Terms & Conditions – Refer a Friend Programme

1. DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires:
1.1 “Company” means Greenstaff Medical K.K., operating under the brand name Greenstaff Life Sciences, and being a business of ICG Medical.
1.2 “Programme” means the Greenstaff Life Sciences Refer a Friend Programme operated by the Company from time to time.
1.3 “Referrer” means an individual who submits a referral under the Programme in accordance with these Terms and Conditions.
1.4 “Referred Candidate” means an individual whose details are submitted to the Company by a Referrer under the Programme.
1.5 “Reward” means the referral incentive offered by the Company to an eligible Referrer in connection with a Successful Referral, as described in clause 6.
1.6 “Successful Referral” has the meaning given in clause 5.

2. SCOPE AND ACCEPTANCE

2.1 These Terms and Conditions govern:

• (a) participation in the Programme; and
• (b) the issue of any Reward.

2.2 By submitting a referral or otherwise participating in the Programme, the Referrer confirms that they:

• (a) have read and understood these Terms and Conditions; and
• (b) agree to be bound by them.

2.3 The Programme is operated solely at the discretion of the Company. The Company may:

• (a) accept or reject any referral; and
• (b) decide, in its sole discretion, whether a referral qualifies as a Successful Referral.

3. ELIGIBILITY OF REFERRER

3.1 The Programme is open to individuals who:

• (a) are registered candidates of the Company; or
• (b) are actively engaged with the Company’s talent network; or
• (c) otherwise have a personal professional relationship with the Referred Candidate and wish to introduce them to the Company.

3.2 The following are not eligible to participate as Referrers:

• (a) employees, officers or directors of the Company, or of any company in the ICG Medical group;
• (b) immediate family members of the persons in clause 3.2(a); and
• (c) third party recruitment agencies, outsourcing vendors, resellers, brokers or any other commercial entities that introduce candidates in the course of business.

3.3 The Programme is intended for genuine personal referrals only. The Company may reject any referral that it considers:

• (a) to be made in bad faith;
• (b) to involve misrepresentation; or
• (c) to be in breach of these Terms and Conditions.

4. ELIGIBILITY OF REFERRED CANDIDATE

4.1 A Referred Candidate will be eligible under the Programme only if all of the following conditions are satisfied:

• (a) the Referred Candidate is a new candidate to the Company and has not previously been:
  • (i) registered with the Company;
  • (ii) contacted by the Company; or
  • (iii) engaged in any recruitment process with the Company;
• (b) the Referred Candidate is suitable, in the reasonable opinion of the Company, for roles that the Company typically recruits for, including but not limited to roles within cell and gene therapy, translational research, CMC, regulatory, quality or business development; and
• (c) the Referred Candidate has provided explicit consent to the Referrer to disclose their personal information to the Company for recruitment purposes before the referral is submitted.

4.2 If, upon receipt of a referral, the Company determines that the Referred Candidate already exists in its database or has been in contact with the Company in the past, the referral will be deemed ineligible and no Reward will be payable.
4.3 A Referrer may not refer themselves.

5. REFERRAL PROCESS AND SUCCESSFUL REFERRAL

5.1 All referrals must be submitted through the method designated by the Company from time to time, which may include:

• (a) a specific online referral form; and or
• (b) a dedicated email address or other communication channel designated for referrals.

5.2 The date and time recorded in the Company’s systems at the point of receipt of the referral will determine:

• (a) when the referral is deemed to have been made; and
• (b) priority where there are multiple Referrers.

5.3 If more than one Referrer submits the same Referred Candidate, eligibility for the Reward will be determined as follows:

• (a) the Referrer whose submission was first received by the Company will be deemed the valid Referrer; or
• (b) if the Referred Candidate expressly nominates a particular Referrer in writing, the Company may, at its discretion, treat that person as the valid Referrer.

5.4 A Successful Referral occurs only where:

• (a) the Referred Candidate is introduced to the Company in accordance with these Terms and Conditions;
• (b) the Referred Candidate is subsequently placed by the Company into a role with a client or with the Company itself, whether on a permanent or fixed-term basis, or under a subcontracted engagement; and
• (c) the Referred Candidate has completed the minimum period of continuous employment specified in clause 6.3.

5.5 A referral remains valid for a period of six (6) months from the date it is received by the Company. If the Referred Candidate is placed after this period, the Company may, in its sole discretion, determine whether the referral qualifies as a Successful Referral.

6. REWARD

6.1 For each Successful Referral, the Referrer may be entitled to receive a Reward.
6.2 Unless otherwise notified in writing by the Company, the Reward will be a gift card or electronic voucher with a face value of ¥20,000 Japanese Yen. The Company may from time to time amend the Reward value or form. Any such amendment will apply only to referrals submitted after the effective date of the change.
6.3 The Reward will become payable only once the Referred Candidate has completed one (1) full calendar month of continuous employment in the role secured through the Company. For contract or temporary engagements, the Company may specify a minimum number of hours or days that must be worked, in line with the client engagement.
6.4 If the Referred Candidate’s employment terminates, for any reason, before completion of the period specified in clause 6.3, the referral will not qualify as a Successful Referral and no Reward will be payable.
6.5 The Reward:

• (a) is personal to the Referrer and may not be assigned, transferred or sold;
• (b) is not exchangeable for cash, credit or any other alternative; and
• (c) is subject to the terms of use, expiry dates and other conditions imposed by the issuing third party.

6.6 The Company is not responsible for lost, stolen, damaged or expired gift cards or vouchers, or for any failure of the issuer to honour, redeem or replace a Reward.
6.7 The Company may withhold or cancel a Reward if it reasonably believes that:

• (a) the Referrer or Referred Candidate has breached these Terms and Conditions; or
• (b) the referral was made in bad faith, involved misrepresentation, or otherwise constitutes an abuse of the Programme.

7. REWARD PAYMENT PROCESS

7.1 Following a Successful Referral, the Company will use reasonable endeavours to contact the Referrer using the contact details provided at the time of referral in order to arrange delivery of the Reward.
7.2 The Referrer is responsible for ensuring that their contact details remain accurate and up to date. The Company accepts no liability where it is unable to contact the Referrer despite reasonable efforts.
7.3 If the Referrer does not respond to the Company’s communications regarding the Reward within six (6) months of the Referred Candidate becoming eligible, the Referrer will be deemed to have forfeited the Reward and no further claim will be accepted.

8. TAXATION

8.1 The Referrer is solely responsible for any personal income tax, social insurance, or other tax liabilities or obligations arising from the receipt of any Reward under the Programme.
8.2 The Company does not provide tax advice and accepts no responsibility for advising the Referrer on any tax implications. The Referrer should seek independent advice if required.

9. PRIVACY AND DATA PROTECTION

9.1 By submitting a referral, the Referrer confirms that:

• (a) the Referred Candidate has been informed of, and has expressly consented to, the disclosure of their personal information to the Company for the purpose of recruitment and potential placement; and
• (b) the Referrer has provided the Referred Candidate with access to, or information about, the Company’s privacy policy.

9.2 The Company will collect, use, store and otherwise process personal information relating to the Referrer and the Referred Candidate in accordance with:

• (a) the Act on the Protection of Personal Information of Japan (APPI); and
• (b) the Company’s privacy policy as amended from time to time.

9.3 Under applicable data protection law, including the APPI, individuals may have rights to:

• (a) access their personal information;
• (b) correct or update their personal information; and
• (c) request deletion of their personal information;

subject to legal and operational limitations.
9.4 Further details of how the Company processes personal data and how to exercise data subject rights are available in the Company’s privacy policy, which is accessible on the Company’s website or on request.

10. LIMITATION OF LIABILITY

10.1 To the fullest extent permitted by law, the Company, its group companies, and their respective officers, employees and agents shall not be liable for:

• (a) any indirect, consequential, incidental or special loss or damage arising out of or in connection with the Programme, any referral or any Reward; or
• (b) any loss of profits, business, opportunity or goodwill, whether arising in contract, tort or otherwise.

10.2 The Company shall not be liable for any failure or delay in processing referrals or issuing Rewards which is caused by circumstances beyond its reasonable control, including but not limited to:

• (a) system failures;
• (b) network outages;
• (c) third party platform issues; or
• (d) failures by any Reward provider.

10.3 Nothing in these Terms and Conditions shall limit or exclude any liability that cannot be limited or excluded under applicable law.

11. PROGRAMME CHANGES, SUSPENSION AND TERMINATION

11.1 The Company reserves the right at any time, without prior notice, to:

• (a) amend these Terms and Conditions;
• (b) change, suspend or withdraw the Programme, in whole or in part; or
• (c) change or withdraw any Reward.

11.2 Any amendment or termination of the Programme will not affect a Referrer’s entitlement to a Reward in respect of a referral that became a Successful Referral prior to the effective date of such amendment or termination, provided all conditions in these Terms and Conditions have been satisfied.
11.3 The current version of these Terms and Conditions will be made available on the Company’s website. Continued participation in the Programme following any amendment will be deemed acceptance of the amended Terms and Conditions.

12. MISCELLANEOUS

12.1 If any provision of these Terms and Conditions is found by a court or competent authority to be invalid or unenforceable, that provision shall, to the extent required, be deemed deleted and the remaining provisions shall continue in full force and effect.
12.2 No failure or delay by the Company in exercising any right or remedy under these Terms and Conditions shall operate as a waiver of that or any other right or remedy.
12.3 These Terms and Conditions do not create any partnership, joint venture, employment or agency relationship between the Company and the Referrer. The Referrer acts in their own capacity and not as an agent of the Company.
12.4 These Terms and Conditions are drawn up in the English language. A Japanese translation may be provided for convenience. In the event of any inconsistency between the English version and any translation, the English version shall prevail.

13. GOVERNING LAW AND JURISDICTION

13.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them, their subject matter or formation shall be governed by, and construed in accordance with, the laws of Japan.
13.2 The parties submit to the exclusive jurisdiction of the courts of Japan in respect of any dispute arising from or related to the Programme.

14. ADDITIONAL PROVISIONS REGARDING REFERRED CANDIDATES

14.1 For the avoidance of doubt, and in addition to the eligibility criteria set out in clause 4, a Referred Candidate will only be deemed valid under the Programme if, at the time of referral:

• (a) they have not been referred to, or contacted by, the Company within the past twelve (12) months;
• (b) they have provided explicit consent to the Referrer to share their personal information with the Company for recruitment purposes; and
• (c) they are reasonably considered by the Company to be suitable for engagement within the life sciences sector in accordance with clause 14.2.

14.2 Referred Candidates may be considered for any of the following engagement types:

• (a) permanent employment (direct hire through the Company);
• (b) fixed-term contract or project-based placement;
• (c) temporary or dispatch-based assignment; or
• (d) deployment through a functional service provider (FSP) or outsourced delivery model.

14.3 Referred Candidates may be placed into roles with:

• (a) biotechnology, pharmaceutical companies, or clinics and hospitals providing regenerative medicine treatment;
• (b) contract research or manufacturing organisations (including CROs, CDMOs, CMOs);
• (c) academic institutions, universities or research centres;
• (d) venture capital firms, VC-backed start-ups (including company-creation projects where there are no legal entities yet); or
• (e) any other organisation operating within the broader life sciences ecosystem.

14.4 The Company may consider Referred Candidates for roles across the full spectrum of its service areas, including but not limited to:

• (a) cell and gene therapy;
• (b) translational research (including drug discovery, pre-clinical research, clinical science and early-phase clinical development);
• (c) chemistry, manufacturing and controls (CMC);
• (d) regulatory affairs and quality (including QA/QC);
• (e) business development (including licensing, commercial strategy and fundraising-related leadership roles);
• (f) marketing and market access; and
• (g) other scientific, operational or commercial functions aligned to the Company’s offering.

14.5 The Company shall retain sole discretion to determine:

• (a) whether a Referred Candidate meets the eligibility criteria set out above;
• (b) whether a Referrer is entitled to participate in the Programme; and
• (c) whether a referral qualifies as valid and reward-eligible under the Programme rules.