Service Agreement

THIS AGREEMENT is made on the date that the Annexure is received by the Client.

BETWEEN

The "Service Provider"

and

The "Client"

(each a "Party" and collectively, the "Parties")

WHEREAS

Carer Pte. Ltd. ("Carer") operates and manages a mobile application (the "Application") through which a client can book an appointment with the Service Provider by submitting a Request (as hereinafter defined) directly to the Service Provider through the Application.
The Client has registered with the Application and has submitted a Request.
The Service Provider is an independent contractor providing Services listed on the Application and has accepted the Client's Request.
The Parties wish to enter into this Agreement for the purposes of setting out the obligations of the Parties in connection with the Service Provider providing of the Services.

NOW IT IS HEREBY AGREED AS FOLLOWS

1. DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Agreement	:	refers to this agreement together with any schedules or annexures hereto, which may be amended from time to time in writing, as agreed to by the Parties;
Annexure	:	refers to the email and / or notification received by the Client confirming the Request or the email and / or notification received by the Service Provider confirming its acceptance of the Request and forming part of this Agreement;
Application	:	refers to the associated Carer mobile applications;
Client	:	refers to such individual named in the Annexure that has made the Request;
Personal Data	:	means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the Service Provider has or is likely to have access;
Process	:	in relation to Personal Data, means: (i) to carry out any operation or set of operations in relation to Personal Data, and includes recording, holding, organisation, adaptation/alteration, retrieval, combination, transmission and erasure/destruction; and (ii) to copy, use, access, display, run, store review, manage, modify, transform, translate, extract components into another work, integrate or incorporate as part of a derivative work, and (iii) to permit others to do (i) and (ii);
Request	:	refers to the reservation made by a Client on the Application for the services of the Service Provider with the details provided in the Annexure;
Service Fee	:	refers to the total fee payable by the Client for the Services as detailed in the Annexure; and
Services	:	refers to the services consisting that the Client has requested in its Request, and agreed to be provided by the Service Provider as detailed in the Annexure.

1.2 Clause and Annexure headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.

1.4 The Annexure forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Annexure.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute, statutory provision or any subsidiary legislation made under a statute is to such statute, provision or subsidiary legislation as amended or re-enacted from time to time and, in the case of a statute, includes any subsidiary legislation made under that statute from time to time.

1.9 A reference to writing or written includes email and other forms of electronic communication.

1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.11 Where the words include(s), including or in particular or any similar expression are used in this Agreement, they are deemed to have the words "without limitation" following them.

2. ACCEPTANCE OF THE REQUEST

2.1 The Client has made a Request and has agreed to pay the Service Fee in exchange for the provision of the Services by the Service Provider.

2.2 The Service Provider confirms that they accept and are able to comply with the Request.

2.3 The Parties acknowledge that the Service Provider is engaged directly by the Client as an independent contractor and nothing in this Agreement shall be construed as creating a partnership, joint venture or employer-employee relationship between the Parties. Neither Party is the agent of the other nor is any Party authorised to make any representation, contract or commitment on behalf of the other Party without express consent from the other.

3. OBLIGATIONS OF THE SERVICE PROVIDER

In providing the Services to the Client, the Service Provider undertakes to:

complete the Services with acceptable care and skill;
take all necessary steps to avoid any loss and/or damage to the Client’s property;
obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services; and
deliver the Services in accordance with the Request.

4. TERMINATION OF AGREEMENT

4.1 The term of this Agreement shall commence on the date the Service Provider accepts the Client’s Request and will continue until terminated in accordance with clause 4.2 or 4.3 below.

4.2 This Agreement shall terminate immediately once both Parties have fulfilled their obligations under this Agreement.

4.3 Either Party shall be permitted to terminate this Agreement on notification to the other Party prior to the provision of the Services.

5. LIMITATION OF LIABILITY OF THE PARTIES

5.1 Neither Party excludes or limits liability to the other Party for:

death or personal injury caused by its negligence; or
fraud; or
fraudulent misrepresentation.

5.2 The Service Provider shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of or damage to goodwill;
loss of use or corruption of software, data or information; and
any indirect or consequential loss.

5.3 Subject to clause 5.1 and clause 5.2, the Service Provider’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to, in respect of all claims the equivalent of the total Service Fee paid by the Client.

5.4 The Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Client or by breach by the Client of its obligations under this Agreement.

6. DATA PROTECTION

6.1 The Client consents, agrees and acknowledges that Carer and the Service Provider may collect, use or process Personal Data relating to the Client in accordance to the prevailing data protection arrangements of Carer and the Service Provider.

6.2 The Service Provider shall ensure that it complies at all times during the term of this Agreement with the prevailing requirements of the Personal Data Protection Act (No. 26 of 2012) and the Personal Data Protection Regulations 2014 as amended or restated from time to time, and the advisory guidelines issued by the Personal Data Protection Commission from time to time.

6.3 The Service Provider confirms that it shall process Personal Data and information of the Client only pursuant to and in accordance with instructions of the Client and shall use it only for the purposes of performing the Services, or as otherwise agreed in writing with the Client.

7. GENERAL

7.1 Entire agreement

This agreement, and any documents referred to in it or executed contemporaneously with it, constitute the whole agreement between the parties and supersedes and cancels all previous arrangements, understandings and agreements between them, whether oral or written, relating to their subject matter.
Each Party acknowledges that in entering into this agreement, and any documents referred to in it or executed contemporaneously with it, it does not rely on, and shall have no remedy in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement or those documents.
Nothing in this clause shall limit or exclude any liability for fraud

7.2 Variation and waiver

A variation of this agreement shall be in writing and signed by or on behalf of all parties. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the person to which the waiver is addressed and the circumstances for which it is given.
A person that waives a right in relation to one person, or takes or fails to take any action against that person, does not affect its rights against any other person.
No failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.
No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy.
Unless specifically provided otherwise, rights and remedies arising under this agreement are cumulative and do not exclude rights and remedies provided by law.

7.3 Severance

If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

7.4 Notices

Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if delivered by electronic transmission as follows:
1. to the Service Provider: At the email address set out in the Annexure or through the Application
2. to the Client : At the email address set out in the Annexure or through the Application
or to such other email address as the Parties may from time to time specify by notice given in accordance with this Agreement.
Any notice so given shall be conclusively deemed to have been by electronic transmission upon the date shown on the transmission confirmation of receipt.

7.5 Counterparts

This agreement may be executed in any number of counterparts and all the counterparts when taken together will constitute one agreement. Each Party may enter into this Agreement by executing a counterpart.

7.6 No Partnership

Nothing in this Agreement shall constitute or be deemed to constitute a partnership between any of the parties and none of them shall have any authority to bind the others in any way.

7.7 Expenses

Each Party shall be solely responsible for all of its own expenses, including expenses of counsel, accountants or other advisors, incurred at any time in connection with pursuing or consummating the transactions contemplated by this Agreement.

7.8 Assignment

No person may assign, or grant any encumbrance over or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it without the prior written consent of all the parties. Each person that has rights under this Agreement is acting on its own behalf.

7.9 Third Party Rights

A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act (Cap 53B).

8. GOVERNING LAW AND JURISDICTION

8.1 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Singapore.

8.2 The parties irrevocably agree that the courts of Singapore have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).