These Partner Terms and Conditions apply to freelance Shift Providers and Ushift Pte Ltd, collectively the “Parties”.

RECITALS

  1. Ushift Singapore Pte. Ltd. (“Ushift”) operates and manages an online platform at www.ushift.com.sg (the “Website”) through which a customer (the “Customer”) can request a job seeker for a specific need by submitting a Shift Request. Once a Shift Request has been submitted, Ushift then proposes via an algorithm the Shift Request to the most suitable Shift Provider from its database (the “Database”). Once assigned, the Shift Provider is permitted to accept or reject the Shift Request. Once Shift Services have been completed, Ushift issues aninvoicetotheCustomeronbehalfoftheShift Provider.Once issued,the Payment Agent collects payment of the Shift Service Fee from the Customer. Once collected the Payment Agent disburses the Shift Service Fee to the Shift Provider.
  2. The role of Ushift is that of a Website operator, manager of the Database, and third party facilitator of contracts and invoicing between the Customer and the Shift Provider. For avoidance of doubt, Ushift itself is not providing any Working Services for Customers.
  3. 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 Ushift agree as follows:

  1. Definitions and Interpretation
    1. In these Terms of Use (including the recitals), unless the context otherwise requires:

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

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

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

      “Working Agreement” means the agreement to be entered into between a Customer and the Shift Provider governing the Shift Services to be provided in connection with the Customer’s Shift Request;

      “Working Products and Equipment” means the Working products and equipment required by the Shift Provider to complete the Shift Services;

      “Working Services” means the working services consisting of the Standard Working Package and any other additional services available to be requested in a Shift Request;

      “Shift Provider” means the independent contractor Shift Provider that has accepted a Customer’s Shift Request and has agreed to provide the Shift Services;

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

      “Intellectual Property Rights” means all intellectual and industrial property relating to Ushift including the Website,including without limitation,all works in which copyrights ubsists 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 Ushift to collect the Shift Services Fee and to remit payments to the Shift Provider.

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

      “Scheduled Shift Time” means the time and date the Shift Services are to be undertaken by the Shift Provider in accordance with the Shift Request;

      “Site Content” means all material,content and in formation 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 Working Package" means list of the standard Working activities that will be performed by the Shift Provider, a copy of which is available on the Website.

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

      "Website" means www.Ushift.com.sg and associated Ushift mobile phone applications;

      "you""your" means you as the user of the Website.

    2. In these Terms of Use, unless the context otherwise requires:
      1. headings are for convenience only and do not affect its interpretation or construction;
      2. the singular includes the plural and vice versa;
      3. 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;
      4. words importing a gender include other genders;
      5. the word "person" means a natural person and any association, body or entity whether incorporated or not;
      6. 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;
      7. 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;
      8. all monetary amounts are in Singapore dollars;
      9. a reference to time refers to local time in Singapore;
      10. "includes" is not a word of limitation;
      11. 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;
      12. a reference to any thing is a reference to the whole and each part of it;
      13. a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
      14. a reference to a document includes all amendments or supplements to, or replacements or novations of, that document.
  2. Terms of Use and
    1. Access to and use of this Website is governed by these Terms of Use.
    2. Ushift 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.
    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 Ushift and do not form part of the Website. You agree that you will not hold Ushift liable or in any way accountable for anything that occurs on any Third-Party Site.
  3. Acceptance
    1. In order to use this Website, you must first agree to the Terms of Use.
    2. You accept the Terms of Use by:
      1. creating a User Profile in the manner set out in Clause 4 below; and/or
      2. clicking to accept/agree to the Terms of Use.
    3. Notwithstanding clause 3.2, you may not accept the Terms of Use or access the Website if:
      1. you are not of legal age to form a binding contract with Ushift; or
      2. you are a person barred from entering into contracts under legislation, in which case, you must immediately leave the Website.
    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
    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 Shift Provider account.
    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.
    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 Shift 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. 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. Ushift 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. Shift Requests
    1. When you receive a Shift Request, you can confirm your acceptance of the Shift Request by notifying Ushift either through the Website, e-mail, SMS or telephone.
    2. Ushift in its absolute discretion may not submit Shift Requests to you and this Agreement does not oblige it to provide any minimum number of Shift Requests.
    3. You are free to accept or decline a Shift Request in your sole discretion.
    4. Should you decide to accept a Shift Request, Ushift must be notified either through the Website, e-mail, SMS or telephone. Shift Requests are sent to multiple Shift Providers at the same time; the first Shift Provider to respond will receive the Booking.
    5. Upon your acceptance of the Shift Request in accordance with the clause above, you acknowledge and agree that a Working Agreement between yourself and the Customer will come into effect immediately and you authorize Ushift to provide your contact details to the Customer.
  6. Shift Provider
    1. You are required to provide Ushift with the following information for Ushift's database records prior to Ushift submitting Shift 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 Working Services; Eligibility of Spent Record;
      • Proof of Singaporean Citizenship / Permanent Residency;
    2. If any of the documents listed in clause 6.1 above have expired, changed or have been renewed, you must advise Ushift of the:
      1. expiration, two (2) days prior to the expiration; or
      2. change, as soon as practicable, but no longer than 24 hours after the change; or
      3. renewal, within two (2) days of the renewal
      and provide evidence of the above as requested by Ushift.
    3. You acknowledge that you have full power, authority, right and capacity to perform your obligations under the Agreement and the Working Agreement.
    4. You will not contract with the Customer separately to provide the Shift Services, while this Agreement is in force.
    5. In accepting the Shift Request, you agree to the following:
      1. provide the Shift Services and if applicable, the Extras to the Customer in accordance with the Shift Request;
      2. carry out the Shift Services with all due care and skill and to the standard reasonably required;
      3. take all necessary steps to avoid any loss and/or damage to the Customer or the Customer'sproperty;
      4. deliver the Shift Services promptly and professionally;
      5. ensure that the Address is safe and to conduct your own work health and safety risk assessments of the Address prior to performing the Shift Services;
    6. You further agree that in accepting the Shift Request that the booked duration is an appropriate timeframe in which you can effectively and efficiently complete the Shift Services.
    7. If Ushift is advised by the Customer that you have not performed the Shift Services to a reasonable standard, it will forward this information to you. You agree to negotiate with the Customer in good faith to either:
      1. achieve an agreement on reduced time or payment for the Shift Service Fee.
      2. a replacement Working at no cost to complete the Shift Services to a satisfactory degree as determined by the customer.
  7. Provision of
    1. In facilitating the provision of the Shift Services, Ushift undertakes security checks on all potential Shift 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 Shift Services can only be provided by an approved Shift Provider that accepts the Shift Request.
  8. Payment
    1. Ushift will appoint a Payment Agent and, on behalf of the Shift Provider, charge the Customer the Shift Service Fee for the performance of the Shift Services.
    2. The Shift Provider acknowledges that Ushift has the right to update the Shift Service Fee at its sole discretion. The Shift Provider shall be free to decide at all times whether it wishes to accept the Shift Request.
    3. Ushift may set differential Shift Service Fees for the performance of the Shift Services and for the performance of the Shift Services on a recurring basis.
    4. Ushift acts as a payment facilitator for the Shift Provider. Ushift will invoice Customers on behalf and in the name of the Shift Provider after the successful delivery and notification of the completed Shift Services in accordance to the Customer's Shift Request.
    5. The Shift Provider will confirm the accuracy and completeness of invoices for Shift Services it has provided no later than 21 days after the provision of Shift Services.
      1. Failure to confirm invoices within 21 Days will mean that no invoice is issued for a Shift Service and no Shift Service Fee collected by Ushift on behalf of the Shift Provider. Ushift will notify the Shift Provider of outstanding invoice confirmations.
      2. Upon investigation and validation by Ushift, the confirmation of misrepresented invoices by the Shift Provider, regardless of intent, will constitute as a deliberate and willful act of fraud and result in sanctions against the Shift Provider to be determined at the sole discretion of Ushift.
    6. Ushift will enable the Shift Provider to access an online archive of all invoices that Ushift issues on behalf and in the name of the Shift Provider to the Customers in accordance to clause 8.4. If the Shift Provider disputes an invoice, it must notify Ushift within seven (7) days of receiving the copy of the invoice.
    7. The Shift Provider acknowledges that, subject to clause 8.1, all Shift Service Fees collected by Ushift on behalf of the Shift Provider will be transferred to the appointed bank account of the Shift Provider within three (3) working days of the following dates:
      1. on the 1st day of the month ("First Processing Date"); and
      2. on the 16th day of the month ("Second Processing Date") ("Payment Cycle")
      On the First Processing Date, Ushift will initiate a bank transfer of all collected Shift Service Fees held by it on behalf of the Shift Provider for Shift Services completed in the period of (the 16th day of the month Ð Last day of the month) in the month prior to the First Processing Date.
      On the Second Processing Date, Ushift will initiate a bank transfer of all collected Shift Service Fees held by it on behalf of the Shift Provider for Shift Services completed in the period of (the 1st day of the month Ð 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. The Shift Provider irrevocably authorizes Ushift to deduct the Commission, payable by the Shift Provider to Ushift, from the Shift Services Fee collected.
    9. If a Customer notifies Ushift that the Shift Services were not performed in accordance with the Working Agreement, the Shift Provider acknowledges and agrees that Ushift will not issue an invoice to the Customer or attempt to claim from the Customer any Shift Service Fee referable to the disputed Shift Services until the dispute is resolved between the Customer and the Shift Provider.
    10. The Shift Provider acknowledges and agrees that:
      1. Ushift will not be liable for any Shift Service Fee that any Customer fails to pay or that it, for any reason, does not receive from any Customer; and
      2. the Shift Provider will not make any claim against Ushift for the non- payment or non-receipt of any Shift Service Fee.
    11. If a Customer fails to meet its obligations under the Working Agreement, including payment of the Shift Service Fee, Ushift shall not be obliged to collect any outstanding fees. The Shift Provider shall have all rights available at law to take legal action against the Customer. The Shift Provider shall notify Ushift at least seven (7) days prior to initiating any legal action.
    12. Ushift may withhold, retain or set off from any Shift Service Fees due to the Shift Provider under this Agreement to protect it against any costs, charges, expenses and damages for which the Shift Provider is liable under or in connection with this Agreement. This right to withhold, retain or set off does not limit Ushift's right to recover those amounts in any other way.
    13. In the event of a complaint by a Customer with respect to any damage to Customer property or premises, Ushift may deduct from the collected Shift Service Fees otherwise due to the Shift Provider a reasonable sum at its discretion pending full investigation and resolution of the damage complaint.
    14. The Shift Provider will strictly refrain from collecting the Shift Service Fee in cash or otherwise directly from the Customer. Ushift reserves the right to withhold, retain or set off the equivalent of the amount collected from any present or future Shift Service Fees otherwise due to the Shift Provider. In addition, Ushift reserves the right to impose sanctions on the Shift Provider at its discretion.
  9. Cancellations
    1. The Customer can cancel and amend an Event on the Website, free of charge, up to forty-eight (48) hours before the Event. Ushift will notify the Shift Provider of any cancellation or amendment of a Booking as soon as practicable.
    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. Ushift will notify the Shift Provider as soon as practicable and will include the cancellation fee, less Ushift's Commission, in the total amount to be processed during the next earliest Processing Date.
    3. If the Shift Provider is unable to attend a confirmed Event, it must notify Ushift as soon as practicable. Successful receipt of the notification will be determined as at the point in time by which Ushift acknowledges the notification.
      1. Notification received by Ushift more than forty-eight (48) hours before the Scheduled Shift Time:
        No charge.

      2. Notification received by Ushift within forty-eight (48) to twenty-four (24) hours before the Scheduled Shift Time:
        Ushift will deduct, from the total amount of collected Shift Service Fees due to the Shift Provider for the present payment cycle, the equivalent of one (1) hour of the relevant Shift Service Fee less Ushift's Commission as a penalty ("ST Penalty").

      3. Notification received by Ushift within twenty-four (24) hours before the Scheduled Shift Time:
        Ushift will deduct, from the total amount of collected Shift Service Fees due to the Shift Provider for the present payment cycle, the equivalent of two and a half (2.5) hours of the relevant Shift Service Fee less Ushift's Commission as a penalty ("UST Penalty").

      4. Notification not received by Ushift as at the start of the Scheduled Shift Time to any time thereafter of the confirmed Event:
        Ushift will deduct, from the total amount of collected Shift Service Fees due to the Shift Provider for the present payment cycle, the full amount of the relevant Shift Service Fee less Ushift's Commission as a penalty ("No-show Penalty").

      Ushift 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
    1. Ushift may, from time to time, run promotional campaigns to market its Website by discounting the Shift Services Fee.
    2. Ushift shall offset the difference, at its sole expense, in the discounted Shift Service Fee collected and ensure that the Shift Provider receives an amount equivalent to the Shift Service Fee due for, all other things being equal, an undiscounted Event.
  11. Intellectual Property
    1. Neither Party shall use the Corporate Identity of the other Party without the prior written consent or unless provided for in this Agreement.
    2. Each Party shall comply with the other Party's reasonable guidelines and instructions for the use of its Corporate Identity.
    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.
    4. Neither Party shall, without obtaining the other Party's prior written consent, authorize any third parties to use any of the Corporate Identity of the other Party.
    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.
    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.
    7. The provisions of this clause (11) shall survive the expiry or termination of this Agreement.
  12. Confidential Information
    1. The Parties shall keep all Confidential Information confidential and use the Confidential Information only in fulfilling its obligations under this Agreement.
    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).
    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.
    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.
    5. On the termination of this Agreement, the Shift Provider shall return to Ushift any Confidential Information (in whatever format, however stored) belonging to Ushift.
    6. This clause (12) will survive the termination of this Agreement.
  13. Termination
    1. Either Party may terminate this Agreement at any time on the giving of one (1) working day's written notice.
    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.
    3. This Agreement may be terminated immediately by Ushift by providing written notice to the Shift Provider if:
      1. in the sole opinion of Ushift, the Shift Provider has been incompetent or grossly negligent in the provision of its obligations in accordance with this Agreement;
      2. The Shift Provider becomes or may become bankrupt;
      3. The Shift Provider suffers or permits the appointment of a receiver, trustee, judicial manager or such similar officer over any of its business or assets;
      4. The Shift 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;
      5. if the Shift Provider or any persons acting on behalf of the Shift 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;
      6. if from any cause whatsoever the Shift Provider is prevented from performing its duties pursuant to the Agreement;
      7. in the sole opinion of Ushift, the Shift Provider is guilty of any conduct which is prejudicial to Ushift or its business interests; and/or
      8. if the Shift 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 Shift Provider or persons acting on his behalf (whether with or without the knowledge of the Shift Provider).
    4. Upon written notice by Ushift under clause 13.3, the Shift Provider's obligations shall cease immediately. Ushift has the right to recover damages in respect of any antecedent breach of this Agreement. The Shift Provider shall not be entitled by reason of such determination to any right of action or remedy against Ushift.
    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
    1. Each Party represents and warrants to the other Party that:
      1. it has the legal capacity to enter into and perform this Agreement and all the transactions contemplated by this Agreement;
      2. 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
      3. this Agreement is duly executed by it and is valid and binding upon it.
    2. The Shift 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 Ushift, its officers, servants or agents whom in any event the Parties acknowledge are not qualified to provide such legal advice.
    3. Ushift does not warrant or make any representation to the Shift Provider that Ushift will provide the Shift Provider with a minimum number of bookings.
  15. Damages and Limitation of
    1. The Shift Provider agrees to indemnify Ushift 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 Shift Provider, its servants, or agents, or a breach of the Shift Provider's obligations under the Working Agreement or this Agreement. This indemnity will not be defeated or reduced by any reason of negligence, omission or default by Ushift, its servants or agents.
    2. The Shift Provider agrees to the extent permitted by law that it will not have or make any claim against Ushift, its servants or agents for personal injury or death or for property loss or damage suffered by the Shift Provider, its servants or agents arising out of or as a consequence of the performance of the Working 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 Ushift, its servants or agents.
  16. Independence
    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).
    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.
    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
    1. Notwithstanding the terms of clause 16, the Shift 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 Shift Provider by Ushift during the term of the Agreement and with whom the Shift Provider was engaged, involved or dealt with or about which or whom the Shift Provider received Confidential Information by virtue of its association with Ushift.
    2. If the Shift Provider breaches the terms of clause 17.1 then, it shall pay to Ushift 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
    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:
      1. Income tax;
      2. Payroll tax;
      3. GST;
      4. CPF;
      in connection with the services under this Agreement. For the avoidance of doubt, this includes any lodgment 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
    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:
      1. Annual leave;
      2. Personal leave;
      3. Maternity leave;
      4. Hospitalization leave;
      5. Medical leave; or
      6. Unpaid leave;
  20. Referrals
    1. If the Shift Provider refers to Ushift another Shift Provider and the referred entity enters into a Service Agreement with Ushift and has:
      1. not previously entered into an agreement with Ushift;
      2. not previously been accepted by Ushift as a Shift Provider and
      3. not been referred or introduced to Ushift by any other individual;
      4. satisfied all of Ushift's requirements and received three (3) positive reviews from Customers (subject to the sole discretion and final decision of Ushift).
      Ushift shall pay a fee to the referrer in accordance with clause 20.2
    2. Subject to clause 20.1, Ushift will pay the Shift Provider a specific amount to be defined for each successfully referred Shift Provider.
    3. Payment for referral fees shall be included in the total amount due to the Shift Provider for next earliest processing date.
    4. The Shift Provider acknowledges and agrees that Ushift reserves the right for the final decision regarding the eligibility of a Shift Provider to receive payment for referred Shift Providers.
    5. The Shift Provider agrees to the extent permitted by law that it will not have or make any claim against Ushift nor hold Ushift liable regarding Referral payments.
  21. Bonuses
    1. From time to time and in its sole discretion, Ushift may pay the Shift Provider bonuses based on its Working performance and conduct.
    2. Ushift shall ensure that any schemes involving bonuses are communicated to the Shift Provider in a reasonably practicable manner.
    3. All terms and conditions of bonus programs and relevant bonus payments are subject to modification at the absolute discretion of Ushift without obligation to the Shift Provider.
    4. The Shift Provider agrees to the extent permitted by law that it will not have or make any claim against Ushift nor hold Ushift liable regarding bonus payments including, but not limited to:
      1. Amount of payment
      2. Terms of payment
      3. Eligibility of payment
    5. The Shift Provider acknowledges and agrees that all decisions made regarding bonus payments by Ushift remain final and non-negotiable.
  22. Force Majeure
    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:
      1. then such delay of performance shall not be deemed to be a breach of this Agreement;
      2. no loss or damage shall be claimed by a Party from the other by reason thereof; and
      3. the Parties shall use their best endeavors to minimize and reduce any period of suspension occasioned by any event of Force Majeure.
    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
    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. Provisions
    1. Time is of the essence in the performance by the Parties of their obligations under this Agreement.
    2. This Agreement must not be amended except by an instrument in writing signed by each of the Parties to this Agreement.
    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.
    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.
    5. If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
    6. This Agreement may be executed in any number of counterparts and all such counterparts when executed and taken together will constitute this Agreement.
    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.
    8. No right under this Agreement is deemed to be waived except by notice in writing to that effect signed by each party.
    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.
    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.
    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.