Website Terms and Conditions

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Partner Terms of Use and Conditions

Table of Contents

Definitions and Interpretation
Terms of Use and Conditions
Acceptance
User Profile
Booking Requests
Cleaning Service Provider Obligations
Provision of Helpling Services
Payment
Booking Changes and cancellations
Promotions
Intellectual Property
Confidential Information
Termination
Warranties and Representations
Damages and Limitation of Liability
Independence
Non Solicitation
Taxes and Expenses
Benefits
Referrals
Bonuses
Force Majeure
Assignment
General Provisions


These Partner Terms and Conditions apply to freelance cleaning service providers and
Helpling Singapore Pte Ltd, collectively the “Parties”.


RECITALS

A.
Helpling Singapore Pte. Ltd. (“Helpling”) operates and manages an online platform at
www.helpling.com.sg
(the “Website”) through which a customer (the “Customer”) can book a home
cleaning appointment by submitting a Booking Request. Once a Booking Request has been submitted,
Helpling then proposes via an algorithm the Booking Request to the most suitable cleaning service
provider from its database (the “Database”). Once assigned, the cleaning service provider is permitted
to accept or reject the Booking Request. Once Booked Services have been completed, Helpling issues
an invoice to the Customer on behalf of the Cleaning Service Provider. Once issued, the Payment Agent
collects payment of the Booked Service Fee from the Customer. Once collected the Payment Agent
disburses the Booked Service Fee to the Cleaning Service Provider.

B.
The role of Helpling is that of a Website operator, manager of the Database, and third party facilitator
of contracts and invoicing between the Customer and the Cleaning Service Provider. For avoidance of
doubt, Helpling itself is not providing any Cleaning Services for Customers.

C.
Before using the Website, you should check the terms and conditions for the use of the Website (“Terms
of Use”) carefully and confirm your knowledge and acceptance which are prerequisites for the use of
the Website. The Terms of Use may be viewed, saved and printed from the Website.

NOW THEREFORE, you and Helpling agree as follows:

1. Definitions and Interpretation

1.1. In these Terms of Use (including the recitals), unless the context otherwise requires:

Booking Request” means the booking made by a Customer on the Website for the provision of
Booked Services;

Booked Service Fee” means the total fee payable by the Customer for the Booked Services;

Booked Services” means the Cleaning Services the Customer has requested in its Booking Request
and shall include any rectification services the Cleaning Service Provider may be requested to provide
resulting out of a customer dispute in accordance with the terms of the Cleaning Agreement;

Cleaning Agreement” means the agreement to be entered into between a Customer and the Cleaning
Service Provider governing the Booked Services to be provided in connection with the Customer’s
Booking Request;

Cleaning Products and Equipment” means the cleaning products and equipment required by the
Cleaning Service Provider to complete the Booked Services;

Cleaning Services” means the home cleaning services consisting of the Standard Cleaning Package
and any other additional services available to be requested in a Booking Request;

Cleaning Service Provider” means the independent contractor Cleaning Service Provider that has
accepted a Customer’s Booking Request and has agreed to provide the Booked Services;

Event/s” means an event or series of events that exist as part of a Customer’s Booking Request,
depending on the selected preferred frequency of the provision of Booked Services;

Intellectual Property Rights” means all intellectual and industrial property relating to Helpling
including the Website, including without limitation, all works in which copyright subsists or may subsist,
designs, drawings, industrial designs, technical information, models, specifications, prototypes, patents,
applications for patents, trade secrets, confidential information and know-how, trade-marks, trade-
names, discoveries and inventions, and integrated circuit topographies;

Payment Agent” means the third party escrow and payment agent engaged by Helpling to collect the
Booked Services Fee and to remit payments to the Cleaning Service Provider.

Recurring” means a series of Events occurring on a bi-weekly or weekly frequency in accordance
with the Customer’s Booking Request;

Scheduled Booking Time” means the time and date the Booked Services are to be undertaken by the
Cleaning Service Provider in accordance with the Booking Request;

Site Content” means all material, content and information made available on the Website including but
not limited to written text, graphics, images, photographs, logos, trademarks, audio material, video
material and any other forms of expression;

Standard Cleaning Package” means list of the standard cleaning activities that will be performed by
the Cleaning Service Provider, a copy of which is available on the Website.

“User Profile” means a profile on www.helpling.com.sg which contains your personal information,
including your name, address, phone number and payment details;

Website” means www.helpling.com.sg and associated Helpling mobile phone applications;

you”, “your” means you as the user of the Website.

1.2. In these Terms of Use, unless the context otherwise requires:

(a) headings are for convenience only and do not affect its interpretation or construction;
(b) the singular includes the plural and vice versa;
(c) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references
to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to these Terms of
Use;
(d) words importing a gender include other genders;
(e) the word “person” means a natural person and any association, body or entity whether
incorporated or not;
(f) where any word or phrase is defined, any other part of speech or other grammatical form of
that word or phrase has a cognate meaning;
(g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any
amendment, consolidation, modification, re-enactment or reprint of it or any statute,
proclamation, rule, code, regulation or ordinance replacing it;
(h) all monetary amounts are in Singapore dollars;
(i) a reference to time refers to local time in Singapore;
(j) “includes” is not a word of limitation;
(k) no rule of construction applies to the disadvantage of a party because these Terms of Use are
prepared by (or on behalf of) that party;
(l) a reference to any thing is a reference to the whole and each part of it;
(m) a reference to a group of persons is a reference to all of them collectively and to each of them
individually; and
(n) a reference to a document includes all amendments or supplements to, or replacements or
novations of, that document.

2. Terms of Use and Conditions

2.1. Access to and use of this Website is governed by these Terms of Use.

2.2. Helpling periodically reviews the Terms of Use and reserves the right to change the Terms of Use, without any notice to you, by updating this document. You should review this document, as available on
the Website regularly, as any changes to the Terms of Use take immediate effect from the date of the
publication on this document. Your continued use of the Website after any such changes are made will
be deemed to constitute your acceptance of those changes.

2.3. You acknowledge that any hyperlinks or other redirection tools taking you to other websites operated by
third parties that appear on the Website (“Third Party Sites”) are not controlled by Helpling and do not
form part of the Website. You agree that you will not hold Helpling liable or in any way accountable for
anything that occurs on any Third Party Site.

3. Acceptance

3.1. In order to use this Website, you must first agree to the Terms of Use.

3.2. You accept the Terms of Use by:

(a) creating a User Profile in the manner set out in Clause 4 below; and/or
(b) clicking to accept/agree to the Terms of Use.

3.3. Notwithstanding clause 3.2, you may not accept the Terms of Use or access the Website if:

(a) you are not of legal age to form a binding contract with Helpling; or
(b) you are a person barred from entering into contracts under legislation, in which case, you must immediately leave the Website.

3.4. By accepting the Terms of Use, you agree that this is clear and unequivocal proof that the Terms of Use
are not unconscionable, that there is no unfair bargaining power or position, that there is no duress, and
that you have carefully read and understood the Terms of Use. If you do not understand any part of the
Terms of Use you should seek independent legal advice.


4. User Profile
4.1. You will be required to register your personal information, including your name, address, phone number
and bank account details on the Website in order to make a Cleaning Service Provider account.

4.2. By creating a User Profile, you acknowledge that the information provided is true and that you will ensure that the information you have provided is constantly up to date. Your information can be updated simply by logging in to your account and amending your submitted information as may be required.

4.3. You will be issued with a username and password which are linked to your User Profile. The username
and password are personal to you and are not transferable. You are responsible for all information posted
on or transmitted via the Website by anyone using your username and password and invoices claimed
for the Booked Services acquired through the Website by anyone using your username and password.
You should notify us of any breach of security of your username and password immediately.

4.4. Your User Profile is personal to you and is not transferable to third parties. You must only register one
User Profile with the Website. Multiple accounts will be deleted. Helpling reserves the right in its sole
discretion to delete any User Profile it believes to be duplicative and to block any user from any further use of the Website.

5. Booking Requests

5.1. When you receive a Booking Request, you can confirm your acceptance of the Booking
Request by notifying Helpling either through the Website, e-mail, SMS or telephone.

5.2. Helpling in its absolute discretion may not submit Booking Requests to you and this
Agreement does not oblige it to provide any minimum number of Booking Requests.

5.3. You are free to accept or decline a Booking Request in your sole discretion.

5.4. Should you decide to accept a Booking Request, Helpling must be notified either through the
Website, e-mail, SMS or telephone. Booking Requests are sent to multiple Cleaning Service
Providers at the same time; the first Cleaning Service Provider to respond will receive the
Booking.

5.5. Upon your acceptance of the Booking Request in accordance with the clause above, you
acknowledge and agree that a Cleaning Agreement between yourself and the Customer will
come into effect immediately and you authorise Helpling to provide your contact details to the
Customer.


6. Cleaning Service Provider Obligations

6.1. You are required to provide Helpling with the following information for Helpling’s database
records prior to Helpling submitting Booking Requests to you:

Contact details, including full name, address, mobile phone number, email address and
bank account details (for the deposit of funds);

Expected availability for the provision of Cleaning Services;

Eligibility of Spent Record;

Proof of Singaporean Citizenship / Permanent Residency;

6.2. If any of the documents listed in clause 6.1 above have expired, changed or have been renewed,
you must advise Helpling of the:

(a) expiration, two (2) days prior to the expiration; or
(b) change, as soon as practicable, but no longer than 24 hours after the change; or
(c) renewal, within two (2) days of the renewal and provide evidence of the above as requested by Helpling.

6.3. You acknowledge that you have full power, authority, right and capacity to perform your
obligations under the Agreement and the Cleaning Agreement.

6.4. You will not contract with the Customer separately to provide the Booked Services, while this
Agreement is in force.

6.5. In accepting the Booking Request, you agree to the following:

(a) provide the Booked Services and if applicable, the Extras to the Customer in
accordance with the Booking Request;
(b) carry out the Booked Services with all due care and skill and to the standard reasonably
required;
(c) take all necessary steps to avoid any loss and/or damage to the Customer or the Customer’s property;
(d) deliver the Booked Services promptly and professionally;
(e) ensure that the Address is safe and to conduct your own work health and safety risk
assessments of the Address prior to performing the Booked Services;

6.6. You further agree that in accepting the Booking Request that the booked duration is an
appropriate timeframe in which you can effectively and efficiently complete the Booked
Services.

6.7. If Helpling is advised by the Customer that you have not performed the Booked Services to a
reasonable standard, it will forward this information to you. You agree to negotiate with the
Customer in good faith to either:

(a) achieve an agreement on reduced time or payment for the Booked Service Fee.
(b) a replacement cleaning at no cost to complete the Booked Services to a satisfactory
degree as determined by the customer.

7. Provision of Helpling Services

7.1. In facilitating the provision of the Booked Services, Helpling undertakes security checks on
all potential Cleaning Service Providers in accordance with clause 6.1 and 6.2 above. As a
consequence and to ensure the safety and security of the Customers so far as is reasonably
possible, the Booked Services can only be provided by an approved Cleaning Service Provider
that accepts the Booking Request.

8. Payment

8.1. Helpling will appoint a Payment Agent and, on behalf of the Cleaning Service Provider, charge
the Customer the Booked Service Fee for the performance of the Booked Services.

8.2. The Cleaning Service Provider acknowledges that Helpling has the right to update the Booked
Service Fee at its sole discretion. The Cleaning Service Provider shall be free to decide at all
times whether it wishes to accept the Booking Request.

8.3. Helpling may set differential Booked Service Fees for the performance of the Booked Services
and for the performance of the Booked Services on a recurring basis.

8.4. Helpling acts as a payment facilitator for the Cleaning Service Provider. Helpling will invoice
Customers on behalf and in the name of the Cleaning Service Provider after the successful
delivery and notification of the completed Booked Services in accordance to the Customer’s
Booking Request.

8.5. The Cleaning Service Provider will confirm the accuracy and completeness of invoices for
Booked Services it has provided no later than 21 days after the provision of Booked Services.

(a) Failure to confirm invoices within 21 Days will mean that no invoice is issued for a
Booked Service and no Booked Service Fee collected by Helpling on behalf of the
Cleaning Service Provider. Helpling will notify the Cleaning Service Provider of
outstanding invoice confirmations.
(b) Upon investigation and validation by Helpling, the confirmation of misrepresented
invoices by the Cleaning Service provider, regardless of intent, will constitute as a
deliberate and wilful act of fraud and result in sanctions against the Cleaning Service
Provider to be determined at the sole discretion of Helpling.

8.6. Helpling will enable the Cleaning Service Provider to access an online archive of all invoices
that Helpling issues on behalf and in the name of the Cleaning Service Provider to the
Customers in accordance to clause 8.4. If the Cleaning Service Provider disputes an invoice,
it must notify Helpling within seven (7) days of receiving the copy of the invoice.

8.7. The Cleaning Service Provider acknowledges that, subject to clause 8.1, all Booked Service
Fees collected by Helpling on behalf of the Cleaning Service Provider will be transferred to
the appointed bank account of the Cleaning Service Provider within three (3) working days of
the following dates:

(a) on the 1st day of the month (“First Processing Date”); and
(b) on the 16th day of the month (“Second Processing Date”)

(“Payment Cycle”)

On the First Processing Date, Helpling will initiate a bank transfer of all collected Booked
Service Fees held by it on behalf of the Cleaning Service Provider for Booked Services
completed in the period of <the 16th day of the month – Last day of the month> in the month
prior to the First Processing Date.

On the Second Processing Date, Helpling will initiate a bank transfer of all collected Booked
Service Fees held by it on behalf of the Cleaning Service Provider for Booked Services
completed in the period of <the 1st day of the month – 15th of the month> in the month of
the Second Processing Date.

Should the First or Second Processing Date fall on a Public Holiday, Week-end, or an
otherwise non-working day, the Processing Date will be postponed to the next earliest working
day and all related processes will be correspondingly delayed.

8.8. The Cleaning Service Provider irrevocably authorises Helpling to deduct the Commission,
payable by the Cleaning Service Provider to Helpling, from the Booked Services Fee collected

8.9. If a Customer notifies Helpling that the Booked Services were not performed in accordance
with the Cleaning Agreement, the Cleaning Service Provider acknowledges and agrees that
Helpling will not issue an invoice to the Customer or attempt to claim from the Customer any
Booked Service Fee referable to the disputed Booked Services until the dispute is resolved
between the Customer and the Cleaning Service Provider.

8.10. The Cleaning Service Provider acknowledges and agrees that:
(a) Helpling will not be liable for any Booked Service Fee that any Customer fails to pay
or that it, for any reason, does not receive from any Customer; and
(b) the Cleaning Service Provider will not make any claim against Helpling for the non-
payment or non-receipt of any Booked Service Fee.

8.11. If a Customer fails to meet its obligations under the Cleaning Agreement, including payment
of the Booked Service Fee, Helpling shall not be obliged to collect any outstanding fees. The
Cleaning Service Provider shall have all rights available at law to take legal action against the
Customer. The Cleaning Service Provider shall notify Helpling at least seven (7) days prior to
initiating any legal action.

8.12. Helpling may withhold, retain or set off from any Booked Service Fees due to the Cleaning
Service Provider under this Agreement to protect it against any costs, charges, expenses and
damages for which the Cleaning Service Provider is liable under or in connection with this
Agreement. This right to withhold, retain or set off does not limit Helpling’s right to recover
those amounts in any other way.

8.13. In the event of a complaint by a Customer with respect to any damage to Customer property
or premises, Helpling may deduct from the collected Booked Service Fees otherwise due to
the Cleaning Service Provider a reasonable sum at its discretion pending full investigation and
resolution of the damage complaint.

8.14. The Cleaning Service Provider will strictly refrain from collecting the Booked Service Fee in
cash or otherwise directly from the Customer. Helpling reserves the right to withhold, retain
or set off the equivalent of the amount collected from any present or future Booked Service
Fees otherwise due to the Cleaning Service Provider. In addition, Helpling reserves the right
to impose sanctions on the Cleaning Service Provider at its discretion.

9. Booking Changes and Cancellations

9.1. The Customer can cancel and amend an Event on the Website, free of charge, up to forty-eight
(48) hours before the Event. Helpling will notify the Cleaning Service Provider of any
cancellation or amendment of a Booking as soon as practicable.

9.2. If the Customer cancels or amends an Event within forty-eight (48) to any time after the Event
is scheduled to begin, a cancellation fee will be charged to the Customer. Helpling will notify
the Cleaning Service Provider as soon as practicable and will include the cancellation fee, less
Helpling’s Commission, in the total amount to be processed during the next earliest Processing
Date.

9.3. If the Cleaning Service Provider is unable to attend a confirmed Event, it must notify Helpling
as soon as practicable. Successful receipt of the notification will be determined as at the point
in time by which Helpling acknowledges the notification.
(a) Notification received by Helpling more than forty-eight (48) hours before the
Scheduled Booking Time:
No charge.

(b) Notification received by Helpling within forty-eight (48) to twenty-four (24) hours
before the Scheduled Booking Time:
Helpling will deduct, from the total amount of collected Booked Service Fees due to
the Cleaning Service Provider for the present payment cycle, the equivalent of one (1)
hour of the relevant Booked Service Fee less Helpling’s Commission as a penalty
(“ST Penalty”).

(c) Notification received by Helpling within twenty-four (24) hours before the Scheduled
Booking Time:

Helpling will deduct, from the total amount of collected Booked Service Fees due to
the Cleaning Service Provider for the present payment cycle, the equivalent of two
and a half (2.5) hours of the relevant Booked Service Fee less Helpling’s Commission
as a penalty (“UST Penalty”).

(b) Notification not received by Helpling as at the start of the Scheduled Booking Time
to any time thereafter of the confirmed Event:
Helpling will deduct, from the total amount of collected Booked Service Fees due to
the Cleaning Service Provider for the present payment cycle, the full amount of the
relevant Booked Service Fee less Helpling’s Commission as a penalty (“No-show
Penalty
”).

Helpling reserves the irrevocable right to impose the above-mentioned penalties at its
discretion for notifications sent more than 24 hours before the confirmed event but
successfully received and acknowledged less than 24 hours before the confirmed event.

10. Promotions

10.1. Helpling may, from time to time, run promotional campaigns to market its Website by
discounting the Booked Services Fee.

10.2 Helpling shall offset the difference, at its sole expense, in the discounted Booked Service Fee
collected and ensure that the Cleaning Service Provider receives an amount equivalent to the
Booked Service Fee due for, all other things being equal, an undiscounted Event.


11. Intellectual Property

11.1. Neither Party shall use the Corporate Identity of the other Party without the prior written
consent or unless provided for in this Agreement.

11.2. Each Party shall comply with the other Party’s reasonable guidelines and instructions for the
use of its Corporate Identity.

11.3. Neither Party shall, without obtaining the other Party’s prior written consent, use or register
or attempt to use or register as a trade mark, service mark, trade name, corporate mark or logo
that is likely to be confused with any of the Corporate Identity of the other Party.

11.4. Neither Party shall, without obtaining the other Party’s prior written consent, authorise any
third parties to use any of the Corporate Identity of the other Party.

11.5. Nothing in this Agreement shall give either Party any rights in respect of any Intellectual

Property in each Party’s branding and/or other Corporate Identity or of the goodwill associated
thereof.

11.6. Each Party warrants and represents that each Party’s Intellectual Property provided or used
pursuant to or in connection with this Agreement will not infringe any third party’s Intellectual
Property rights.

11.7. The provisions of this clause (11) shall survive the expiry or termination of this Agreement.


12. Confidential Information

12.1. The Parties shall keep all Confidential Information confidential and use the Confidential
Information only in fulfilling its obligations under this Agreement.

12.2 The Parties warrant they will:

not, without the prior written approval of the other Party, disclose the Confidential
Information unless compelled to do so by law;
take all reasonable steps to ensure that its agents, Customers, colleagues, employees,
officers, staff, contractors, subordinates and superiors, do not make public or disclose
any Confidential Information;

take all reasonable measures to ensure that the Confidential Information is protected
against loss, unauthorised access, use, modification, disclosure or other misuse;

ensure that only authorised personnel have access to the Confidential Information in line
with industry best practice;

immediately notify the other Party where it becomes aware that a disclosure of any
Confidential Information which may be required by law;

secure the execution of a non-disclosure agreement on terms as required by either Party
by any agents, colleagues, employees, officers, staff, contractors, subordinates and
superiors requiring access to any Confidential Information;

immediately notify the other Party where it becomes aware of a breach of this clause
(12); and

immediately take all reasonable steps to stop a breach or potential breach of this clause
(12).

12.3 Nothing contained in this clause shall be construed so as to place an obligation of
confidentiality on the Parties in respect of information that has entered the public domain,
provided that the information has not entered the public domain due to the other Party’s breach
of this Agreement.

12.4 If either Party is uncertain as to whether any information provided by the other Party is
Confidential Information, the Party must treat that information as if it was Confidential
Information unless and until the other Party advises in writing that the information is not
Confidential Information.

12.5 On the termination of this Agreement, the Cleaning Service Provider shall return to Helpling
any Confidential Information (in whatever format, however stored) belonging to Helpling.

12.6. This clause (12) will survive the termination of this Agreement.


13. Termination

13.1. Either Party may terminate this Agreement at any time on the giving of one (1) working day’s
written notice.

13.2. This Agreement may be terminated immediately by either Party by written notice, if the other
Party commits a material breach of this Agreement, and which, in the case of a breach capable
of being remedied is not remedied within fourteen (14) days of a written request to remedy the
same.

13.3. This Agreement may be terminated immediately by Helpling by providing written notice to
the Cleaning Service Provider if:
(a) in the sole opinion of Helpling, the Cleaning Service Provider has been incompetent
or grossly negligent in the provision of its obligations in accordance with this
Agreement;
(b) The Cleaning Service Provider becomes or may become bankrupt;
(c) The Cleaning Service Provider suffers or permits the appointment of a receiver,
trustee, judicial manager or such similar officer over any of its business or assets;
(d) The Cleaning Service Provider becomes the subject of any proceedings relating to
insolvency or the protection of creditors’ rights and fails to have those proceedings
struck out or dismissed within thirty (30) days of commencement of such proceedings;
(e) if the Cleaning Service Provider or any persons acting on behalf of the Cleaning
Service Provider is found to have committed or be suspected of committing any
offence under any laws of the Republic of Singapore, or has been found to have
abetted, attempted or may be suspected of abetting or attempting to commit such an
offence;
(f) if from any cause whatsoever the Cleaning Service Provider is prevented from
performing its duties pursuant to the Agreement;
(g) in the sole opinion of Helpling, the Cleaning Service Provider is guilty of any conduct
which is prejudicial to Helpling or its business interests; and/or
(h) if the Cleaning Service Provider offers, gives or agrees to give to any person, any gift or consideration of any kind as an inducement or reward for doing, promising to do or
for having done or having forborne to do any action in relation to the obtaining or
execution of this Agreement regardless of whether or not such acts have been done by
the Cleaning Service Provider or persons acting on his behalf (whether with or without
the knowledge of the Cleaning Service Provider).

13.4. Upon written notice by Helpling under clause 13.3, the Cleaning Service Provider’s
obligations shall cease immediately. Helpling has the right to recover damages in respect of
any antecedent breach of this Agreement. The Cleaning Service Provider shall not be entitled
by reason of such determination to any right of action or remedy against Helpling.

13.5. The expiry or termination of this Agreement shall not affect any accrued rights, obligations
and/or liabilities of the Parties nor the coming into or continuance in force of any provision,
which is expressly or by implication intended to come into or continue in force on or after such
expiry or termination.


14. Warranties and Representations

14.1. Each Party represents and warrants to the other Party that:

(a) it has the legal capacity to enter into and perform this Agreement and all the transactions
contemplated by this Agreement;
(b) it has or will obtain and maintain at its own costs all insurances, permits, approvals
and/or licenses which may be necessary or desirable for the purposes of carrying out
this Agreement; and
(c) this Agreement is duly executed by it and is valid and binding upon it.

14.2. The Cleaning Service Provider warrants that it has sought independent and specified advice
from its legal and accounting advisors concerning the likely legal consequences of entering
into this Agreement and accordingly has not received from or relied upon any representation
by Helpling, its officers, servants or agents whom in any event the Parties acknowledge are
not qualified to provide such legal advice.

14.3. Helpling does not warrant or make any representation to the Cleaning Service Provider that
Helpling will provide the Cleaning Service Provider with a minimum number of bookings.

15. Damages and Limitation of Liability

15.1 The Cleaning Service Provider agrees to indemnify Helpling against any liability, loss or claim
arising under any statute or common law in respect of:
Loss or damage to property; and/or
Bodily injury to or death of any person
Where the loss, damage, injury or death arises out of or as a consequence of a negligent act or omission
of the Cleaning Service Provider, its servants, or agents, or a breach of the Cleaning Service Provider’s
obligations under the Cleaning Agreement or this Agreement. This indemnity will not be defeated or
reduced by any reason of negligence, omission or default by Helpling, its servants or agents.

15.2. The Cleaning Service Provider agrees to the extent permitted by law that it will not have or make any
claim against Helpling, its servants or agents for personal injury or death or for property loss or damage
suffered by the Cleaning Service Provider, its servants or agents arising out of or as a consequence of
the performance of the Cleaning Agreement regardless of how the loss or injury occurs and whether
or not the loss or injury is in any way due to a negligent act, breach of duty, default or omission on the
part of Helpling, its servants or agents.


16. Independence

16.1. Each Party is and shall remain at all times an independent of the other Party, fully responsible for its
own acts or omissions (including those of its employees, agents, contractors or representatives).

16.2. Neither Party, nor their employees, agents or representatives shall at any time attempt to act or act on
behalf of the other Party to bind the other Party in any manner whatsoever to any obligations.

16.3. Nothing in this Agreement shall be construed or deemed as creating any agency, brokerage,
employment relationship, joint venture or partnership between the Parties.


17. Non Solicitation

17.1. Notwithstanding the terms of clause 16, the Cleaning Service Provider agrees that it will not during
the term of this Agreement and for a period of six months after its termination, directly or indirectly
entice away or solicit or accept the business of or deal in any manner with any person, firm or company
who was introduced to the Cleaning Service Provider by Helpling during the term of the Agreement
and with whom the Cleaning Service Provider was engaged, involved or dealt with or about which or
whom the Cleaning Service Provider received Confidential Information by virtue of its association
with Helpling.

17.2. If the Cleaning Service Provider breaches the terms of clause 17.1 then, it shall pay to Helpling within
fourteen (14) calendar days of the occurrence of the breach as liquidated damages, and not as a penalty,
the sum of $1000 for each any person, firm or company it deals with.


18. Taxes and Expenses

18.1. Each Party is at all times responsible for their own costs, taxes, imposts, levies, payments and other
outgoings and expenses, including, but not limited to:

(a) Income tax;
(b) Payroll tax;
(c) GST;
(d) CPF;

in connection with the services under this Agreement. For the avoidance of doubt, this includes any
lodgement or payment obligation of a Party, in relation to any of the matters set out in section (a) to
(d) above, to any Government Authority arising from a supply made under or in connection with this
Agreement.


19. Benefits

19.1. Neither Party (nor any of their employees) has any claim against the other Party for any vacations or
off-days including, but not limited to:

(a) Annual leave;
(b) Personal leave;
(c) Maternity leave;
(d) Hospitalization leave;
(e) Medical leave; or
(f) Unpaid leave;

20. Referrals

20.1. If the Cleaning Service Provider refers to Helpling another Cleaning Service Provider and the referred
entity enters into a Service Agreement with Helpling and has:

(a) not previously entered into an agreement with Helpling;
(b) not previously been accepted by Helpling as a Cleaning Service Provider and
(c) not been referred or introduced to Helpling by any other individual;
(d) satisfied all of Helpling’s requirements and received three (3) positive reviews from
Customers (subject to the sole discretion and final decision of Helpling).

Helpling shall pay a fee to the referrer in accordance with clause 20.2
20.2. Subject to clause 20.1, Helpling will pay the Cleaning Service Provider $100 for each successfully
referred cleaner.

20.3. Payment for referral fees shall be included in the total amount due to the Cleaning Service Provider
for next earliest processing date.

20.4. The Cleaning Service Provider acknowledges and agrees that Helpling reserves the right for the final
decision regarding the eligibility of a Cleaning Service Provider to receive payment for referred
cleaners.

20.5. The Cleaning Service Provider agrees to the extent permitted by law that it will not have or make any
claim against Helpling nor hold Helpling liable regarding Referral payments.


21. Bonuses

21.1. From time to time and in its sole discretion, Helpling may pay the Cleaning Service Provider bonuses
based on its cleaning performance and conduct.

21.2. Helpling shall ensure that any schemes involving bonuses are communicated to the Cleaning Service
Provider in a reasonably practicable manner.

21.3. All terms and conditions of bonus programmes and relevant bonus payments are subject to
modification at the absolute discretion of Helpling without obligation to the Cleaning Service Provider.

21.4. The Cleaning Service Provider agrees to the extent permitted by law that it will not have or make any
claim against Helpling nor hold Helpling liable regarding bonus payments including, but not limited
to:

(a) Amount of payment
(b) Terms of payment
(c) Eligibility of payment

21.5. The Cleaning Service Provider acknowledges and agrees that all decisions made regarding bonus
payments by Helpling remain final and non-negotiable.


22. Force Majeure

22.1. If, by reason of any event of Force Majeure which was outside the control of a Party resulting in the
delay in, or prevention from, performing any of the provisions of this Agreement:
(a) then such delay of performance shall not be deemed to be a breach of this Agreement;
(b) no loss or damage shall be claimed by a Party from the other by reason thereof; and
(c) the Parties shall use their best endeavours to minimise and reduce any period of suspension occasioned by any event of Force Majeure.

22.2. An event of Force Majeure shall mean and include fire, flood, casualty, lock out, strike, labour
condition or industrial action of any kind, unavoidable accident, national calamity or riot, disease, act
of God, the enactment of any act of Parliament or the act of any legally constituted authority, any cause
or event arising out of or attributable to war or any other cause or event (whether of a similar or
dissimilar nature), outside the control of the Parties.


23. Assignment

23.1. Neither Party may assign, sub-contract and/or transfer their respective rights and/or obligations
under this Agreement without the prior written consent of the other Party.


24. General Provisions
24.1. Time is of the essence in the performance by the Parties of their obligations under this Agreement.

24.2. This Agreement must not be amended except by an instrument in writing signed by each of the Parties
to this Agreement.

24.3. The Parties acknowledge that this Agreement constitutes the entire Agreement and understanding of
and between the Parties and that there are no other representations, promises, warranties, covenants,
undertakings, terms or conditions, whether oral or in writing, in relation to the subject matter of this
Agreement of any force or effect unless contained in this Agreement.

24.4. All notices, demands and other communications between the Parties for the purposes of this Agreement
shall be in writing and addressed to the Party’s address stipulated in this Agreement.

24.5. If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of
the other provisions in this Agreement.

24.6. This Agreement may be executed in any number of counterparts and all such counterparts when
executed and taken together will constitute this Agreement.

24.7. It is agreed by the Parties that, notwithstanding the use of the words “writing,” “execution,” “signed,”
“signature,” or other similar words, the Parties intend that the use of an Electronic Signature and the
keeping of records in electronic form be granted the same legal effect, validity or enforceability as a
signature affixed by hand or the use of a paper-based record keeping system (as the case might be) to
the extent and as provided for in any applicable law applicable within the Republic of Singapore.

24.8. No right under this Agreement is deemed to be waived except by notice in writing to that effect signed
by each party.

24.9. No waiver by any party to this Agreement of a breach by any other party shall be construed as a waiver
of any subsequent breach.

24.10. This Agreement shall be governed by and construed in accordance with the laws of the Republic of
Singapore and the Parties agree to submit to the non-exclusive jurisdiction of the Courts of the
Republic of Singapore.

24.11. A person who is not a party to this Terms of Use has no right under the Contracts (Rights of Third
Parties) Act, Chapter 53B of Singapore, to enforce any term of this Terms of Use.