[Singapre] Master Terms and Conditions – Carousell Certified Home Services Program

Carousell is breaking down the barriers through our Carousell Certified Home Services Program ("Carousell Certified Home Services Program"). The Carousell Certified Home Services Program seeks to connect users with vetted service providers who meet Carousell's quality and service standards.

If you are an authorised Carousell Certified Home Services provider, the following terms and conditions ("Home Services Provider Terms") applies to you. These Home Services Provider Terms establish the terms of the relationship between you and Carousell in relation to you as an authorised Certified Home Services provider. For more information in relation to the Carousell Certified Home Services Program please refer here. By registering and signing up to the Carousell Certified Home Services Provider Programme as an authorised Certified Home Services provider you hereby acknowledge, accept and agree to these Home Services Provider Terms, Carousell's standard Terms of Service and Carousell's Privacy Policy.

The Carousell Certified Home Services Program operates across two programme tracks: (a) the Standard Programme, under which certified Partners receive leads on the Carousell Platform; and (b) the Request For Quote Programme ("RFQ Programme"), a beta programme through which Buyers submit structured service requests for Designated Services and Partners respond with Quotes. These Home Services Provider Terms apply to all Partners participating in the Carousell Certified Home Services Program, regardless of which programme track(s) they participate in. Partners who participate in the RFQ Programme are additionally subject to the supplemental terms set out in Schedule 1. Participation in the RFQ Programme does not limit or vary any obligation under these Home Services Provider Terms except to the extent expressly modified by Schedule 1.

1. Definitions

1.1 In these Home Services Provider Terms, unless the context otherwise requires:

"Agreement" shall mean these Home Services Provider Terms and the Participation Agreement it is attached to.

"Buyer(s)" shall mean the buyer of the Services.

"Carousell Platform" shall mean the Carousell branded mobile application software (Singapore only) and the Carousell online marketplace accessible on the world wide web at http://sg.carousell.com.

"Confidential Information" shall mean any information in whatever media or form disclosed by Carousell to the Partner under the Agreement, such as the terms and mechanics of the Carousell Certified Home Services Program; (i) marked or identified as confidential by Carousell (for oral or visual disclosure); or (ii) which by its nature is clearly intended to be confidential.

"Content" means any photographs, videos, text, descriptions, comments, data, pricing information, quotations, communications or other information or materials created, posted, uploaded, transmitted or otherwise made available by the Partner on or through the Carousell Platform in connection with the Carousell Certified Home Services Program.

"Core SLA" means the baseline Service Level Agreement applicable to all Partners participating in the Carousell Certified Home Services Program, setting out the general service standards, performance requirements, operational expectations and minimum service levels applicable across all Services, as may be issued, amended or updated by Carousell from time to time.

"Data Protection Laws" means all applicable personal data protection laws including the Personal Data Protection Act 2012 and its subsidiary legislation, as may be amended, supplemented or substituted from time to time.

"Designated Services" means Carpentry Services and any other services designated and notified by Carousell from time to time as subject to the RFQ Programme.

"Intellectual Property Rights" means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design, or where relevant, any application from any such right, know-how, trade or business name, domain name, top level domain or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

"Listings" means listings of provider uploaded by the Partner on the home services category of the Carousell Platform through the existing Carousell channels.

"Partner" shall mean you, in your capacity as a merchant or provider of home services and who, as our Certified Home Services provider, sells such services via the Carousell Certified Home Services Program on the Carousell Platform.

"Partner Eligibility Criteria" means the eligibility requirements, onboarding criteria, qualification standards, verification requirements and other conditions applicable to participation in the Carousell Certified Home Services Program, as may be prescribed, notified or communicated by Carousell to the Partner from time to time, including via the Carousell Platform, onboarding forms, policies, guidelines or other communications.

"Participation Agreement" means the agreement between the Partner and Carousell governing the Partner's participation in the Carousell Certified Home Services Programme, as formed by the Partner's submission of the designated online onboarding or acceptance form (including any Google Form or similar electronic form) and the Partner's electronic acceptance of the terms therein, together with: (a) these Home Services Provider Terms; (b) all applicable Service Level Agreements (SLA(s)); and (c) any appendices, schedules, annexures, policies or guidelines referenced therein or made available by Carousell from time to time, as may be amended, updated or supplemented by Carousell in accordance with this Agreement. For the avoidance of doubt, the Merchant's electronic submission of such form (including by way of checkbox acceptance, digital acknowledgement or similar mechanism) shall constitute a legally binding agreement between the Parties.

"Personal Data" has the meaning assigned to it in the relevant Data Protection Laws.

"Services" means the home services offered, marketed, quoted, arranged, supplied or performed by a Partner under or in connection with the Carousell Certified Home Services Program, including without limitation: (a) home cleaning services, including residential cleaning, deep cleaning, post-renovation cleaning, move-in and move-out cleaning, and other general or specialised cleaning services; (b) moving and relocation services, including packing, unpacking, transportation, delivery, disposal and related logistics services; (c) air conditioning services, including servicing, maintenance, repair, installation, chemical cleaning and related works; (d) handyman services, including general repair, maintenance and minor works; (e) locksmith services, including lock installation, repair, replacement and emergency unlocking services; (f) electrical services, including installation, maintenance, repair, troubleshooting and related works; (g) plumbing services, including installation, repair, maintenance and replacement of plumbing systems and fixtures; (h) furniture assembly and installation services, including assembly, mounting, installation and related works; (i) waterproofing services, including inspection, treatment, repair and maintenance of waterproofing systems; (j) renovation and home improvement services, including carpentry, painting, flooring, structural or non-structural works and related renovation activities; and (k) such other services as may be approved by Carousell from time to time, whether performed directly by the Partner or through its employees, agents, subcontractors or representatives.

"Service Level Agreement" or "SLA" means any service level agreement, service standards, operational requirements, performance metrics, warranty obligations, response time requirements, service delivery standards, complaint handling requirements and other service-related obligations issued by Carousell from time to time, including the Core SLA and any Service-Specific SLA requirements.

"Service Materials" means any materials, documents, records or information provided, generated or maintained by the Partner in connection with the Services, including without limitation service listings, quotations, invoices, service reports, inspection reports, warranties, communications with Users, and any supporting documentation relating to the provision of the Services.

"Service-Specific SLA" means any additional Service Level Agreement applicable to specific categories of Services, which supplements the Core SLA and sets out additional or modified service standards, performance requirements or obligations for such Services.

"Standard Programme" means the programme track under which the Partner receives certified status and leads on the Carousell Platform, as further described in these Home Services Provider Terms.

"Successful Transaction" means the completion of a Service via the Carousell Platform, where the Buyer has received the Service and no valid disputes are being raised by the Buyer.

"Users" shall mean the users of the Carousell Platform.

1.2 Any reference to any statute or legislation shall be deemed to be a reference to such statute or legislation as amended from time to time, and be deemed to include any subsidiary legislation made thereunder.

1.3 The headings used are for convenience and shall not be construed as limiting the effect and generality of any provision.

1.4 Words importing the singular shall also include the plural and vice versa where the context so requires.

2. Term

The Partner's participation in the Carousell Certified Home Services Program shall commence and all terms shall be validly binding upon the Parties upon the execution of the Participation Agreement, and shall continue until otherwise terminated between the Parties according to the terms of the Agreement.

3. Scope and Partner's Obligations

3.1 Non-Exclusivity: You shall operate as a non-exclusive partner of Carousell.

3.2 The Partner's responsibilities:

3.2.1 provide all requested Partner Required Documents, including without limitation the Partner's latest Accounting and Corporate Regulatory Authority business profile search (dated no earlier than 1 month from the date of the Agreement);

3.2.2 be responsible to maintain the Listings and shall procure that each Listing shall at all times, be compliant with the marketplace rules and guidelines found on the Carousell webpage at: https://support.carousell.com/hc/en-us/categories/360002281174-Marketplace-Guidelines;

3.2.3 ensure that Listings are maintained in the right category, with accurate description, sale status and price;

3.2.4 keep all Listings updated on the Carousell Platform and ensure that any Services that are no longer available are removed in a timely manner;

3.2.5 ensure that all Services offered, marketed or provided are within the scope approved by Carousell and comply with all applicable Home Services Categories;

3.2.6 obtain, maintain and comply with all licences, permits, approvals, registrations and qualifications required under applicable laws and regulations for the provision of the Services;

3.2.7 perform all Services with due care, skill and diligence, in a professional and workmanlike manner, and in accordance with industry standards and any requirements prescribed by Carousell;

3.2.8 ensure that all Service listings, quotations, pricing, descriptions, representations and communications made to Users are accurate, complete, not misleading and kept up to date at all times;

3.2.9 ensure that all pricing is transparent and agreed with the User prior to the commencement of any Services, and that no hidden, undisclosed or unauthorised charges are imposed;

3.2.10 honour and fully comply with all warranties, guarantees and service commitments applicable to the Services, including without limitation any workmanship warranties, parts warranties, re-performance obligations, rectification obligations, revisit obligations and any service standards as may be designated and communicated by Carousell to the Partner from time to time;

3.2.11 promptly investigate, respond to and resolve all complaints, disputes, defects or deficiencies relating to the Services, and cooperate fully with Carousell in any investigation, audit or dispute handling process;

3.2.12 take all reasonable precautions to prevent damage, loss or injury in the course of providing the Services, including damage to User property, and comply with all applicable health and safety requirements;

3.2.13 maintain adequate insurance coverage appropriate to the nature and risk profile of the Services, including where applicable public liability insurance, and provide evidence of such insurance to Carousell upon request;

3.2.14 comply with all applicable SLA(s), policies, guidelines and instructions issued by Carousell from time to time, including any Core SLA and Service-Specific SLA;

3.2.15 retain complete and accurate records relating to the Services, including service orders, quotations, invoices, communications, warranties, complaints and resolutions. In the event of any dispute in respect of the performance of such Services, you shall be responsible for providing proof of the foregoing. You shall provide and furnish to Carousell all such documents and records for any investigation purposes within three (3) business days' notice from Carousell;

3.2.16 respond to all queries as soon as possible but not later than twelve (12) hours and all Carousell operations team queries within twelve (12) hours;

3.2.17 display a high degree of accountability and adhere strictly to the Carousell community guidelines found at https://support.carousell.com/hc/en-us/articles/115007870388-Community-Guidelines;

3.2.18 not engage in any conduct which is fraudulent, misleading, deceptive, unethical or otherwise detrimental to Users, Carousell or the integrity of the Carousell Certified Home Services Program;

3.2.19 promptly notify Carousell of any material issues affecting its ability to perform the Services, including regulatory breaches, safety incidents, significant complaints or disputes, or any circumstances that may adversely affect Users or Carousell's reputation;

3.2.20 grant to Carousell a worldwide, fully-paid and royalty-free licence to host, store, use, display, reproduce, modify, adapt, edit, enhance, publish, advertise the Content, pictures and any relevant materials uploaded by you on the Carousell Platform (including any Content and/or Service Materials) for the purpose of promoting the Partner and/or the Services; and

3.2.21 comply with and honour all service standards and service commitments communicated by Carousell to Users from time to time in connection with the Carousell Certified Home Services Program, including any warranties or guarantees as may be designated and notified by Carousell to the Partner from time to time.

3.3 The Partner shall not, and shall procure that its employees, agents, representatives, contractors and subcontractors do not, at all times:

3.3.1 misrepresent the nature, scope, quality, pricing, availability or outcome of any Services, or make any false, misleading or deceptive statements to Users;

3.3.2 provide quotations or pricing that are inaccurate, incomplete or misleading, or impose any hidden, undisclosed or unauthorised charges, including any material deviation from agreed pricing without the User's prior consent;

3.3.3 fail to honour any confirmed bookings, appointments, quotations, warranties or service commitments without reasonable cause;

3.3.4 perform any Services in a negligent, unsafe, unprofessional or substandard manner, or in a manner that may cause damage, loss or injury to any person or property;

3.3.5 engage in any fraudulent, dishonest, unethical or illegal conduct, including any conduct intended to deceive Users or improperly obtain payment or benefit;

3.3.6 divert, solicit or attempt to divert any User to transact outside the Carousell Platform in contravention of Carousell's policies, or otherwise circumvent Carousell's systems, processes or fee structures;

3.3.7 misuse, manipulate or interfere with the Carousell Platform, including manipulating service listings, rankings, visibility, ratings or reviews, or procuring false reviews or feedback;

3.3.8 use any abusive, offensive, threatening or inappropriate language or behaviour towards Users or Carousell personnel;

3.3.9 misuse, disclose or otherwise process any personal data of Users in breach of applicable Data Protection Laws or this Agreement;

3.3.10 provide Services outside the scope approved by Carousell under Carousell Certified Home Services Program without Carousell's prior written approval;

3.3.11 engage in any conduct that may harm the reputation, goodwill or brand of Carousell or the integrity of the Carousell Certified Home Services Program; or

3.3.12 engage in any other conduct which, in Carousell's reasonable opinion, is inappropriate, detrimental to Users, or inconsistent with the standards expected under the Carousell Certified Home Services Program.

3.4 Subcontracting and Personnel Responsibility

3.4.1 The Partner may engage employees, agents, contractors or subcontractors (each, a "Personnel") in the provision of the Services, provided that such engagement shall not relieve the Partner of any of its obligations under this Agreement.

3.4.2 The Partner shall remain fully responsible and liable for all acts, omissions, negligence, defaults and misconduct of its Personnel as if they were the acts or omissions of the Partner.

3.4.3 The Partner shall procure and ensure that all Personnel engaged in the provision of the Services: (a) are properly trained, qualified and competent to perform the Services; (b) comply with all applicable laws, regulations and safety requirements; and (c) adhere to all applicable provisions of this Agreement, including without limitation all obligations relating to: (i) service standards and performance; (ii) warranties and service commitments; (iii) Service Level Agreements (SLA(s)); (iv) data protection and confidentiality; and (v) any policies, guidelines or instructions issued by Carousell from time to time.

3.4.4 The Partner shall indemnify and hold harmless Carousell against any and all claims, losses, damages, liabilities, costs and expenses arising out of or in connection with any act or omission of any Personnel.

3.4.5 Carousell may, at any time, require the Partner to provide details of any Personnel engaged in the provision of the Services.

3.5 For the avoidance of doubt, any service standards, warranties or guarantees communicated to Users in connection with the Carousell Certified Home Services Program are provided by the Partner and not by Carousell.

4. Representations and Warranties

4.1 Each Party agrees and acknowledges that it:

4.1.1 has read and understood the Agreement;

4.1.2 has sought its own independent legal advice in respect of the Agreement and its participation in the Carousell Certified Home Services Program; and

4.1.3 shall bear its own costs incurred in the negotiations leading up to and in the preparation of the Agreement, its participation in the Carousell Certified Home Services Program and of matters incidental to the Agreement.

4.2 Each Party represents and warrants that: (i) it is duly incorporated or established, validly existing and in good standing under the laws of its jurisdiction, and has the full power and authority to enter into the Agreement and to carry out the transactions contemplated by it; (ii) it has taken all action necessary to authorise the execution, delivery and performance of the Agreement; and (iii) the execution and delivery of the Agreement by such Party and its compliance with the terms thereof, do not and will not conflict with or result in a breach of any terms of, or constitute a default under, any agreement, obligation or instrument to which such party is a party or by which it is bound.

4.3 Partner's representations and warranties: You represent and warrant to Carousell that:

4.3.1 it has obtained and shall maintain all licences, permits, approvals, registrations and qualifications required under applicable laws and regulations to provide the Services, and shall comply with all such laws and regulations at all times;

4.3.2 all Services shall be performed with due care, skill and diligence, in a professional and workmanlike manner, and in accordance with industry standards and any requirements prescribed by Carousell;

4.3.3 all personnel engaged in the provision of the Services are properly trained, qualified and competent, and are subject to appropriate supervision and quality control measures;

4.3.4 all information, Content and Service Materials provided or made available by the Partner to Carousell or Users, including any service descriptions, quotations, pricing and representations, are true, accurate, complete and not misleading in any material respect;

4.3.5 all pricing for the Services is fair, transparent and not misleading, and any quotations provided to Users shall accurately reflect the scope of the Services and shall not contain hidden or undisclosed charges;

4.3.6 the Partner shall honour and fully comply with all warranties, guarantees and service commitments applicable to the Services, including without limitation any workmanship warranties, parts warranties, re-performance obligations and rectification obligations;

4.3.7 the provision of the Services, and any Service Materials, do not and will not infringe the Intellectual Property Rights or other rights of any third party;

4.3.8 the Partner shall not engage in any conduct which is fraudulent, misleading, deceptive or unlawful, or which may adversely affect Users or the reputation, goodwill or brand of Carousell;

4.3.9 the Partner shall comply with all applicable Data Protection Laws in relation to the collection, use, disclosure and processing of any personal data in connection with the Services;

4.3.10 the Partner shall promptly notify Carousell if it becomes aware of any matter or circumstance that would render any of the representations or warranties in this Clause untrue, inaccurate or misleading in any respect; and

4.3.11 any and all information which has been given in writing or made available by or on behalf of you to Carousell, in relation to the subject matter of these Home Services Provider Terms, at any time was when given and remains, true, complete and accurate and not misleading in any way.

4.3.12 The Partner acknowledges that Carousell enters into this Agreement in reliance on the representations and warranties set out in this Clause.

4.4 The Partner acknowledges and agrees that:

4.4.1 Carousell may publish or communicate certain service standards, warranties, guarantees, service commitments and other requirements relating to the Carousell Certified Home Services Program via the Carousell Platform, including via the Help Centre or such other pages as may be updated from time to time;

4.4.2 all such service standards, warranties, guarantees, service commitments and requirements, as may be amended, updated or supplemented from time to time, shall be deemed to form part of this Agreement and shall be binding on the Partner as if expressly set out herein; and

4.4.3 Carousell shall notify the Partner of any changes to such service standards, service commitments, pricing guidelines, warranty requirements or other requirements no less than thirty (30) days before such changes take effect, in such manner as Carousell may determine (including but not limited to via email, the Carousell Platform, or such other means of communication as Carousell deems appropriate). Where Carousell determines that an earlier effective date is necessary in the circumstances, Carousell shall provide such notice as is reasonably practicable.

4.4.4 The Partner shall cooperate fully and in good faith with Carousell in the mediation and resolution of any complaints or disputes raised by Users in connection with the Services, including responding promptly to complaint notifications and taking reasonable steps to resolve complaints to the User's satisfaction.

4.4.5 Without limiting the generality of Clause 4.4.2, the Partner shall operate within any pricing guidelines published by Carousell from time to time in connection with the Carousell Certified Home Services Program. Where the Partner's pricing deviates from such guidelines, the Partner shall clearly and transparently communicate such deviation to the User prior to the commencement of the Services, together with the reasons for the deviation.

4.5 You agree to indemnify and hold harmless Carousell on a full indemnity basis against:

4.5.1 all losses, damages or other liabilities, whether direct or consequential including but not limited to legal costs Carousell may incur or suffer arising from or in connection with the provider listed by you (including, without limitation, the sale, transaction and/or any claims or disputes in connection with any provider so listed);

4.5.2 third party intellectual property claims, arising from or in connection to your Content and/or the provider sold by you; and

4.5.3 all actions or claims which may be made against Carousell by reason of the breach of your obligations under these Terms and/or any acts or omissions which may have caused loss, distress, or damage to any person or property.

5. Indemnity

5.1 The Partner shall indemnify, defend and hold harmless Carousell and its affiliates, and their respective directors, officers, employees and agents (collectively, the "Carousell Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:

5.1.1 the provision, performance or non-performance of any Services by the Partner or its Personnel;

5.1.2 any defect, deficiency, delay or failure in the Services, including any failure to meet applicable service standards, Service Level Agreements (SLA(s)), warranties, guarantees or service commitments;

5.1.3 any act or omission, negligence, wilful misconduct, fraud or breach of duty by the Partner or its Personnel;

5.1.4 any breach of this Agreement, including any breach of the Partner's representations, warranties or obligations;

5.1.5 any failure by the Partner to honour or fulfil any warranties, guarantees, re-performance obligations, rectification obligations or other service recovery obligations;

5.1.6 any personal injury, death, or damage to or loss of property arising out of or in connection with the Services;

5.1.7 any dispute, claim or complaint by any User or third party in connection with the Services;

5.1.8 any infringement or alleged infringement of any Intellectual Property Rights or other rights of any third party arising out of the Services or any Service Materials;

5.1.9 any breach of applicable laws or regulations by the Partner or its Personnel; and

5.1.10 any act or omission of any Personnel (including employees, agents, contractors or subcontractors) engaged by the Partner in connection with the Services.

5.2 The indemnity in this Clause shall apply regardless of whether such claim, loss or liability arises in contract, tort (including negligence), statute or otherwise, and regardless of whether Carousell has been advised of the possibility of such claim, loss or liability.

5.3 The Partner's obligations under this Clause shall not be affected or limited by: (a) any investigation, monitoring, vetting, certification or approval conducted by Carousell; (b) any assistance, facilitation or involvement by Carousell in any dispute or complaint; or (c) any failure by Carousell to enforce any provision of this Agreement.

5.4 The indemnity in this Clause shall survive the termination or expiry of this Agreement.

6. Rights, Liabilities and Disclaimers

6.1 The Partner acknowledges and agrees that Carousell reserves the right, at any time and from time to time to:

6.1.1 modify or discontinue, temporarily or permanently, the Carousell Certified Home Services Program, the terms, products, tools, features, and/or services (or any part thereof) of the Carousell Certified Home Services Program and on the Carousell Platform and shall not be liable in any way to the Partner for any modification, suspension or discontinuation of such services;

6.1.2 nominate a representative to, at any given time, access the Partner's account and insights and be entitled to make copies of all documents and relating information for the purposes of verifying the number of Successful Transactions made via the Carousell Certified Home Services Program;

6.1.3 remove the Partner's Listings on the Carousell Platform at any time and from time to time should any of these Listings be deemed by Carousell to be non-compliance with these Home Services Provider Terms; and

6.1.4 (where applicable) remove all endorsements given to the Partner in relation to its participation in the Carousell Certified Home Services Program and any endorsements on the Carousell Platform in the event where Carousell deems that the Partner has failed in its obligations as set out in the Agreement.

6.2 Carousell shall not be liable in any way to the Partner for any indirect or consequential losses, loss of profits or loss of business suffered by the Partner arising out of or in consequence of the removal as stipulated in Clauses 6.1.3 and 6.1.4 above.

6.3 Carousell is not liable or responsible for handling any disputes between the Partner and the Buyer(s). All disputes about quality or performance of the Services shall be resolved directly between the Partner and the Buyer.

6.4 Carousell shall not be held responsible and/or liable for (i) the Service and/or Listing information provided by the Partner; and/or (ii) the quality, merchantability or the fitness for any purpose or any other aspect of the Services offered by the Partner.

6.5 The Partner understands, acknowledges, and agrees that it is solely responsible for all information and details in relation to the Services and/or Listings provided by it on the Carousell Platform, and any loss or damage which it sustains as result of the information and details provided is solely its responsibility.

6.6 Carousell does not represent or warrant that any Services listed under the Carousell Certified Home Services Program will lead to a sale.

6.7 Ownership of all rights, titles and interest in and to all Intellectual Property Rights of Carousell or embodied in the Carousell Platforms. Nothing contained in these Terms shall be deemed to transfer any such right, title or interest to you in any way.

6.8 THE PARTNER ACKNOWLEDGES AND AGREES THAT THE PARTNER'S ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES OR THE CAROUSELL CERTIFIED HOME SERVICES PROGRAMME IS TO (I) REQUEST FOR TERMINATION OF THE PARTNER'S PARTICIPATION IN THE CAROUSELL CERTIFIED HOME SERVICES PROGRAMME; AND/OR (II) DISCONTINUE ANY USE OF THE SERVICES. THE PARTNER FURTHER ACKNOWLEDGES AND AGREES THAT CAROUSELL IS NOT A PROVIDER OF THE SERVICES AND DOES NOT CONTROL, MANAGE OR SUPERVISE THE PROVISION OF THE SERVICES, AND THAT ALL SERVICES ARE PROVIDED SOLELY BY THE PARTNER, WHO SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR THE SERVICES AND ANY ACTS OR OMISSIONS IN CONNECTION THEREWITH.

IN NO EVENT SHALL CAROUSELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PARTNER'S ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY THIRD PARTY CONTENT AND SERVICES, OR ARISING OUT OF OR IN CONNECTION WITH THE PARTNER'S CONDUCT OR THE CONDUCT OF OTHER USERS IN CONNECTION WITH THE USE OF THE SERVICES, THE CAROUSELL PLATFORM, OR PARTICIPATION IN THE CAROUSELL CERTIFIED HOME SERVICES PROGRAMME, INCLUDING WITHOUT LIMITATION ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH (I) THE PROVISION, PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES; (II) ANY DEFECT, DEFICIENCY, DELAY OR FAILURE IN THE SERVICES; (III) ANY DISPUTE BETWEEN THE PARTNER AND ANY USER; OR (IV) ANY RELIANCE ON ANY CONTENT OR SERVICE MATERIALS, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CAROUSELL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, CAROUSELL SHALL NOT BE LIABLE FOR ANY DEATH, PERSONAL INJURY OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, TO THE EXTENT THAT SUCH DEATH, PERSONAL INJURY OR DAMAGE IS NOT CAUSED BY CAROUSELL'S NEGLIGENCE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CAROUSELL'S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FEES RECEIVED BY CAROUSELL IN RESPECT OF THE SERVICES GIVING RISE TO SUCH CLAIMS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in these Terms shall apply to or in any way limit or exclude Carousell's liability for: (a) death or personal injury caused by its negligence; (b) dishonesty, deceit or fraudulent misrepresentation; or (c) liability which may not otherwise be limited or excluded under any applicable laws and regulations.

7. Suspension and Termination

7.1 Either Party shall be entitled to terminate the Agreement by providing at least thirty (30) days written notice to the other Party.

7.2 Notwithstanding the generality of Clause 7.1 above, Carousell may suspend or terminate your Account and/or access and participation in the Carousell Certified Home Services Program immediately upon written notice being given by Carousell to the Partner if any of the following events shall have occurred:

7.2.1 the Partner defaults in payment of any of the payments payable under the Agreement;

7.2.2 the Partner breaches any of its obligations under Clauses 3.2, 3.3, 3.4, 4.1, 4.2 and 4.3 or any other material terms of the Agreement;

7.2.3 the Partner breaches or ceases to fulfill any of the Partner Eligibility Criteria;

7.2.4 the Partner has made any representation or warranty to Carousell and/or any Buyer in connection with these Standard Terms and Conditions and the Carousell Certified Home Services Program which is unfair or untrue or incomplete or if any such representation or warranty shall be breached or proven to be incorrect or incomplete in any material respect;

7.2.5 the Partner violates, fails to observe or fails to perform any of the terms and conditions of the Agreement and the Carousell Certified Home Services Program whether express or implied;

7.2.6 the Partner engages in, or is otherwise suspected of engaging in, any conduct deemed by Carousell to be inappropriate, unethical, or damaging to Carousell's name and reputation (including without limitation, any behaviour resulting in receipt of user negative reviews and/or complaints or any actions contrary to and/or in violation of Carousell's terms of service and marketplace rules, guidelines and policies);

7.2.7 the Partner, its directors, employees and/or agent (i) is or shall be convicted and/or investigated of any offence involving fraud or dishonesty; (ii) is guilty of any act or threatened act, which brings Carousell or its related corporations or itself into disrepute or which in Carousell's opinion is prejudicial to its interests;

7.2.8 the Partner enters into liquidation proceedings or enters into a composition with its creditors or is under receivership or judicial management;

7.2.9 the Partner ceases, suspends, threaten to cease or suspend to carry on its business or substantially the whole of its business; or if any suit, proceedings or action of any kind whatsoever including but not limited to litigation, enforcement, arbitration, administrative, criminal, bankruptcy and/or winding up proceedings shall be commenced, threatened or continued against the Partner;

7.2.10 in the event of any act, threats of, verbal and/or written abuse against any Users, Carousell Representatives and/or officers; and/or

7.2.11 any part of the Agreement ceases to comply with the laws of the Republic of Singapore and, as a result, any one of the obligations herein cannot be legally performed.

7.3 In the event of termination of the Agreement, the Parties agree:

7.3.1 to consult with each other and use all reasonable efforts to agree on an orderly manner to wind-up the activities of the participation under the Carousell Certified Home Services Program;

7.3.2 that the Partner shall pay Carousell all fees due and payable under the Agreement within seven (7) days from the effective date of such termination;

7.3.3 that the terms of the Agreement and (unless otherwise agreed between the Parties) shall automatically terminate, save for those obligations which by their nature are intended to survive termination of the Agreement shall survive;

7.3.4 the terms and conditions of the Agreement shall continue to apply and each Party shall remain liable to perform its obligations under the Agreement up to the effective date of termination;

7.3.5 that each Party shall remain liable for any breach of its obligation which has occurred prior to termination; and

7.3.6 where Clause 7.2 applies, (i) Carousell at its discretion shall have the right to launch investigations to determine the legitimacy of any such claims (including, without limitation, user negative reviews, complaints, alleged violation or non-fulfilment of the Eligibility Criteria); (ii) Carousell's determination of the foregoing shall be final and binding on both parties; and (iii) the Purchaser agrees to cooperate fully and in good faith with any such investigations; and

7.3.7 there shall be no refund of any prepaid fees in the event of termination by the Partner pursuant to Clause 7.1 or termination pursuant to Clause 7.2.

7.3.8 Termination of these Terms howsoever caused shall not affect the rights of either party under these Terms which may have accrued up to the date of termination.

8. Confidentiality

8.1 The Partner shall at all times:

8.1.1 secure and keep confidential all Confidential Information;

8.1.2 not grant access or disclose any Confidential Information to any person other than (i) to its employees, contractors, and/or agents whose duties require them to possess or consider the Confidential Information and even then, strictly on a need to know basis only; or (ii) with the prior written consent of Carousell, and such persons shall prior to such disclosure agree to keep such Confidential Information secure and confidential; and

8.1.3 not use the Confidential Information for any purpose otherwise than as contemplated by and subject to the terms of the Agreement.

8.2 The confidentiality obligations under Clause 8.1 shall not apply to any part of the Confidential Information which:

8.2.1 was generally available to the public or enters the public domain through no improper action or inaction by the Partner or by anyone to whom the Partner lawfully disclosed the Confidential Information at the point of such disclosure;

8.2.2 was available to the Partner on a non-confidential basis prior to disclosure by Carousell;

8.2.3 was independently developed by the Partner whether on its own or jointly with a third party or third parties who have had no access to or knowledge of the said Confidential Information;

8.2.4 is required to be disclosed by any law, judicial order or decision or regulation or rule of any governmental or regulatory authority, whether in Singapore or elsewhere.

8.3 The provisions of this Clause 8 shall survive any termination or expiration of the Agreement.

9. No Waiver

No failure on the part of Carousell to exercise, and no delay on its part in exercising, any right or remedy under the Agreement and no course of dealing between the Parties shall be construed or operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in the Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise). No waiver of such breach shall operate as a waiver of any subsequent or continuing breach thereof.

10. Personal Data, Collection, Use and/or Disclosure of Information

10.1 The Partner:

10.1.1 consents to Carousell, its officers, employees, agents and advisers collecting, using or disclosing such information (including its accounts) relating to the Partner; and

10.1.2 (where relevant) shall procure that all relevant individuals whose personal data has been disclosed to Carousell by or through the Partner (including authorised signatories and representatives) (collectively the "Relevant Individuals") consent to Carousell, its officers, employees, agents and advisers collecting, using or disclosing such information (including their accounts) related to such Relevant Individuals, to the persons stipulated in Clause 10.2 ("Relevant Persons") wherever situated (whether in Singapore or elsewhere) to the extent that the information is personal data, in connection with processing of payments under the Agreement, and the purposes as set out in Carousell's Privacy Policy, or as is otherwise required or permitted in accordance with applicable law.

10.2 Relevant Persons:

10.2.1 any financial institution (whether acting as the Carousell's bank or otherwise);

10.2.2 Carousell's head office and any of its branches, representative offices, subsidiaries, related corporations and affiliates;

10.2.3 any court, government and regulatory agency or authority;

10.2.4 any actual or potential assignee or transferee of, or participant or sub-participant in, any of Carousell's rights or obligations herein (or any of their agents or professional advisers);

10.2.5 any auditor of the Partner, and the Partner shall pay all costs, charges, fees and other out-of-pocket expenses, whether legal or otherwise in respect of such disclosure;

10.2.6 the guarantor or any other person providing security or credit support for the Partner's obligations;

10.2.7 any credit bureau or credit reference or evaluation agency and any member or subscriber of such credit bureau or agency, including but not limited to the Credit Bureau (Singapore) Pte. Ltd.;

10.2.8 any insurer, reinsurer and insurance broker;

10.2.9 any service provider or any other related person(s) including third party service providers, sales and telemarketing agencies, business partners or otherwise under conditions of confidentiality imposed on such service providers, for the purposes of data processing or providing any service on behalf of Carousell to the Partner or in connection with such outsourcing arrangements Carousell may have with any third party where Carousell has outsourced certain functions to the third party;

10.2.10 any solicitor, repossession agent, storage yard or facility, or any other third party acting for Carousell in connection with the enforcement of Carousell's rights and remedies under the Agreement;

10.2.11 any debt collection agency or person engaged by Carousell to collect any sums of money owing to Carousell from the Partner;

10.2.12 the Partner's agent, executor or administrator, receiver, receiver and manager, judicial manager and any person in connection with any compromise or arrangement or any insolvency proceeding relating to the Partner;

10.2.13 any of the Partner's director (in the case of a company) or partner (in the case of a partnership, limited partnership or limited liability partnership) and authorised signatory;

10.2.14 to the extent the information is personal data, to the persons identified in Carousell's Privacy Policy; and

10.2.15 any other person to whom disclosure is permitted or required by law.

10.3 If any Relevant Individuals should withdraw their consent to any or all use of their personal data, depending on the nature of the withdrawal request, Carousell may not be in a position to perform any of its obligations under the Agreement. Such withdrawal may accordingly constitute a repudiatory breach of the Partner's obligations under the Agreement, and Carousell may upon notice to the Partner terminate the Agreement without prejudice to Carousell's other rights and remedies at law against the Partner.

10.4 In the event the Partner receives any Personal Data from Carousell, the Partner agrees to: (a) comply with the directions of Carousell and all relevant obligations under the Data Protection Laws; (b) keep the Personal Data under its control and ensure that it shall only process, use or disclose such Personal Data strictly for the purposes as notified to it and consistent with the terms of this Agreement; (c) ensure that it establishes and maintains effective technical and organisational security measures to safeguard the Personal Data from access or use; and (d) not transfer any Personal Data to a place outside of Singapore without Carousell's prior consent. Any capitalised terms used which are not defined herein but are defined in the Data Protection Laws or in these Standard Terms and Conditions shall bear the same meaning as set forth in the Data Protection Laws or these Standard Terms and Conditions (as the case may be).

10.5 The Partner acknowledges and agrees that Carousell does not warrant the security of any information sent or transmitted to Carousell whether electronically or otherwise and the Partner hereby accepts the risk that any information sent or transmitted to Carousell may be accessed by unauthorised third parties. To the extent permitted by law, the Partner shall not hold Carousell or any of its officers, employees or agents responsible or liable for any such access or disclosure or for any damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) suffered or incurred by the Partner as a result of such access or disclosure.

10.6 The Partner shall have a privacy policy accessible to Users that describes the manner in which the Partner protects and uses any Personal Data of the Buyers or Users (as may be applicable).

11. Assignment

The Agreement cannot be assigned by the Partner without prior written consent of Carousell. Carousell however, shall be at liberty to assign the Agreement without the consent of the Partner.

12. Right to Vary

The Parties agree that Carousell may make changes to the features or offerings provided by Carousell in respect of the Carousell Certified Home Services Program (including, without limitation, the applicable Partner Eligibility Criteria) under the Agreement from time to time.

Carousell shall use commercially reasonable efforts to notify the Partner of any such material changes where the mode of such notice shall be at Carousell's discretion and may be via a written notice or by updating the Standard Terms and Conditions on the Carousell Platform or its help center. If the Partner continues with its participation under the Carousell Certified Home Services Program after the change(s) become effective, the Partner will be bound by the change.

13. General

13.1 Carousell and the Partner are independent contractors, and nothing in the terms of the Agreement shall constitute or deemed to constitute a partnership, joint venture or relationship of agency, employer and employee between the Parties.

13.2 With the exception of Carousell, a person who is not a party to the Agreement shall have no right to enforce any of its terms under the Contract Rights of Third Party Act.

13.3 Any notice required or permitted to be given by either Party to the other under these terms shall be in writing addressed to the other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice and shall be deemed to have been received in due course of post. In the case of Carousell, a copy of any notice provided under the Agreement shall be provided to legal_notices@thecarousell.com.

13.4 If any provision of these Home Services Provider Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

14. Entire Agreement

The Agreement sets forth the entire agreement and understanding between Carousell and the Partner in connection with the matters dealt with and described herein, and supersedes all prior oral and written agreements, memoranda, understandings and undertakings between Carousell and the Partner in connection with the matters dealt with and described herein.

15. Governing Law and Jurisdiction

15.1 The Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.

15.2 The Parties hereby submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

15.3 The illegality, invalidity or unenforceability of any provision of the Agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision. If any one or more of the provisions contained in the Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained therein shall not in any way be affected or impaired but the Agreement shall be construed as if such invalid, unlawful or unenforceable provision had never been contained therein.

This Schedule forms part of the Master Terms and Conditions for the Carousell Certified Home Services Program and shall be read together with them. Capitalised terms used but not defined in this Schedule have the meanings given to them in the Master Terms and Conditions.

1. Application

2. Definitions

"Beta Period" means the initial pilot phase of the RFQ Programme commencing on such date as stipulated and notified by Carousell and running for approximately three (3) months, or such other period as notified by Carousell.

"Chat Matched" means an instance where a Buyer, having received and reviewed a Quote from the Partner via the RFQ Programme, initiates a chat with the Partner through the Carousell Platform within the applicable 14-day chat validity window.

"Quote" means a structured response submitted by the Partner via the Carousell Platform in response to an RFQ Request, setting out the Partner's proposed scope of services, pricing and any other relevant details.

"RFQ Programme" means the Request For Quote feature forming part of the Carousell Certified Home Services Program, through which Buyers submit structured service requests for designated services and Partners respond with Quotes.

"RFQ Request" means a structured service request submitted by a Buyer through the RFQ Programme for Designated Services.

"Seller Tier" means the tier assigned to the Partner under the RFQ Programme by Carousell at its sole discretion, being either Tier 1 or Tier 2 as described in Clause 4.

3. Pricing and Billing

4. Seller Tiers

5. Quote Obligations

6. Chat Matched – Charges, No-Guarantee and Disputes

7. Removal from the RFQ Programme

8. Workmanship Warranty

9. Post-Beta Arrangements

10. Amendments

Carousell may amend the terms of this Schedule from time to time in accordance with Clause 12 of the Master Terms and Conditions and Clause 9 of this Schedule.