Service Agreement (Care Owner)

This Client Services Agreement sets forth the terms and conditions whereby client agrees to obtain certain services (as described at the SilverJoy Medicare Services Page https://www.homage.sg/services/) from a fully-licensed (to the extent required by applicable law) and qualified Care Provider (Care Pro) that may, from time to time, be referred via the web-based platform of SilverJoy Medicare& ServicesPte. Ltd., a company incorporated under the laws of Singapore with a registered office at 12 Woodlands Square, #13-79, Woods Square Tower One, Singapore 737715 (SilverJoy Medicare). If you are a Client, by submitting a Booking Request (as defined below), you agree to this Agreement with the applicable Care Pro, and if you are a Care Pro, you agree to this Agreement upon acceptance of a Booking Request. Your contact information, including mailing address, phone number and email address is located on your account profile page and is incorporated herein by reference. You are obligated to maintain this information and ensure it is current. If you’re agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity). This Agreement sets out the obligations of Client and Care Pro in connection with the provision of Booked Services (as defined below).

1. BACKGROUND.

• What SilverJoy MedicareDoes.
  1. SilverJoy Medicare is the creator of a technology platform that creates a marketplace to connect Clients with Care Pros to provide Care Services. SilverJoy Medicare provides a web-based portal (SilverJoy Medicare Platform) through which Clients may connect with a network of Care Pros to arrange a variety of Care Services on behalf of themselves or others (Care Recipient). If you are a Client acting on behalf of a Care Recipient other than yourself, you agree that you are accepting this Agreement on behalf of such Care Recipient and that you have the authority to bind such Care Recipient to this Agreement. Care Pro provides Care Services to Care Recipients strictly as an independent contractor, and not as an employee, worker, agent, joint venturer, partner or franchisee of SilverJoy Medicare or any Client for any purpose, unless Care Pro identifies him or herself as an employee of SilverJoy Medicare. SilverJoy Medicare’s role is limited to offering the technology platform as a source of referrals for Clients and Care Pros and facilitating payments from Clients to Care Pros.
• How The SilverJoy Medicare Platform Works.
  1. Before receiving access to the SilverJoy Medicare Platform, you must also review and agree to the Terms of Use and Privacy Policy of the SilverJoy Medicare Platform, which you acknowledge that you have reviewed and accepted. From time to time, in their sole and complete discretion, Clients may submit a request to SilverJoy Medicare for Care Services, setting forth the nature of the Care Services required (Booking Request). SilverJoy Medicare will review the Booking Request and decide in its sole discretion whether SilverJoy Medicareis able to assist with the Booking Request. If SilverJoy Medicare is able to assist with the Booking Request, SilverJoy Medicare will make such Booking Request available on the SilverJoy Medicare platform. To the extent feasible, SilverJoy Medicarewill provide details relating to the Booking Request, including requested care services, location and booking time. Some of the details necessary for Care Pro to provide the Care Services may also be provided by Clients and/or Care Recipients. Clients are solely responsible for the accuracy of such details, and SilverJoy Medicareis not responsible for verifying any such details.
  2. Care Pros have the opportunity, in their discretion, to apply for a Booking Request. Once SilverJoy Medicare confirms a Care Pro for a Booking Request, the SilverJoy Medicare Platform will confirm the Booking Request has been booked by the Care Pro (Booked Service) and notify Care Pro and Client, at which point, this contract is formed directly between Client and Care Pro. For the avoidance of doubt, Booked Services are Care Services for which SilverJoy Medicare has approved a Care Pro for a Booking Request. The parties understand and agree that SilverJoy Medicare acts as a disclosed agent for the purposes of entering into this contract. You agree that your name, phone number, likeness, and other profile information may be provided or made available after a Care Service is booked.
• Booking Requests.
  1. When submitting a Booking Request, Client agrees to provide SilverJoy Medicare with the following information: The specific services requested; The location where the Care Services are to be carried out (Service Location); The times and dates during which the Care Services are to be undertaken by Care Pro (Scheduled Hours), including the first time at and date on which the Care Services are to be carried out (Service Start Time) and the last time at and date on which the Care Services are to be completed (Service End Time); and Any other information reasonably requested by SilverJoy Medicare. Client agrees to notify SilverJoy Medicare immediately of any changes to the above information. Failure to notify or provide such information to SilverJoy Medicare shall entitle SilverJoy Medicare to deactivate or deprioritize a Booking Request.

2. THE SERVICES.

• Provision of Services.
  1. By submitting a Booking Request, Client is deemed to have agreed to receive the Booked Service at the Service Location and Scheduled Hours as specified in the Booking Request. All Booking Requests must be submitted and accepted through SilverJoy Medicare’ platform, orvia any other authorized process made available by SilverJoy Medicare. Care Pro is contractually obligated to complete the Booked Service at the Service Location and Scheduled Hours. Client is responsible for providing access to the Service Location to Care Pro and any of its sub-contractors, agents, or employees (Sub-Contractors) in order for Care Pro to perform the Booked Service. Client agrees to provide a safe, suitable environment for Care Pro to perform the Booked Service. Client shall be responsible for doing and providing all things reasonably necessary for Care Pro to perform the Booked Service. To the extent applicable, Client shall obtain, operate, and maintain in good working order all equipment and ancillary services needed for Care Pro to provide the Booked Services. SilverJoy Medicare shall not control or have any right to control the manner or means by which Care Pro performs the Care Services, and SilverJoy Medicare has no obligation (but has the right) to inspect Care Pro’s work for quality purposes.
• Client Reviews.
  1. Client may rate and review a Care Pro at the end of every Booked Service. If Care Pro fails to complete a Booked Service to Client’s reasonable satisfaction, or if there is any damage caused to Client by Care Pro, Client shall notify SilverJoy Medicare within Five (5) business days following the completion of the Booked Service. Upon such notification, SilverJoy Medicare may request that Care Pro arrange, via SilverJoy Medicare, at a date and time mutually agreed with Client, to complete the Booked Services or rectify the Booked Services, and no additional payment will be due by Client until the issue has been resolved. SilverJoy Medicare may in its sole discretion, but has no obligation to, make compensatory payments or fee waivers to Client for any damage alleged to have been caused to Client by Care Pro.
• Cancellations; Amendments.
  1. Client may cancel or amend a Booked Service (Modification) up to Five (5) days before the Service Start Time free of charge. For the avoidance of doubt, changes to the Scheduled Hours and Service Location are considered Modifications. There is no guarantee that a Modification will be accommodated. If Client has been assigned a Care Pro and requests a Modification within the Five (5) day period before the Service Start Time, Client may be charged a fee for the Modification. Our cancellation and change policy with any Applicable Fees can be accessed here https://www.silverjoymedicare.sg/policy. Client understands and agrees that a Modification may not be able to be accommodated on such short notice. Repeated Modifications requested on short-notice by Client may result in termination of this Agreement in accordance with Section 9 or deactivation or de-reprioritization of Client’s Booking Requests and/or the SilverJoy Medicare Platform.
  2. Up to twenty-four (24) hours before the Service Start Time, SilverJoy Medicare may notify Client of a modification to a Booked Service requested by Care Pro. Client shall notify SilverJoy Medicare within four (4) hours following receipt of such notice if Client rejects any such modification, and Client may cancel such Booked Service. Failure to notify SilverJoy Medicare within the foregoing time period shall be deemed acceptance of the modification.
• Use of Voice, Image and Likeness.
  1. Client and Care Pro may be required to submit an image for use by the SilverJoy Medicare Platform to facilitate identifying Care Pro with Clients. Each party represents and warrants that it owns (or has sufficient licenses to) the copyright of any image or likeness that it provides.
• Call and SMS Data.
  1. SilverJoy Medicare may mask phone numbers when Care Pro calls or exchanges text (SMS) or non-SMS, internet-based text messages with Client and/or Care Recipient through the Mobile Application. The parties consent to the masking process described above and to SilverJoy Medicare’s sending text (SMS) or non-SMS, internet-based text messages directly as described in the Terms of Use. The parties understand and agree that each party may have access to the other party’s phone number outside of the Mobile Application.

3. SERVICE FEES

• SilverJoy Medicare will invoice Client on behalf and in the name of Care Pro for fees payable by Client for the Booked Services (Booked Services Fees) after completion of the Booked Services or at some other frequency as determined by SilverJoy Medicare in its discretion. All amounts are due and payable to SilverJoy Medicare as specified in the applicable invoice. All payments shall be made in full in SGD. Any amount not paid when due shall bear a late payment charge at the rate of 1.5% per month or, if less, the maximum amount permitted by law. All payments to SilverJoy Medicare (unless otherwise stated) are exclusive of taxes, goods and services taxes, duties, tariffs, withholdings, levies and similar assessments and Client agrees to bear and be responsible for the payment of all such charges. All payments due shall be made to the third party escrow and payment agent engaged by SilverJoy Medicare to collect the Booked Service Fees and process the relevant payments (Payment Agent). Payment Agent will collect the Booked Service Fee from Client. Booked Service Fees may change at any time.

4. CONFIDENTIALITY AND PRIVACY DATA.

• Each party will receive certain private and/or confidential information from and regarding the other party, and will also receive or have access to proprietary or confidential information relating to SilverJoy Medicare, the SilverJoy Medicare Platform, and SilverJoy Medicare’s Services. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the disclosing party, the receiving party agrees that he or she shall not use, publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the other party, including addresses, telephone numbers and/or operational details. Each party will not engage in any activity which violates the privacy of the other party, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of the other party or his or her personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Failure to comply with the foregoing shall constitute a material breach of this Agreement Client shall seek Care Recipient’s consent prior to uploading and sharing any Care Recipient Data through the SilverJoy Medicare platform. Care Recipient Data shall be considered Client’s confidential information. SilverJoy Medicare will process personal information of Care Pros, Client, and Care Recipient in accordance with the Personal Data Protection Act 2012 (PDPA).

5. RELATIONSHIP OF THE PARTIES.

• Care Pro is an independent contractor and has not been engaged by SilverJoy Medicare to perform services on SilverJoy Medicare’s behalf, and shall not make any agreements or representations on SilverJoy Medicare’s behalf, unless Care Pro identifies him or herself as an employee of SilverJoy Medicare. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Client and SilverJoy Medicare for any purpose.

6. REPRESENTATIONS AND WARRANTIES.

• Care Pro represents and warrants that: (a) Care Pro has the legal right to provide the Care Services that are contemplated by this Agreement; (b) Care Pro is fully-licensed (to the extent required by applicable law) and authorized to provide the Care Services contemplated by this Agreement, and has the required skill, experience, and qualifications to perform the Care Services; (c) Care Pro shall perform the Care Services in a professional and diligent manner in accordance with the best industry standards for similar service; and (d) Care Pro shall perform the Care Services in accordance with all applicable laws, rules and reulations, including, but not limited to, the PDPA. Care Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.
• Client represents and warrants: (a) it has the full power and authority to execute, deliver and perform all of its obligations under this Agreement and provide all of the information requested by it hereunder; and (b) all information provided by it or on its behalf shall be complete and accurate.

7. DISCLAIMER.

• EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CARE PRO NOR SILVERJOY MEDICARE MAKES, AND CARE PRO AND SILVERJOYMEDICARE HEREBY DISCLAIM, ANY WARRANTIES AND OR CONDITIONS OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR REASONABLE CARE AND SKILL. THE CARE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. Products and services purchased or offered (whether or not following such recommendations and suggestions) through Care Pro or SilverJoy Medicare are provided “AS IS” and without any warranty of any kind from SilverJoy Medicare, Care Pro, or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). Any manufacturer or third party warranties with respect to products or services purchased or offered hereunder will pass through to Client.

8. LIMITATION OF LIABILITY.

• EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR IF VOID UNDER APPLICABLE LAW, (A) THE AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, NEGLIGENCE AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE FOR THE BOOKED SERVICE GIVING RISE TO SUCH LIABILITY, AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE BOOKED SERVICES, EVEN IF ADVISED, IN EACH CASE, OF THE POSSIBILITY OF SUCH DAMAGES.
• SilverJoy Medicare is not responsible or liable for the actions or inactions of Client or Care Recipient in relation to the Care Services received by Care Recipient, or the actions or inactions of a Care Pro or other third party in relation to the Care Services received by Care Recipient. Client understands, therefore, that by using the SilverJoy Medicare Platform, Client and Care Recipient will be introduced to third parties, and that Client and Care Recipient use the SilverJoy Medicare Platform at his/her own risk.

9. TERM; TERMINATION.

• Term
  1. This Agreement shall be effective as of the date it is executed by the parties and shall remain in effect unless and until terminated as set forth in this Section 9 (the Term).
  2. The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, and each Booked Service is treated as a separate service arrangement.
• Termination
  1. Either party may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, or Client’s failure to comply with its payment obligations as described herein.
  2. In the event there is a dispute whether either party materially breached the Agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, as described in Section 12.2 below.
  3. In addition to the foregoing, either party may terminate the Agreement for any reason upon fifteen (15) days’ written notice to the other party.
• Client’s Obligations Upon Termination.
  1. Upon termination of this Agreement for any reason, Client shall pay to SilverJoy Medicare (a) any outstanding Booked Service Fees and Any Applicable Fees in accordance to the Care Owner Cancellations Policy due prior to termination of this Agreement and (b) all Booked Service Fees and Any Applicable Fees in accordance to the Care Owner Cancellations Policy completed after termination of this Agreement.
  2. The Care Owner Cancellations Policy is available here: http://www.silverjoymedicare.sg/terms-of-use
• Surviving Provisions
  1. The terms and conditions of this Section 9.4 and Sections 4, 5, 6, 7, 8, 9.3, 10, 11, and 12 (including, but not limited to, Section 12.2) and all accrued payment obligations shall survive the expiration or termination of this Agreement.

10. SOLICITATION.

• Client understands that Care Pro may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the SilverJoy Medicare Platform, including other web-based portals. Unless authorized by SilverJoy Medicare, Care Pro shall not promote, offer, solicit, advertise, or otherwise contact Client to provide additional, similar, or any other services to Client and or Care Recipient outside of the SilverJoy Medicare Platform. Notwithstanding the foregoing, Client agrees not to affirmatively solicit services from and/or hire a Care Pro originally referred through the SilverJoy Medicare Platform through any means other than the SilverJoy Medicare Platform for a period of six (6) months following Client’s engagement, unless Client has obtained the prior written consent of SilverJoy Medicare. If Client fails to comply with this Section 10, Client shall pay a referral fee of S$1,000 to SilverJoy Medicare and SilverJoy Medicare may terminate this Agreement and deactivate Client’s access to the SilverJoy Medicare Platform.
• The restriction set out in this Section 10 is considered by the parties to be reasonable and necessary to protect SilverJoy Medicare’s legitimate interests. While the restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if for any reason, any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of SilverJoy Medicare’s legitimate interests, the prohibitions shall be effected to the fullest extent permissible under applicable law. If any provision or part of a provision in this Section 10 is held or found to be void, invalid or otherwise unenforceable, it shall be deemed to be severed from such provision but the remainder of such provision shall remain in full force and effect.

11. ASSIGNMENT.

• Neither party may assign this Agreement, absent written authorization by the other party.

12. DISPUTE RESOLUTION; GOVERNING LAW.

• Informal Negotiations.
  1. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between the parties, the parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration proceeding. Such informal negotiations will commence upon written notice. Each party’s address for such notices is the address set forth in his/her account. SilverJoy Medicare may facilitate such informal negotiations in its sole discretion.
• Mutual Arbitration Provision.
  1. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by binding arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section 12.2. The seat of the arbitration shall be Singapore. The arbitration shall be conducted in English. The arbitral tribunal shall consist of one arbitrator. Notwithstanding anything to the contrary in this Agreement, any party may at any time without regard to any notice periods required by the provisions hereof, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.
• Governing Law
  1. This Agreement shall be governed and interpreted pursuant to the laws of the Republic of Singapore, notwithstanding any principles of conflicts of law.

13. MODIFICATION.

• Each party hereby expressly acknowledges and agrees that, by using or receiving access to the SilverJoy Medicare Platform, each party is bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein. SilverJoy Medicare may unilaterally modify this Agreement by issuing an update of this Agreement. This Agreement, as amended, will be deemed accepted by Client upon submission of a Booking Request following such amendment and shall be deemed to be accepted by Care Pro upon acceptance of a Booking Request.

14. MISCELLANEOUS.

• All notices. Requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to each party at the address set forth in his/her account. The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission), certified or registered mail (in each case, return receipt requested, postage prepaid), or through the SilverJoy Medicare Platform. This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. This Agreement may be executed in multiple counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.
• This Agreement may not be amended, by implication or otherwise, by any marketing material contained on SilverJoy Medicare’s website or the SilverJoy Medicare Platform. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this Agreement.
• Each party acknowledges that it has read and understands this Agreement and also acknowledges that it had a reasonable and adequate opportunity to seek and receive independent legal advice, at its own expense, prior to signing this Agreement.
• BY CHECKING THE BOX STATING I AGREE TO THE CLIENT SERVICES AGREEMENT, YOU HEREBY AGREE TO THIS CLIENT SERVICES AGREEMENT AND AGREE TO ACT IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN.
• You understand that your electronic signature is as legally binding as a handwritten signature.