytics platform development
• Related consultation and professional advisory services

Specific service scope, deliverables, timelines, and fees are defined in individual service agreements or statements of work entered into between Medicore AI and the Client.

Services are provided on a project basis or as otherwise agreed in writing. We reserve the right to modify our service offerings at any time.

4. Professional Services Terms

4.1 Service Delivery

We will provide services in a professional manner consistent with industry standards. Service delivery timelines and milestones will be specified in individual service agreements. While we make reasonable efforts to meet agreed timelines, delivery dates are estimates and may be adjusted based on project complexity or Client cooperation requirements.

4.2 Client Cooperation

Successful service delivery requires Client cooperation, including:

• Timely provision of requested information and access to systems
• Designation of authorized representatives for decision-making
• Reasonable access to relevant personnel for interviews and workflow observation
• Prompt review and feedback on deliverables

Delays in Client cooperation may impact project timelines and costs.

4.3 Scope Changes

Changes to agreed project scope must be documented in writing and may result in adjustments to fees and timelines. We will provide a written change order detailing the impact of requested changes before proceeding with modified scope.

5. Fees and Payment

Service fees are specified in individual service agreements. Unless otherwise stated:

• Fees are quoted in Malaysian Ringgit (RM)
• Payment terms are typically 50% upon agreement execution and 50% upon delivery of final deliverables
• Invoices are payable within 30 days of invoice date
• Late payments may incur interest charges at a rate of 1.5% per month

Fees do not include applicable taxes, which will be added to invoices as required by law. The Client is responsible for all banking or transaction fees associated with payment.

We reserve the right to suspend services if payment obligations are not met according to agreed terms.

6. Intellectual Property

6.1 Our Intellectual Property

Medicore AI retains all rights, title, and interest in our methodologies, frameworks, tools, and pre-existing intellectual property used in service delivery. This includes our general approaches to AI implementation, validation methodologies, and standard documentation templates.

6.2 Client Deliverables

Upon full payment of applicable fees, the Client receives a non-exclusive license to use project-specific deliverables for their internal business purposes. This license does not include the right to modify, distribute, or commercialize deliverables without our written consent.

6.3 Client Data and Materials

The Client retains all rights to their data and materials provided to us during service delivery. We use Client data solely for the purpose of providing agreed services and in accordance with our Privacy Policy.

7. Confidentiality

Both parties agree to maintain the confidentiality of Confidential Information received from the other party. Confidential Information may be disclosed only:

• To employees or contractors who need to know for service delivery purposes
• As required by law or court order
• With the disclosing party's written consent

Confidential Information does not include information that is publicly available, independently developed, or lawfully received from third parties.

Confidentiality obligations survive termination of the service relationship for a period of five years.

8. Disclaimers

Our services are provided on an "as is" basis. While we use reasonable professional efforts in service delivery, we make no warranties or representations regarding:

• Specific outcomes or results from AI implementations
• Compatibility with all existing systems or future technology changes
• Elimination of all clinical or operational challenges
• Regulatory approval for AI systems (though we design with regulatory considerations in mind)

Our assessments and recommendations are professional opinions based on information available at the time. Healthcare organizations remain responsible for clinical decision-making and patient care.

This service is professional consultation and implementation support. It does not constitute medical advice or create a healthcare provider relationship.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total liability for any claims arising from services shall not exceed the fees paid by the Client for the specific project giving rise to the claim
• We shall not be liable for indirect, consequential, incidental, or punitive damages
• We shall not be liable for damages resulting from Client's failure to follow our recommendations or from modifications to deliverables made by Client

These limitations apply regardless of the form of action, whether in contract, negligence, or otherwise, except where prohibited by law.

10. Indemnification

The Client agrees to indemnify and hold Medicore AI harmless from claims, damages, or expenses arising from: (i) Client's use of deliverables in a manner inconsistent with our recommendations or documentation; (ii) Client's violation of applicable laws or regulations; or (iii) claims that Client-provided materials infringe third-party rights.

11. Termination

Either party may terminate a service agreement:

• By written notice if the other party breaches material terms and fails to cure within 30 days
• Immediately if the other party becomes insolvent or enters bankruptcy proceedings
• By mutual written agreement

Upon termination:

• Client remains obligated to pay for services rendered through the termination date
• We will deliver work completed through termination, subject to payment
• Both parties must return or destroy Confidential Information as directed

Provisions regarding confidentiality, intellectual property, payment obligations, and liability limitations survive termination.

12. Dispute Resolution

These Terms and Conditions are governed by the laws of Malaysia. Any disputes arising from or related to our services shall be resolved as follows:

1. Informal Resolution: The parties will first attempt to resolve disputes through good-faith negotiation
2. Mediation: If negotiation fails, disputes may be referred to mediation administered by a mutually agreed mediator
3. Jurisdiction: If mediation is unsuccessful, disputes shall be subject to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia

During dispute resolution, both parties will continue performing their obligations under service agreements to the extent reasonably possible.

13. General Provisions

13.1 Entire Agreement

These Terms and Conditions, together with any executed service agreements, constitute the entire agreement between the parties regarding the subject matter and supersede all prior understandings.

13.2 Severability

If any provision of these terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

13.4 Assignment

Neither party may assign rights or obligations under these terms without the other party's written consent, except that we may assign to an affiliated entity or in connection with a merger or acquisition.

13.5 Notice

All notices must be in writing and delivered to the addresses specified in service agreements or to [email protected] for notices to Medicore AI.

14. Changes to Terms

We may update these Terms and Conditions from time to time. Changes become effective upon posting to our website with an updated "Last Updated" date.

For existing service agreements, changes will not apply retroactively without Client consent. Continued use of our services after changes constitutes acceptance of modified terms for new engagements.

15. Contact Information

For questions about these Terms and Conditions, please contact us: