GENERAL TERMS OF USE
1 Introduction
1.1 These Terms of Use govern the access by Users, from within Singapore, of the Platform (as defined below) and the Service (as defined below) made available by Ovvy (as defined below)
1.2 Please read these Terms of Use carefully. By using the Platform (as defined below) and the Service (as defined below), Users agree that Users have read and understood the terms in these Terms of Use which are applicable to Users. These Terms of Use and the Policies (as defined below) constitute a legally binding agreement (“Agreement“) between Users and Ovvy (as defined below). The Agreement applies to Users’ use of the Service provided by Ovvy. If Users do not agree to the Terms of Use please do not use or continue using the Application (as defined below) or the Service.
1.3 Supplemental terms may apply to certain services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to Users as applicable. Supplemental terms shall prevail over these Terms of Use in the event of conflict with respect to the applicable aspect of the Service.
1.4 Ovvy may amend the terms in the Agreement at any time. Such amendments shall be effective once they are posted on the Application. It is Users’ responsibility to review the Terms of Use and Policies regularly. Users’ continued use of the Service after any such amendments, whether or not reviewed by Users, shall constitute Users’ agreement to be bound by such amendments.
1.5 OVVY PROVIDES A PLATFORM FOR USERS TO OBTAIN OR PROCURE SERVICES. DEPENDING ON THE SERVICE IN QUESTION, THE SERVICES MAY BE SUPPLIED BY OVVY OR A THIRD PARTY PROVIDER. WHERE THE SERVICE IS PROVIDED BY A THIRD PARTY PROVIDER, OVVY’S ROLE IS MERELY TO LINK THE USER WITH SUCH THIRD PARTY PROVIDER. OVVY IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY THIRD PARTY PROVIDER, AND ANY LIABILITY IN RELATION TO SUCH SERVICES SHALL BE BORNE BY THE THIRD PARTY PROVIDER. THIRD PARTY PROVIDERS SHALL NOT REPRESENT TO BE AN AGENT, EMPLOYEE OR STAFF OF OVVY AND THE SOLUTIONS PROVIDED BY THIRD PARTY PROVIDERS SHALL NOT BE DEEMED TO BE PROVIDED BY OVVY.
2 Definitions
2.1 In these Terms of Use, the following words shall have the meanings ascribed below:
2.1.1 “Application” means the mobile application(s) made available for download by Ovvy (or its licensors) to Users and Third Party Providers respectively;
2.1.2 “End-User” means the User who requests/purchases Solutions from Third Party Provider;
2.1.3 “Ovvy” means:
(a) Ovvy Pte Ltd (UEN 201605825D), a company incorporated pursuant to the laws of Singapore;
2.1.4 “Personal Data” is any information which can be used to identify Users or from which Users are identifiable, whether from that information alone or from that information and other information that we are likely to have access to. This includes but is not limited to Users’ name, nationality, telephone number, bank and credit card details, email address, Users’ image, government-issued identification numbers, biometric data, race, date of birth, marital status, and health information;
2.1.5 “Personal Data Protection Policy” means our privacy policy at Schedule 1 as amended from time to time;
2.1.6 “Platform” means the relevant Ovvy technology platform, portal or website that, when used in conjunction with the Application, enables Users to request or access Solutions;
2.1.7 “Policies” means the following:
(a) the Personal Data Protection Policy In Schedule 1; and
(b) all other forms, policies, notices, guidelines, frequently asked questions (FAQs), in-app or website product/service descriptions and information cards provided to Users or made available on the Application, Platfrom or Services.
2.1.8 “Service” means the linking of Users to Third Party Providers or other Users through the Application, Platform and/or Software, as further specified in Clause 3;
2.1.9 “Software” means any software associated with the Application which is supplied or made available for download and installation by Ovvy;
2.1.10 “Solutions” means the services which are made available to Users through the Service (each a “Solution”);
2.1.11 “Third Party Provider” means the independent third parties who bid for and provide the relevant Solutions to End-Users through the Service;
2.1.12 “User” means any person who uses the Application, Platform and/or Software to search for and obtain the Solutions; and
2.1.13 “User Charges” shall mean charges incurred by Users for the Solutions obtained through the use of the Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the Service or Solutions.
3 Service
3.1 Ovvy will provide the Service to Users under this Agreement. The Service constitutes the provision of the Platform which will enable End-Users access to and use of the Application to:
3.1.1 contact, engage with and schedule the delivery of Solutions from Third Party Providers; and
3.1.2 facilitate payments for Solutions offered by Third Party Providers.
3.2 For Third Party Providers, the Services in the form of provision of the Platform will enable Third Party Providers access to and use of the Application to:
3.2.1 fulfill Solutions requests made by End-Users by enabling the Third Party Provider to bid for Solution requests made by the End-Users.
3.2.2 arrange and schedule delivery of Solutions with End-Users;
3.2.3 determine the amount to be paid by End-Users to Third Party Provider for the Solutions;
3.2.4 take measures to maximise Third Party Providers earning potential through the use of the Service; and
3.2.5 facilitate receipt of payments from End-Users for Solutions offered by Third Party Providers via generation of receipts for those payments.
3.3 Third Party Providers consent to allowing Ovvy, either directly or through an independent third party agency, to conduct a background verification of the Third Party Providers’ company or identity (as the case may be), government approvals and licences, litigation or criminal history, address details and any other information as may be determined by Ovvy as part of its policies, or as may be required by applicable law.
3.4 One person can only create and hold one account under the Application. An End-User can also be a Third Party Provider and vice versa, and there need not be separate accounts for End-User and Third Party Provider.
3.5 When an End-User selects a particular bid by the Third Party Provider, a direct legal contract is formed between the Third Party Provider and the End-User (a “Contract”) at the bid price offered by the Third Party Provider (“Agreed Price”). These prices will be displayed in the Application in Singapore Dollars (SGD).
3.6 Ovvy charges End-Users a facilitation fee (“Facilitation Fee”) which is automatically included in the Agreed Price by the Application. This means to say that the End-Users will pay the Agreed Price ONLY.
3.7 While Ovvy charges a Facilitation Fee, it is not part of the Contract or legal relationship established between the Third Party Provider and the End-User, and Ovvy is merely acting as a broker to facilitate the transaction between the Third Party Provider and the End-User.
3.8 The Third Party Provider is solely responsible for fulfilling the obligations in the Contract between Third Party Provider and the End-User.
3.9 Ovvy will only rely on written message sent and exchanged via the Applications in-built chat function (“Chat Messages”) for the purposes of facilitating the usage of the Application by the Users, and also in the event of disputes.
3.10 The Service is made available to Users on an “as is” basis, and solely for Users personal use. Users acknowledge that Ovvy does not provide any of the Solutions that Third Party Providers offer to End-Users via the Platform and that Ovvy does not function as a provider of the particular Solutions that Third Party Providers offer to End-Users via the Platform.
3.11 Users further acknowledge that Ovvy does not own or regulate the Third Party Providers and no employment relationship exists between Ovvy and each of the Third Party Providers. Ovvy therefore accepts no liability or responsibility for the Solutions provided by Third Party Providers, for which the relevant Third Party Providers shall be solely responsible.
4 Representations, Warranties and Undertakings
4.1 By using the Service, Users represent, warrant / undertake that:
4.1.1 Users have legal capacity to enter into the Agreement and that Users are at least eighteen (18) years old. Users cannot enter into the Agreement if Users are below eighteen (18) years old;
4.1.2 All the information which Users provide shall be true and accurate;
4.1.3 Users will only use the Application, Platform and Service for their intended and lawful purposes;
4.1.4 Users will keep Users’ account password or any identification we provide Users which allows access to the Service secure and confidential;
4.1.5 Users agree to notify us immediately of any unauthorized use of Users’ account or any other breach of security;
4.1.6 Users will not try to interrupt or harm the Service, Application and/or the Software in any way;
4.1.7 Users will not attempt to commercially exploit any part of the Application without our permission, including without limitation modify any of the Application’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission;
4.1.8 Users shall not impair or circumvent the proper operation of the network which the Service operates on;
4.1.9 Users will not authorize others to use Users’ identity or user status, and Users may not assign or otherwise transfer Users’ user account to any other person or entity;
4.1.10 Users will provide us with whatever proof of identity or any other documents, permits, licenses or approvals which we may reasonably request or require;
4.1.11 Users will not use the Application for sending or storing any unlawful material or for fraudulent purposes;
4.1.12 Users will not use the Application and/or the Software to cause nuisance or behave in an inappropriate or disrespectful manner towards Ovvy or any third party;
4.1.13 When using the Service, Users agree to comply with all laws applicable to Users and/or Users’ use of the Service;
4.1.14 Users will not copy, or distribute the Software or other content without written permission from Ovvy;
4.1.15 Users will provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update Users’ information in a timely manner to keep it accurate, current and complete at all times during the term of the Agreement. Users agree that Ovvy may rely on Users’ information as provided by Users to be accurate, current and complete. Users acknowledge that if Users’ information is untrue, inaccurate, not current or incomplete in any respect, Ovvy has the right but not the obligation to terminate this Agreement and Users’ use of the Service at any time with or without notice;
4.1.16 Users will only use an access point or data account which Users are authorized to use;
4.1.17 Users agree that the Service is provided on a reasonable effort basis;
4.1.18 Users agree that Users’ use of the Service will be subject to the Policies as may be amended from time to time;
4.1.19 Users agree to assist Ovvy with any internal or external investigations as may be required by Ovvy in complying with any prevailing laws or regulations in place;
4.1.20 Users agree to assume full responsibility and liability for all loss or damage suffered by yourself, Ovvy or any other party as a result of Users’ breach of this Agreement;
4.1.21 Users will not utilise modified devices or applications with the intent of evading detections or facilitating any activities intended to defraud Ovvy or to disrupt the natural functions of the Application;
4.1.22 Users’ use of the Service is, unless otherwise allowed by Ovvy, for Users’ own sole, personal use or, where permitted, for the use of another person who is at least twelve (12) years old (“Minor“), in which case Users shall assume primary responsibility of the Minor;
4.1.23 Users shall not contact the Third Party Provider for purposes other than the Service (and vice versa);
4.1.24 Users shall not intentionally or unintentionally cause or attempt to cause damage to the Third Party Provider (and vice versa);
4.1.25 Where applicable, Users will not create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed on the Application or Platform except for Users’ personal, non-commercial use;
4.1.26 Where applicable, Users will not copy any content displayed through the Application or Platform, including any third party product content and reviews, for republication in any format or media;
4.1.27 Users acknowledge and agree that Users should only register and maintain only one (1) account with Ovvy;
4.1.28 Users are aware that when requesting Solutions by using the Service, standard telecommunication charges may apply; and
4.1.29 Users agree that Ovvy may, based on its sole discretion, consider an account to be dormant if there has been no transaction made by Users on Users’ user account for a period of six (6) months from the last date of transaction and deactivate or restrict access to Users’ user account.
4.2 In addition, to the above, by using the Service, Third Party Providers represent, warrant / undertake that:
4.2.1 It has to be eligible to be employed or to carry out gainful employment or work activities in Singapore;
4.2.2 It will the deliver the Solutions offered with reasonable skill and care and in accordance with normal industry standards;
4.2.3 If the Solutions to be provided require certain official qualification or certification on the part of the person providing the Solutions, it represents and warrants that the person has such qualification or certification;
4.2.4 It shall obey all local laws related to the provision of the Third Party Providers’ Solutions and will be solely responsible for any violations of such local laws;
4.2.5 It shall not contact Users for purposes other than in connection with the Service;
4.2.6 It is aware that when responding to End-Users, standard telecommunication charges may apply which shall be solely borne by it;
4.2.7 If it is are required to and do sign up for an account on behalf of Third Party Providers’ employer, Third Party Providers’ employer shall be the owner of the account, and it represents and warrants that it has the authority to bind its employer to the Agreement;
4.2.8 It is strictly forbidden to use the Service for other purposes such as but not limited to data mining of Ovvy’s information or information related to the Application or the Service. A breach hereof constitutes a grave offence and may be treated as industrial espionage or sabotage, and Ovvy reserves the right to take such action as may be appropriate or permitted under the law against it, and/or any person, whether natural or artificial, directing or instructing it, in the event it uses the Service other than for the purpose for which it is intended to be used;
4.2.9 It is and will remain duly organised, validly existing and in good standing under the laws of Third Party Providers’ country of incorporation; and
4.2.10 It is not insolvent and no insolvency or winding-up proceedings or any analogous proceedings have been commenced against it in any jurisdiction.
5 Compatibility
Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Application, Platform and/or Software. While we continuously develop the Application, Platform and Software in order to, as far as possible, support all commonly used devices and models in markets and all browsers where the Application and Platform are likely to be accessed from, we do not warrant compatibility of the Application, Platform and/or Software with specific mobile devices or other hardware. Therefore, Ovvy shall not be responsible or liable for compatibility issues.
6 License Grant and Restrictions
6.1 Ovvy and its licensors, where applicable, grant Users a revocable, non-exclusive, non-transferable, limited license to use and access the Application and/or the Software to use the Service, subject to the Terms of Use. All rights not expressly granted to Users are reserved by Ovvy and its licensors.
6.2 Users shall not:
6.2.1 license, sublicense, sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application and/or the Software in any way;
6.2.2 modify or make derivative works based on the Application and/or the Software;
6.2.3 “mirror” the Application / Software on any other server or wireless or internet-based device;
6.2.4 except to the extent such restriction is prohibited under applicable law, disassemble, decompile, reverse engineer, decrypt or attempt to derive and code or extract software from, the Application or any software or services made available on or through the Application;
6.2.5 use any manual or automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, (a) to unduly burden or hinder the operation and/or performance of the Application; (b) to conduct data mining or scraping activities; or (c) in any way reproduce or circumvent the navigational structure or presentation of the Application or its content;
6.2.6 post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights;
6.2.7 remove any copyright, trademark or other proprietary rights notices contained on the Application or Platform; or
6.2.8 use the Application or Platform in any manner which is in competition with Ovvy.
6.2.9 use the Application to: (a) send spam or otherwise duplicative or unsolicited messages; (b) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights; (c) send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Application or the data contained therein; (e) attempt to gain unauthorized access to the Application or its related software, systems or networks; (f) impersonate any person or entity or otherwise misrepresent Users’ affiliation with a person or entity; or (g) engage in any conduct that could possibly damage our reputation or amount to being disreputable.
7 Payments – End-Users
7.1 End-Users are required to make full payment of the User Charges upon confirmation or booking of the Third Party Provider for the required Solution through one of the automated payment methods available to End-Users on the Application. Any payment pursuant to such selection is non-refundable and irrevocable.
7.2 Automated payment may be made by credit card and or debit card, through STRIPE, or any new payment gateway which may be used in addition to or in substitution of STRIPE. The terms of these non-cash payments made by End-Users through the Application will be governed by the terms of use made available to End-Users over the Platform.
7.3 End-Users have the option to pre-set a default “tip” amount of Users’ choosing when End-Users pay for the Solution. This will automatically be included in the User Charges after the Solution has been provided and given to the Third Party Provider unless End-Users choose to change the amount or remove the tip.
7.4 Once End-Users confirm or book a Solution, End-Users will make payment for the User Charges. Ovvy will hold this sum in escrow on behalf of the Third Party Provider until the Solution is completed. Upon the completion of the Solution, End-Users will need to confirm that the Solution is completed. Once that is done, the User Charges (after deduction of the Service Fee) shall be transferred to the Third Party Provider. If End-Users did not so confirm, Ovvy will deem the Solution to have been completed 24 hours after the Third Party Provider confirmed that the Solution has been completed. The User Charges (after deduction of the Service Fee) shall then be transferred to the Third Party Provider.
7.5 While End-Users or the Third Party Provider may cancel a booking, the cancellation shall be based on acceptable cancellation reasons as shown in the Application, if any. Ovvy reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if Users’ access to the Service will be temporarily restricted.
7.6 If the Third Party Provider makes the cancellation, a full refund of the Agreed Price will be made to End-Users within 3 to 7 working days.
7.7 If End-Users indicate on the Application that a Contract was unfulfilled, the Third Party Provider will receive a notification that such a Contract was unfulfilled. If the Third Party Provider did not dispute End-Users’ claim of unfulfilled Contract within 24 hours of our notification to the Third Party Provider, the Agreed Price shall be refunded to End-Users in full within 3 to 7 working days.
8 Payment – Third Party Provider
8.1 All payments conducted over the Platform will be operated and managed via STRIPE, or any new payment gateway which may be used in addition to or in substitution of STRIPE. The commission and other fees which Third Party Providers pay Ovvy for the Service are due immediately on closing of each transaction the Third Party Providers enter into with an End-User and are strictly non-refundable (“Service Fee”). This no-refund policy shall apply at all times regardless of the Third Party Providers’ decision to terminate the Third Party Providers’ access to the Application / Platform, our decision to terminate or suspend the Third Party Providers’ access to the Application / Platform, disruption caused to the Service whether planned, accidental or intentional, or any reason whatsoever.
8.2 Once an End-User accepts a Solution, the End-User will make payment for the User Charges. Ovvy will hold this sum in escrow on behalf of the Third Party Providers until the Solution is completed. Upon the completion of the Solution, the Third Party Providers will need to mark the Solution as completed OR the End-User must confirm that the Solution is completed. Once that is done, the User Charges (after deduction of the Service Fee) shall be transferred to the Third Party Providers. If the Third Party Providers mark the the Solution as completed, and the End-User did not so confirm, Ovvy will deem the Solution to have been completed 24 hours after the Third Party Providers’ confirmation that the Solution has been completed, and the User Charges (after deduction of the Service Fee) shall be transferred to the Third Party Providers.
8.3 THIRD PARTY PROVIDERS ACKNOWLEDGE AND CONFIRM THAT THE PAYMENT SERVICE PROVIDER MAY ADMINISTER AND ACT AS YOUR COLLECTION AGENT TO PAY TO THE THIRD PARTY PROVIDERS THE TOTAL AMOUNT OF USER CHARGES DUE TO THE THIRD PARTY PROVIDERS IN RESPECT OF THE THIRD PARTY PROVIDERS’ PROVISION OF THE SOLUTION.
8.4 Ovvy retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where the Third Party Providers and/or the End-User have breached any of the Terms of Use. In such an event, the Third Party Providers shall not hold Ovvy liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to the Third Party Providers.
8.5 Ovvy may, at its sole discretion, make promotional offers with different features and different rates on the Solutions to any of the Users whereby these promotional offers shall accordingly be honored by the Third Party Providers. Ovvy may change the Service Fee rate at any time at its sole discretion.
8.6 The End-Users rely on the Third Party Providers for delivery or provision of the Solutions. The Third Party Providers agree that high and/or frequent cancellation rates or ignoring the Users’ bookings will impair the Users’ experience and negatively impact the reputation and branding of Ovvy.
8.7 While the Third Party Providers or the End-User may cancel a booking, the cancellation shall be based on acceptable cancellation reasons as shown in the Application, if any. Ovvy reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if your access to the Service will be temporarily restricted.
8.8 If the Third Party Providers make the cancellation, a full refund of the Agreed Price will be made to the End-User within 3 to 7 working days.
8.9 If an End-User indicates on the Application that a Contract was unfulfilled, the Third Party Providers will receive a notification that such a Contract was unfulfilled. If the Third Party Providers did not dispute the End-User’s claim of unfulfilled Contract within 24 hours of our notification to the Third Party Providers, the Agreed Price shall be refunded to the End-User in full within 3 to 7 working days.
9 Loyalty Programme and Promotions for Users
9.1 If indicated as such during Users’ use of the Application, Users will automatically be a member of any loyalty programme operated by Ovvy and/or its affiliate companies.
9.2 The terms of such loyalty programme will be governed by specific terms of use, if any, which shall be in addition to the Terms of Use herein.
9.3 From time to time, Ovvy may run marketing and promotional campaigns which offer voucher codes, discounts, subscription plans or other promotional offers to be used on the Platforms (“Vouchers“). Vouchers are subject to validity periods, redemption periods, limits and/or other availability. Vouchers may not be valid when used in conjunction with other promotions, discounts or other vouchers. Additional terms and conditions may apply to Vouchers. Unless otherwise stated, Vouchers can only be used on our Platforms. Vouchers are non-transferable, non-exchangeable, non-refundable and cannot be exchanged for cash. Ovvy may withdraw, amend and/or alter any applicable terms and conditions of the promotions or subscriptions at any time without prior notice. Ovvy may also void, discontinue or disqualify any User from any promotion or subscription plan without prior notice in the event that that User breaches any part of these Terms of Use.
10 Ratings
10.1 End-Users and Third Party Providers may be allowed to rate each other in respect of Solutions provided.
10.2 The rating function will only be enabled upon the Solution being performed by the Third Party Provider.
10.3 Every rating will be automatically logged onto Ovvy’s system and Ovvy may analyse all ratings received. Ovvy may take all appropriate actions including suspending Users use of the Service without any notice or compensation to Users.
10.4 Ovvy reserves the sole right to manage and moderate the content of the ratings and/or reviews without assigning any reasons for modifications or removals of such ratings and/or reviews, in the event Ovvy is of the view that the ratings or reviews are in breach of the Terms of Use herein, or affects the goodwill and reputation of Ovvy.
11 Complaints and Disputes
11.1 Any complaints between Third Party Providers and End-Users must be taken up with each other directly. Ovvy shall not be a party to such complaints, save that it may facilitate the informing of the complaint by the complainant to the other party.
11.2 Users agree that when disputes in relation to the provision of the Solution is brought to the attention of Ovvy, Users shall use best efforts to provide Ovvy with any information/document requested.
11.3 Users hereby irrevocably agree and acknowledge that Ovvy shall be the final arbiter in relation to any dispute between Users. Users shall unconditionally accept Ovvy’s decision in such a dispute and Ovvy shall not be liable in any manner whatsoever for any decisions made herein.
11.4 For avoidance of doubt, the reference to any decision made by Ovvy in this clause above shall include any decision made by Ovvy in relation to the release or refund of part of or all of the User Charges.
11.5 In the event any of the Users do not agree to this clause, Ovvy shall not have any obligation to make any decision on the dispute.
12 Intellectual Property Ownership
Ovvy and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Software and/or the Application and by extension, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Users or any other party relating to the Service and/or any Solution. The Terms of Use do not constitute a sale agreement and do not convey to Users any rights of ownership in or related to the Service, the Software and/or the Application, or any intellectual property rights owned by Ovvy and/or its licensors. Ovvy’s name, Ovvy’s logo, the Service, the Software and/or the Application and the Third Party Providers’ logos and the product names associated with the Software and/or the Application are trademarks of Ovvy or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term the Software and the Application herein shall include its respective components, processes and design in its entirety.
13 Third Party Provider Content
13.1 Ovvy may, in its sole discretion, permit Third Party Provider to submit, upload, publish or otherwise make available through the Platform textual, audio, and/or visual content and information, including commentary and feedback related to the Solutions, initiation of support requests, and submission of entries for promotional purposes (“Service Provider Content“). Any Service Provider Content provided by Third Party Provider remains the property of the Third Party Provider. However, by providing the Service Provider Content to Ovvy, the Third Party Provider grants Ovvy a worldwide, perpetual, irrevocable, transferable, royalty-free licence, with the right to sublicence, use, copy, modify, create derivative works of, distribute, publicly display, publicly perform and otherwise exploit in any manner such Provider Consent in all formats and distribution channels, including in connection with the Service, without further notice to or consent from the Third Party Provider, and without payment to the Third Party Provider or any other person or entity.
13.2 The Third Party Provider represents and warrants that, in relation to Service Provider Content:
13.2.1 it has all rights, licences, consents and releases necessary to grant Ovvy the licence to the Service Provider Content as set forth above; and
13.2.2 neither the Service Provider Content nor the Third Party Provider’s submission, uploading, publishing or otherwise making available of such Service Provider Content nor Ovvy’s use of the Service Provider Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
13.3 The Third Party Provider agrees not to provide Service Provider Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful or otherwise offensive, as determined by Ovvy in its sole discretion whether or not such material may be protected by law. Ovvy may monitor or remove Service Provider Content at its sole discretion at any time and for any reason, without notice to the Third Party Provider.
14 Taxes
14.1 Users agree that this Agreement is subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be applicable from time to time. Users shall comply with all applicable laws and take all steps required to enable, assist and/or defend Ovvy to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Service.
14.2 If you are a Third Party Provider, you are accountable and solely liable for paying any tax and statutory contributions due in respect of sums payable to you under or in connection with this Agreement.
15 Confidentiality
15.1 Users shall maintain in confidence all information and data relating to Ovvy, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to Users by or on behalf of Ovvy (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by Users from Ovvy, or any of its affiliate companies, or created in the course of this Agreement. Users shall further ensure that Users only use such confidential information in order to use the Service and shall not without Ovvy’s prior written consent, disclose such information to any third party nor use it for any other purpose.
15.2 The above obligations of confidentiality shall not apply to the extent that Users can show that the relevant information:
15.2.1 was at the time of receipt already in Users’ possession;
15.2.2 is, or becomes in the future, public knowledge through no fault or omission on Users’ part;
15.2.3 was received from a third party having the right to disclose it; or
15.2.4 is required to be disclosed by law.
16 Personal Data Protection Policy
16.1 Ovvy collects and processes Users’ Personal Data in accordance with its Personal Data Protection Policy. The Personal Data Protection Policy applies to all of Ovvy’s Services and its terms are made a part of this Agreement by this reference.
16.2 Please refer to Schedule 1 for Ovvy’s Personal Data Protection Policy.
17 Third Party Interactions
17.1 During use of the Service, Users may enter into correspondence or transactions with third parties, including Third Party Providers, who display or offer their goods and/or service through the Platform or Application. Any such communication or agreement is strictly between the Users and the applicable third party and Ovvy and its licensors shall have no liability or obligation for any such communication or agreement. Neither Ovvy nor any of its affiliate companies endorses any applications or sites on the Internet that are linked through the Platform or Application, and in no event shall Ovvy, its licensors or its affiliate companies be responsible for any content, products, services or other materials on or available from such sites or third party providers. Certain third party providers of transportation, goods and/or services may require Users’ agreement to additional or different terms of use and privacy policies prior to Users’ use of or access to such goods or services, and Ovvy is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between the Users and the Third Party Providers. Users acknowledge that such additional or different terms of use and privacy policies may apply to Users’ use of such third party services. Ovvy is not liable for any information that Users provide to or authorise us to provide to a third party, or for such third party’s collection, use and disclosure of such information.
17.2 Ovvy may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidize the Service and/or to earn additional revenue. If Users do not wish to receive such advertising and marketing, please refer to our Privacy Policy for instructions to unsubscribe or update Users’ privacy settings.
17.3 Users agree and allow Ovvy to compile and release information regarding Users and Users’ use of the Service as part of a customer profile or similar report or analysis. Users agree that it is Users’ responsibility to take all precautions in all actions and interactions with any third party Users interact with through the Service and/or advertising or marketing material supplied by third parties through the Service.
17.4 We may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties (“Third Party Links“). Such Third Party Links are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the content, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and Users agree that Users’ access to or use of such linked websites or content is entirely at Users’ own risk.
17.5 Users acknowledge that the Application utilises and modifies search results from Google Maps services and content, and that by using the Application, Users agree to comply with the terms and conditions of Google, if any.
18 Indemnification
18.1 By agreeing to the Terms of Use upon using the Service, Users agree that Users shall indemnify and hold Ovvy, its licensors and each such party’s affiliates, officers, directors, shareholders, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs and/or regulatory action) arising out of or in connection with: (a) Users’ use of the Service, the Platform, Software and/or the Application in Users’ dealings with the Third Party Providers or End-Users (as the case may be), third party merchants, providers, partners, advertisers and/or sponsors; (b) Users’ violation or breach of any of the Terms of Use, any third party terms and conditions or any applicable law or regulation, whether or not referenced herein; (c) Users’ violation of any rights of any third party, including Third Party Providers or End-Users arranged via the Service; or (d) Users’ use or misuse of the Service, the Platform, Software and/or the Application.
19 Disclaimer of Warranties
19.1 Ovvy makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Service, Software, Application or Platform. Ovvy does not represent or warrant that (a) the use of the Service, Software, Application or Platform will be secure, uninterrupted, free of errors or other harmful components, or operate in combination with any other hardware, software, system or data; (b) will meet Users’ requirements or expectations; (c) any stored data will be accurate or reliable; or (d) the quality of any products, services, information or other materials purchased or obtained by Users through the Application will meet Users’ requirements or expectations. The Service is provided to Users strictly on an “as is” basis. All conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby excluded to the extent permissible by law.
19.2 Ovvy makes no representation or warranty of any kind whatsoever, express or implied, in respect of Solutions provided by Third Party Providers or any Solutions procured through the use of the Service. Users agree that Users shall bear all risk arising out of Users’ use of the Service and any Solution provided by Third Party Providers and shall have no recourse to Ovvy in respect of the same.
20 Internet Delays
The service, platform, application and/or the software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by Users or the third party provider being faulty, not connected, out of range, switched off or not functioning. Ovvy is not responsible or liable for any delays, delivery failures, damages or losses resulting from such problems.
21 Limitation of Liability
21.1 UNLESS OTHERWISE STATED, AND TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIMS AGAINST OVVY BY USERS SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF ALL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM USERS IN UTILISING THE SERVICE DURING THE EVENT GIVING RISE TO SUCH CLAIMS. OVVY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY OR CAUSED TO USERS OR TO ANY PERSON FOR WHOM USERS HAVE BOOKED THE SERVICE OR SOLUTION, INCLUDING BUT NOT LIMITED TO:
21.1.1 LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE;
21.1.2 THE USE OR INABILITY TO USE THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE;
21.1.3 ANY RELIANCE PLACED BY USERS ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING; OR
21.1.4 AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN USERS, A USER AND THIRD PARTY PROVIDER, MERCHANT, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED TO BY THE SERVICE, THE APPLICATION AND/OR THE SOFTWARE, EVEN IF OVVY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21.2 OVVY DOES NOT WARRANT OR REPRESENT THAT IT ASSESSES OR MONITORS THE SUITABILITY, LEGALITY, ABILITY, MOVEMENT OR LOCATION OF ANY USERS OR THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS AND USERS EXPRESSLY WAIVE AND RELEASE OVVY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE USERS OR THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS.
21.3 OVVY WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN USERS, A USER AND THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. UNLESS USERS ARE A CORPORATE CUSTOMER WITH A CURRENT CORPORATE ACCOUNT WITH OVVY, OVVY CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN THE USER AND THE THIRD PARTY PROVIDERS OR OTHER USERS, INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. RESPONSIBILITY FOR THE DECISIONS USERS MAKE REGARDING SERVICES AND PRODUCTS OFFERED VIA THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH AND ON USERS. USERS EXPRESSLY WAIVE AND RELEASE OVVY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM THE USERS’ USE OF THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION, OR IN ANY WAY RELATED TO THE THIRD PARTIES INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS INTRODUCED TO USERS BY THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION.
21.4 THE QUALITY OF THE SOLUTIONS SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH SOLUTION TO THE USER. USERS UNDERSTAND THAT USERS USE THE SERVICE AT USERS’ OWN RISK.
22 Notice
Ovvy may give notice through the Application, electronic mail to Users’ email address in the records of Ovvy, or by written communication sent by registered mail or pre-paid post to Users’ address in the records of Ovvy. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or one (1) hour after sending (if sent by email). Users may give notice to Ovvy (such notice shall be deemed given when received by Ovvy) by letter sent by courier or registered mail to Ovvy using the contact details as provided in the Application.
23 Assignment
Unless otherwise stated herein, these Terms of Use as modified from time to time may not be assigned by Users without the prior written approval of Ovvy but may be assigned without Users’ consent by Ovvy. Any purported assignment by Users in violation of this section shall be void.
24 Dispute Resolution
24.1 This Terms of Use shall be governed by Singapore law, without regard to the choice or conflicts of law provisions of any jurisdiction.
24.2 Any disputes, actions, claims or causes of action arising out of or in connection with this Terms of Use (“Disputes“) or the Service shall be referred to the [Singapore International Arbitration Centre (“SIAC“), in accordance with the Rules of the SIAC as modified or amended from time to time (the “Rules“) by a sole arbitrator appointed by the President of SIAC in accordance with the Rules(the “Arbitrator“). The seat and venue of the arbitration shall be Singapore, in the English language and the fees of the Arbitrator shall be borne equally by Users and Ovvy, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.
24.3 Notwithstanding the above, if Users are a Third Party Provider, Ovvy may choose to submit a Dispute for mediation at the Singapore Mediation Centre and/or Small Claims Tribunal, subject to their respective rules and guidelines.
25 Relationship
Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, employment or other form of joint enterprise with Ovvy.
26 Severability
If any provision of the Terms of Use is held to be invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.
27 No Waiver
The failure of Ovvy to enforce any right or provision in the Terms of Use shall not constitute a waiver of such right or provision.
28 Entire Agreement
28.1 This Agreement comprises the entire agreement between Users and Ovvy in relation to the matters stated herein and supersedes any prior or contemporaneous negotiations or discussions.
29 Suspension and Termination
29.1 Users agree that Ovvy may do any of the following, at any time, without notice:
29.1.1 modify, suspend or terminate operation of or access to the Application, or any portion of the Application (including access to Users’ account and/or the availability of any products or services), for any reason;
29.1.2 modify or change any applicable policies or terms; and
29.1.3 interrupt the operation of the Application or any portion of the Application (including access to Users’ account and/or the availability of any products or services), as necessary to perform routine or non-routine maintenance, error correction, or other changes.
29.2 Ovvy shall not be required to compensate Users for any suspension or termination.
30 No Third Party Rights
Except for the parties who are indemnified pursuant to the indemnification provisions set out herein, this Agreement does not give rights to any third parties who are not party to this Agreement.
SCHEDULE 1 – PERSONAL DATA PROTECTION POLICY
This Policy applies in conjunction with other notices and consent clauses which apply to the collection, use, and disclosure of your personal data by us, and is not intended to override them unless otherwise stated. This Policy applies to Users and Third Party Provider, unless otherwise stated.
Your consent to our collection, use, and disclosure of your personal data is applicable to our group companies, our affiliates, partners, principals, shareholders, third party service providers, in order the Application, Platform and Services to be provided to you, and for other promotions to be offered to you.
1. PERSONAL DATA AND OTHER DATA WE COLLECT
Personal data as defined in the Personal Data Protection Act 2012 (“PDPA”) refers to data about an individual who can be identified from either that particular data, or from that data and other information which we have or likely have access to. Personal data is collected where reasonably necessary for our functions and activities. Personal data that we may hold includes but is not limited to the following:
(a) identity data including but not limited to name, date of birth, username, password, profile image, address and contact details (phone number, residential address, billing address, email address, social network profiles and accounts);
(b) NRIC number, FIN number, driver’s licence, passport number, or work pass number, employment and income details;
(c) biometric data including but not limited to voice files, and facial and other bodily features of yourself and/or another person featured in any video uploaded onto or made available by you on the Application, Platform, Service, Software or Solutions;
(d) account data including but not limited to bank account details, credit card details and payment details;
(e) details of services provided to an individual by us;
(f) location data including but not limited to when you capture and share your location with us in the form of photographs or videos and upload or make available the same on the Application, Platform, Service, Software or Solutions;
(g) marketing and communications data including but not limited to your preferences in receiving marketing communications from us and third parties, communication type preference, email or call history on the Platform or with third party customer service providers;
(h) details of an individual’s dealings with us, including telephone records, email and online interactions;
(i) credit-related personal information;
(j) messages sent using the chat inbuilt within the Application (“Chat Messages”);
(k) should you log into the Application via Facebook or other social media network (collectively “SMN”), we may automatically record information gleaned from your SMN, including, but not limited to the data of your network;
(l) when you access or use the Application, Platform, Service, or Software we may automatically record information that your browser sends whenever you visit a website or use the applications, such as IP address, your login data, browser type and version, location of login, time zone setting, operating system and platform, cookies and other information on the devices you use for such access; (“Log Data”);
(m) other personal data as may be provided by an individual from time to time; and
(n) For Third Party Provider, entity and contact information including but not limited to your name, date of birth, company name or entity name and incorporation details, address, email address, phone number and other business-related information (such as directorship and shareholdings).
Collection of personal data
Wherever possible, we will collect personal data directly from you. We will only collect, use and disclose personal data with your consent, your deemed consent or as may be otherwise permitted under the PDPA or other applicable laws.
In addition to the personal data you provide to us, certain information related to you that is not considered personal data under the PDPA may also be collected. We collect this information to improve our website and Application. Such non-personal data may include information such as your IP address, the internet browser you use, details of your interaction with our website and other types of non-personal data.
You can choose not to provide us with any or all of the information we specify or request, but then you may not be able to create an account or take advantage of some or all of the features of the Platform. We may also be unable to provide the Services to you.
We may collect personal data from you, as well as third parties including but not limited to agents, vendors, partners, contractors, affiliates and any others who provide services to us and/or perform functions on our behalf and/or with whom we partner or collaborate with, including payment service providers, government sources for verifying of data, and marketing and other service partners.
Your personal data may also be collected directly by our affiliates and/or third party payment service providers.
If you provide personal data of any other third party to us, you represent and warrant to us that you have obtained all the necessary consent, license and permissions from that third party for you to collect, and share and transfer his/her personal data to us, and for us to collect, use and disclose that data in accordance with this Policy.
Use of cookies
Cookies are small files which require user permission in order to be installed on a computer’s hard drive. Cookies will only start to perform their functions after such permission is granted. By collecting and analysing data on the user’s browsing patterns, cookies allow web applications to respond to the user as an individual by tailoring a web application’s operations to the user’s specific needs and preferences.
Permission for cookies is granted by default in most web browsers. You can however choose to disable this function in your browser’s settings. This may prevent you from taking full advantage of our website.
We may use traffic log cookies to identify which pages are being used. This use is designed to assist us in gathering data on web page traffic. The gathered data is used only for statistical purposes and is removed from our database shortly after.
Overall, the data collected by the cookies is used for the purpose of improving your browsing experience on our website. Cookies do not grant us access to your computer or any information about you outside of your browsing activity on our website.
2. USE OF YOUR PERSONAL DATA
We collect personal data from our existing and prospective Users, business associates and employees for various reasons. Without limitation, these purposes include but not limited to:
(a) providing services and customer support;
(b) facilitating your use of the Application or access to the Platform;
(c) administration of your account with us;
(d) displaying your name, username or profile on the Platform (including on any reviews about you your those you posts);
(e) processing and responding to your queries, requests, feedback, claims or disputes;
(f) supplying information that is relevant to your existing relationship with us;
(g) processing employment applications;
(h) for fraud prevention and detection;
(i) notifying you with information we think you may find useful;
(j) marketing or offering of products and services or sending promotional information (including but not limited to promotions, loyalty and reward programs) on behalf of our or Third Party Provider or affiliates/shareholder from time to time;
(k) conducting marketing and advertising activities and also survey, research and analysis;
(l) verifying and authenticating identity;
(m) fraud detection purposes;
(n) investigating any actual or suspected violations of our Terms of Use, Personal Data Protection Policy, and any unlawful or illegal activity;
(o) Understanding your user experience and trend and improving the Application, user experience and accessibility;
(p) developing and improving new and better products offering;
(q) preventing threat to life, health or safety (individual and public); or
(r) in our sole discretion, in exceptional circumstances such as national emergency, security concerns, or other situations in which we deem that such disclosure is prudent.
We may, for the above purposes, contact you via electronic mail or other forms of communication through mobile applications. Should you wish to opt-out of our contact list for any reason, please refer to the below clause 6 for the relevant procedure.
3. SHARING YOUR PERSONAL DATA
In the course of providing our services and products to you, we may need to disclose your personal data with external organisations. The reasons for which we may disclose your personal data are set out under clause 2 above. The possible parties we may share your personal data with include our group companies, our affiliates, partners, principals, shareholders, third party service providers (for the purpose of providing us administrative or marketing support or otherwise mentioned), and governmental or regulatory authorities. If any of our businesses are sold or transferred to another entity, your personal data may be transferred along with the business.
In disclosing your personal data to them, we endeavour to ensure that they will keep your personal data secure from unauthorised access, collection, use, and disclosure, in accordance to this Policy.
In the event that any of the above parties receiving your personal data are located or are operating outside of Singapore, we will take reasonable steps to ensure that the overseas recipient provides a standard of protection to your personal data so transferred that is comparable to the protection under the PDPA.
4. SECURITY
We will protect your personal data using industry standard precautions. While the transference of electronic data over the internet has inherent risks, we use reasonable precautions to ensure your personal data is not subject to unnecessary risks.
You acknowledge that no method of transmission over the Internet or electronic storage is completely secure and guaranteed to be free of any risk. Nevertheless, we strive to protect the security of your information and will constantly review and enhance our information security measures and systems.
The Applicatiion, Platform or Service may contain links to other websites operated by other third parties. We are not responsible for the privacy practices of these third party websites.
5. RETENTION
We will retain your Personal Data for as long as necessary in order to fulfil the purpose for which it was collected, or as required by the relevant laws.
6. ACCESS, UPDATE, WITHDRAWAL OF CONSENT
You must obtain, fill out, and submit to us the prescribed form if you subsequently decide to request access of, update, amend or withdraw your consent for us to collect, use and/or disclose your personal data. Please note that it may take up to 30 business days after receipt of your form for us to process your request. For details on how to obtain such a form, please contact us.
As far as is legally permitted, we reserve the right to charge a reasonable administrative fee to carry out any requests under this clause 6 with regard to your personal data. We will inform you of the fee and obtain your agreement before we starte to process your request.
7. RIGHTS TO AMEND THIS POLICY
We reserve the right to amend this Policy at any time. If material changes are made to this Policy, they will be posted on this page and date stamped. We encourage you to review this page periodically in order for you to stay notified of any changes.
Your continued use of this website and acceptance of our services after any changes to this Policy constitutes your consent to any such changes, to the extent such consent is not otherwise provided.
8. CONTACT US
If you have comments or questions about this Policy statement, or wish to obtain a form mentioned in clause 6, please contact our us at: contact@ovvyapp.com.