1. Introduction
    Jell maintains these applications for the convenience of the public.

    1. Jell (as defined below) is a technology company which aims to provide a Service Solutions (as defined for Service Solution Providers (as defined below) and Service Solution Users (as defined below) to offer and procure Service Solutions.

    2. These terms and conditions (and any updates, amendments and/or supplements thereto) (the "General Terms") govern the access of and/or use of our Platform (as defined below), as operated or provided by Jell. These General Terms constitute a binding agreement between you and Jell.

    3. Your access to and use of our Platform is conditional on you complying with these General Terms and in accessing or using our Platform, you signify your agreement to:

      1. these General Terms (and any updates and supplements thereto);

      2. any additional terms and conditions that are agreed to in relation to the Platform; and

      3. all other operating rules, policies and procedures that may be published from time to time by us, and the additional terms and policies set out in Clause 23, each of which is incorporated herein by reference and each of which may be updated by us from time to time without notice to you.

    4. If you do not agree to any provision in these General Terms, you are not permitted to, and must immediately discontinue, any access of and/or use of our Platform, or any part thereof.

    5. Submission of registration information by you to us will constitute an offer by you to become an Account Holder (as defined below) and to use our Platform, subject to these General Terms and any other applicable terms. You will not become an Account Holder nor have access to certain parts of our Platform unless and until we notify you of our acceptance of such offer, by providing you with a user name and password (or such other notification in accordance with our registration process). Prior to such notification, you may continue to use and/or access certain parts of our Products as a Visitor (as defined below), subject to your compliance with these General Terms.
       

  2. Definitions

    1. you/your" means (as appropriate) the Visitor and/or Account Holder, including their respective Agents.

    2. "Jell" or "we/us/our" means Jell Pte Ltd (UEN No. [ ]), a company incorporated in Singapore and having its registered address at [ ].

    3. "Account" means your account with us as an Account Holder.

    4. "Account Holder" means a user of our Products whose registration has been approved by us in order to access our Products. Account holders include: individual users, businesses and their workers.

    5. "Account Information" has the meaning as ascribed to it under Clause 3.3(c).

    6. “Agent” means an employee, partner, director, contractor, agent or representative of any party.

    7. "Applications” means the software (including mobile applications) and associated Intellectual Property that is made available by us for download and for use in accessing the Platform and/or Matching Services.
      Our applications include but not limited to:

      1. Jell.com.sg and Jell.sg websites and all their sub websites

      2. Jell consumer app

      3. Jell biz app

      4. Jell worker app

    8. “Fees” means the fees (if any) paid by you to Jell under these General Terms.

    9. "Infectious Disease" means any disease specified in the Infectious Diseases Act (Cap. 137) and includes any other disease that is caused or suspected to be caused by a micro-organism or any agent of disease; and that is capable or is suspected to be capable of transmission by any means to human beings.

    10. “Intellectual Property” means all intellectual property rights whether registered or not, including patent rights, registered designs, design rights, copyrights, trademarks, database rights and all other intellectual rights of whatever nature in any relevant jurisdiction.

    11. "Jell Wallet" means your e-wallet as maintained by us and linked to your particular Account.

    12. "Matching Services" means our service of a Service Solution Providers with Service Solution Users for the purpose of scheduling Service Solutions.

    13. "Platform" refers to our technology platform and/or our services, including our Sites, Applications and Matching Services.

    14. “Privacy Policy” means our relevant privacy policy relating to personal data and/or information.

    15. "Service Solution(s)" or “Job(s)” refers to the services and/or work agreed upon between a Service Solution User/Job Giver and a Service Solution Provider/Job Taker and performed by Service Solution Provider/Job Taker in consideration of payment by the Service Solution User/Job Giver.

      “Service Solution Match/Job Match” means a Service Solution/Job Request taken up by a Job Taker resulting in a Service Solution. There are 3 distinct ways of Job Match:

      1. Consult:  Job Giver finds a suitable Job Taker to find out details, and resulted in Job Match.

      2. On-demand: Job Giver requires a service urgently, and posted an “On-demand” request, the platform will provide up-to 3 bids from Job Takers on 1st-come-1st-server basis.  Once Job Giver confirms one of the 3 bids, Job Match happens.

      3. Booking:  Job Giver searches a suitable Job Taker based on reviews, ratings and other criteria.  Job Giver sends a booking request to Job Taker.  Once Job Taker confirms the request, a Job Match happens.

    16. "Job Offer/Take Jobs" means an offer of a Job by a Service Solution Provider as posted on the Platform.

    17. "Job Taker" means an Account Holder providing a Service Solution in consideration of payment by the Job Taker.

    18. "Job Request/Give Jobs" means a request for a Job by a Job Giver as posted on the Platform.

    19. "Job Giver" means an Account Holder whom requires a Service Solution and who engages the Service Solution Provider to provide a Service Solution.

    20. "Sites" means all websites owned, operated or provided by Jell, whether under the name “Jell” or otherwise.

    21. "User Content" has the meaning as ascribed to it under Clause 8.1

    22. “Variations” has the meaning as given to it under Clause 19.

    23. “Visitor” means a user who accesses our Products without registration and/or a user who has applied but not yet been approved by us to be registered as an Account Holder.
       

  3. How the Platform works

    1. Our Matching Service assists in matching Job requests made by Service Solution Users to Service Solution Providers and vice versa.

    2. Service Solution Users: Service Solution Users may use the Platform to post a Job that needs to be done and Service Solution Users may follow use the Platform to check on the status of such posts as well as any already scheduled Jobs.

    3. Service Solution Providers: Service Solution Providers should properly assess a Service Solution User's post or request before deciding if they would be able to fulfil the request. After such assessment has been made, the Service Solution Provider may accept the Job request through the Platform as well as use the Platform to monitor the status of an already accepted Job.

    4. Chat: Jell provides online chatting ability for easy engagement between Service Solution Provider and Service Solution User. However, please note that any Service Solutions scheduled or agreed upon are not binding until such scheduling has been done through our Platform.

    5. Notifications: The Platform will send notifications to Account Holders, in order to notify Account Holders of various matters, including the status of Service Solution requests and scheduled Service Solutions. We recommend that Account Holders turn on such notifications on their device.

    6. Account Holder updates: Account Holders should update the status of a scheduled or completed Service Solution as soon as possible so that we may proceed with any subsequent actions as may be required.

    7. Calendar: The Platform provides a calendar function to facilitate the Matching Service, and Account Holders are encouraged to use the calendar function to avoid missing out on a scheduled Service Solution.

    8. Spin & Win: Account Holders shall not misuse, abuse or attempt to game the [lucky spin] activities on Jell platform, and we reserve the right to withhold or to claw back any prizes and/or rewards which we, in our sole opinion, deem to have been distributed pursuant to such behaviour.

    9. Ratings: We shall provide for a rating system within the Platform for Account Holders to rate other Account Holders in respect of completed Service Solutions. Every rating will be automatically logged into our Platform's back-end systems and we may analyse all ratings received.

    10. Reports /Feedbacks: Account Holders may report any potential fraudulent, illegal and/or immoral activities on our Platform to us. Jell also welcomes feedback from our Account Holders on any issues relating to our Platform and/or areas in which we may improve.

    11. Jell User Community: Jell aims to creates a safe user community for Account Holders to interact for the provision of Service Solutions. As an Account Holder, we expect you to do your part in upholding such community standards.
       

  4. Your use of our Platform

    1. In using our Platform, you represent, warrant and undertake that all Service Solution Offers, Service Solution Requests and/or Service Solutions shall comply with any applicable law and/or that you shall have obtained and have in force all requisite licences, permits and registrations in respect of such Service Solution Offers, Service Solution Requests and/or Service Solutions. For the avoidance of doubt, illicit and/or immoral services and/or activities are strictly forbidden on our Platform.

    2. If, in our sole opinion, you are in breach and/or potential of the above, we may suspend and/or terminate your Account (with immediate effect or otherwise) and take such action as we deem appropriate, including making a report to the Singapore authorities.

    3. By registering for an Account and/or in starting to use our Platform, you represent, warrant and undertake that:

      1. you are duly authorised and have the legal capacity to enter into these General Terms and, if you are an individual, you are at least eighteen (18) years old;

      2. all information which you provide shall be true and accurate;

      3. you will provide us with true, accurate, current and complete information as required for registration as an Account Holder ("Account Information") and undertake to maintain and update your Account Information in a timely manner to keep it accurate, current and complete at all times whilst using or accessing the Products;

      4. you agree that Jell may rely on your Account Information as accurate, current and complete without any duty on our part to verify such Account Information;

      5. you will only use our Platform (or any part thereof) for its intended and lawful purpose;

      6. you will keep your Account password or any identification we provide you which allows access to the Platform secure and confidential;

      7. you shall notify us immediately of any unauthorized use of your Account or any other breach of security;

      8. you will not try to interrupt or adversely affect the Platform in any way below but not limited to, not limiting to,

        1. Attempt to disable, impair, or destroy this website or Content or submit, upload or transmit any content which contains any virus or other malicious, destructive or corrupting code, programme or macro. Impersonate any party or otherwise misrepresent your affiliation with or authorisation by any party.

      9. you will not attempt to commercially exploit any part of the Platform without our permission, including without limitation, modifying any of the underlying code or Intellectual Property relating to the Platform in any way, or copying, reproducing, publicly displaying, distributing or otherwise using or communicating them for any public or commercial purpose without our permission;

      10. you will not copy, or distribute the Platform or any part thereof without Jell's written consent;

      11. you shall not impair or circumvent the proper operation of the network which our Platform operates on;

      12. you will provide us with whatever proof of identity or any other documents, permits, licenses, certifications or approvals which we may reasonably request or require;

      13. you will not use the Platform for sending or storing any unlawful material or for fraudulent purposes;

      14. you will not use the Platform to cause nuisance or behave in an inappropriate or disrespectful manner towards Jell or any third party;

      15. you will not post content on the Platform which may be deemed to discriminatory or offensive to any other Account Holder or third party;

      16. you shall in good faith attempt to resolve any disputes which may arise between yourself and us, any other Account Holder or any third party in relation to your use of the Platform;

      17. you will only use an Account which you have duly registered for and are authorized to use;

      18. you agree to assist Jell with any internal or external investigations as may be required by Jell in complying with any prevailing laws or regulations in place; and/or

      19. Jell may, in its sole discretion, terminate and/or suspend your Account if there is a breach or potential breach of these General Terms.
         

  5. Our provision of the Platform

    1. In providing the Platform, and Jell expressly makes no representation and/or warranty in relation to any Service Solution Provider, Service Solution User, Service Solution Request, Service Solution Offer and/or any Service Solution.

    2. Any agreement as to the nature of a Service Solution and the type / specifications of services to be provided in respect of a Service Solution will be as between the Service Solution Provider and Service Solution User.

    3. Whilst Jell will use reasonable efforts in resolving disputes between Service Solution Providers and Service Solution Users, we express disclaim any liability in respect of any such disputes.
       

  6. Service Solution Providers

    1. As a Service Solution Provider, you further represent, warrant and undertake that:

      1. you are capable of and have the requisite qualifications and skill in providing services listed as part of your Service Solution Offer and/or as agreed with a Service Solution User as part of a Service Solution;
        to include:

        1. Necessary equipment

        2. Conduct the job with safety precautions or measures

        3. Businesses to safeguard their admin rights to access jobs taken by them. It will not be Jell’s responsibility if admin rights are compromised.  

        4. Job Takers are responsible to update Job Status and Job Takers should make sure accurate representation of job status for each job assigned to them.

      2. you will implement such safety measures as may be appropriate in providing the Service Solution;

      3. you shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage in connection with your provision of Service Solutions;

      4. you shall comply with all applicable laws and/o regulations related to the operation of business and will be solely responsible and liable for  any breach and/or violations of such;

      5. you acknowledge and agree that we may act as your collection agent in respect of fees due from a Service Solution User for your performance of a Service Solution;

      6. you shall not contact other Account Holders other than for such purposes as may be necessary in the provision of the Service Solution;

      7. you shall not reverse look-up, trace or seek to trace any information on any other Account Holder and/or any other user of or visitor to the Platform, or any other customer of Jell, including without limitation any user account not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but shall not be limited to personal identification information, other than your own information, as provided for by the Platform;

      8. you are aware that when responding to us, other Account Holders or other users of the Platform, standard telecommunication charges may apply which shall be solely borne by you;

      9. if you sign up for an account on behalf of a company or other legal entity, such entity shall be the owner of the account, and you represent and warrant that you have the authority to bind such entity to these General Terms;

      10. you shall not promote services which compete or potentially compete with Jell on the Platform; and/or

      11. you shall not use the Platform for any unintended purposes such as but not limited to data mining of Jell’s information or information related to the Platform.

    2. As a Service Solution Provider, you acknowledge and agree that Service Solution Users rely on you for provision of the Service Solutions. Service Solution Providers further acknowledge and agree that high and/or frequent cancellation rates or poor service of pre-scheduled Service Solutions will impair the Service Solution User's experience and negatively impact the reputation and branding of Jell.

    3. Whilst a Service Solution Provider may cancel a Job, the cancellation shall be based on certain cancellation reasons as set out in the Platform (which are deemed to be reasonable). Jell reserves the right to amend such cancellation reasons from time to time. A cancellation by a Service Solution Provider that is not based on one of such reasons or a Service Solution Provider which frequently ignores Service Solutions may have their access to the Platform suspended, restricted and/or terminated.
       

  7. Service Solution User

    1. As a Service Solution User, you further represent, warrant and undertake that:

      1. your use of the Platform or Service Solution is, unless otherwise allowed by Jell, for your own sole, personal use (or the use of your legal child and/or ward), or, for use by an entity of which you are an authorised representative;

      2. ensure environment of conducting job are complied with safety measures/precaution

      3. you agree to provide true, accurate and complete information when requesting for a Service Solution;

      4. you further acknowledge and agree that if the information on a request for Service Solution is materially untrue, inaccurate and/or incomplete, the Service Solution Provider is entitled to cancel your booking and you may be still be charged for such Service Solution;

      5. you shall not contact the Service Solution Provider through the Platform for purposes other than related to the provision of a Service Solution;

      6. where applicable, you shall endeavour to provide a safe working environment for the Service Solution Provider and/or their equipment as well as take such safety measures as may be necessary for yourself;

      7. where applicable, you will not create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed on the Platform except for your personal, non-commercial use;

      8. where applicable, you will not copy any content displayed through the Platform, including any third party product content and reviews, for republication in any format or media;

      9. you acknowledge and agree that only one Account may be registered for each Singapore mobile number.

      10. you are aware that when communicating by SMS or by using the Platform, standard telecommunication charges and data charges may apply; and/or

      11. you agree that Jell may, in its sole discretion, consider your Account to be dormant if it has not been used for a period of twelve (12) months and deactivate or restrict access to such Account.

    2. Service Solution Users may only commence arranging for a subsequent Service Solution after paying for any completed Service Solution in full.

    3. Should Service Solution Users cancel a scheduled Service Solution less than 30 minutes prior to the scheduled time of such Service Solution, a cancellation charge and other relevant cancellation fees will apply. Such cancellation fees may be adjusted from time to time by Jell.

    4. Job Givers are required to make full payment for the Matched Job, which may be by credit card, debit card, or one of the other payment methods as may available to you on the Platform. Any such payment is non-refundable and irrevocable.  On case-by-case basis, Jell, in its sole discretion, may decide to refund Job Givers with valid reasons and/or legitimate grounds.  The refund will take about 2 weeks to process upon confirmation of refund. 

    5. Where applicable, Job Taker may be liable for the cost of repairing any damage to or necessary cleaning of the Job Giver’s premise/equipment as a result of a Job Taker’s misuse of premise/equipment  and/or a breach of these General Terms.
       

  8. Platform compatibility

    1. Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Platform. While we continuously develop the Platform in order to, as far as possible, support all commonly used devices, models and/or browsers in markets where the Platform is likely to be accessed from, we do not warrant compatibility of the Platform with specific devices, models and/or browsers.

    2. Our Platform may require data network, and due to the device, model and/or browser, there may be delay/hang in the function of the device from consumption of memory and/or data. We  shall not be responsible nor liable for any such malfunctions, slowness or hang of your device from using and/or accessing our  Platforms. We will use commercially reasonable efforts in resolving such reported malfunctions towards the consistent performance of our Platform.
       

  9. User Content

    1. When you upload, submit, store, send or receive content to our Platform ("User Content"), you give Jell a non-revocable license to use, host, store, communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant for the limited purpose of operating, promoting, and improving the Platform and/or for you to access the Platform, including analysing such User Content to provide you with personally relevant Service Solution suggestions.

    2. Notwithstanding the above, we shall not be responsible and/or liable for the legality and/or appropriateness of User Content.

    3. For user uploaded contents, all of the Content are original works and have not been copied wholly or substantially from any other source.

    4. Account Holders are the sole legal and beneficial owner of all right, title and interest in and to the Content and/or have all the right, power and authority and all the necessary consents, waivers and releases to grant the licences set forth in this

    5. To the best of your knowledge and belief, the Content is not defamatory, libellous or slanderous, inflammatory or threatening, obscene, indecent, pornographic or profane, fraudulent, misleading or intentionally erroneous, or in violation of any applicable law, third party rights or industry codes.
       

  10. Payment
    Jell Platform will deduct the agreed amount from Job Giver when Job Match happens.Upon completion of the job, Jell will release the amount (after deducting Jell’s platform fee) to Job Takers based on 2 scenarios:
    a.  Job Giver provides feedback and rating
    b.  hours after Job Taker changes Job Status to “Completed” and no dispute was filed by Job Giver]

    1. Any fees which Jell may charge in connection with the Platform (whether in respect of a Matching Service, Service Solution or otherwise) are due immediately and are non-refundable This no-refund policy shall apply at all times regardless of your decision to terminate your use of and/or access to the Platform, our decision to terminate or suspend your access to and/or use of the Platform, disruption and/or interruption caused to your use of and/or access to the Platform whether planned, accidental or intentional, or any reason whatsoever.

      Refund, if any on case-by-case basis with valid reasons and/or legitimate grounds, will up to 2 week to process
       

    2. Service Solution Providers will be charged a transaction fee by Jell for each completed Service Solution. This is automatically deducted. Jell may revise the relevant transaction fee amount from time to time in Jell's sole discretion, with the balance of the payment in respect of the Service Solution to be paid to the Service Solution Provider.

    3. We reserve the right to immediately suspend and/or decline the processing of any transaction (whether involving a Service Solution or otherwise) where we reasonably believe that the transaction may be fraudulent, illegal or involves any criminal activity or where there has been a potential breach and/or breach of these General Terms. In such event, you acknowledge and agree that you shall not hold us liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.

    4. Jell shall administer payments to you by way of your Jell Wallet which is linked to your [bank account]. Your earnings will be displayed in the account balance in the Application and may be withdrawn by you to your designated bank account, or to such other recipient accounts as are made available in the Application. Your Jell wallet is only used to receive payment, and you cannot top up your linked bank account through Jell.
      [The wallet can only be credited with following 3 sources of income:

      1. Credit from refer-a-friend “member-get-member” scheme

      2. Credit from “Spin & Win” marketing game

      3. Credit from completing a Job

      4. Credits in Jell Wallet can only be transfer to bank accounts, and they are not allowed to pay other services within or outside Jell Platform].

    5. Jell shall administer payments from you by way of credit card and/or debit card and Jell shall make such deductions utilising the card details as provided to us in your Account Information.

    6. You may make withdrawals from your Jell Wallet provided the balance is greater or equal to $30 (or such other balance as we may subsequently determine)

    7. Upon completion of the job, Jell will release the amount (after deducting Jell’s platform fee) to Job Takers based on 2 scenarios:

      1. Job Giver provides feedback and rating

      2. 8 hours after Job Taker changes Job Status to “Completed” and no dispute was filed by Job Giver

    8. In the event that a Service Solution User does not make full payment, Jell shall not be responsible nor liable for any such shortfall and make deduct the full amount of its transaction fees (or maximum amount possible from such fees as have been paid).

    9. From time to time, Jell Platform offers Jell Coupons which can be used to pay for Jobs and get a discount. Jell should not be hold responsible for problems/issues with the vouchers.  If a voucher is used for a job, the full voucher amount will be deducted even if the voucher amount is greater than the amount required to complete the job.
       

  11. Taxes

    1. You agree to bear and to be responsible and/or liable for all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be applicable from time to time arising out of your use of the Platform and/or any sums as are paid to you (if any).
       

  12. Intellectual property and brand features

    1. We grant you a non-exclusive, non-sublicensable license for use of our Platform. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Platform as provided by Jell, in the manner permitted by these General Terms and any other applicable terms. You acknowledge you will not copy, modify, distribute, sell, or lease any part of such Platform, or reverse engineer or attempt to extract the source code thereof.

    2. The Platform and associated Intellectual Property shall remain the exclusive property of Jell (or the relevant licensors). Jell and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Platform and by extension, any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Platform. These General Terms do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Platform, or any intellectual property rights owned by Jell and/or its licensors. Jell’s name, Jell’s logo, the Platform and any third party logos and/or product names associated with the Platform are trademarks of Jell or third parties, and no right or license is granted to use them, save for the license granted under Clause 12.1 above. For the avoidance of doubt, the term Platform shall include its respective components, processes and design in its entirety.

      The design and layout of this website are protected by intellectual property and other laws and shall not be copied, imitated or used in whole or in part without the prior written permission of us or the respective rights owners.
       

  13. Protection of personal data

    1. Jell treats the protection of personal data with utmost seriousness and our treatment of personal data is set out in our Privacy Policy. In accessing our Platform, you are deemed to have agreed to abide by the provisions of the Personal Data Protection Act 2012 of Singapore, and its associated subsidiary legislation, regulations and/or guidelines.
       

  14. Limitation of liability

    1. Without prejudice to the remaining provisions of this Clause, you acknowledge and agree that your use and access of the Platform is entirely at your own risk and you acknowledge that the Platform (and its associated components) are provided on an “as is” and “as available” basis. The Platform (and its associated components) is not intended to address your particular requirements.

    2. The Platform (and its associated components) may include inaccuracies and/or typographical errors. Changes are periodically made to the Platform (and its associated components). Save as provided for in these General Terms, neither we nor our Agents make any representations and/or warranties, and to the fullest extent permitted by law, exclude all implied warranties (including but not limited to, warranties of satisfactory quality, title and fitness for a particular purpose) in respect of, but not limited to:

      1. the suitability of the Platform (and its associated components);

      2. the accuracy, availability, reliability, completeness or timeliness of the Platform (and its associated components);

      3. the results obtained from accessing and using the Platform (and its associated components).

    3. Furthermore, we do not represent or warrant that:

      1. the functions contained in the Platform (and its associated components) will be uninterrupted or error-free

      2. defects (if any) will be corrected;

      3. the Platform (and its associated components) or the servers that make them available are free of viruses or other harmful components; nor

      4. the use of any of Platform (and its associated components) will not infringe the intellectual property rights of any third party.

    4. Neither we, nor any our Agents will be liable to you for:

      1. any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if we or any of our Agents have been advised of their possible existence; nor

      2. any direct damage, loss or expense arising from a loss of customers, loss of profits, loss of anticipated profits, loss of savings, a security breach or a loss of data.

    5. Without prejudice to Clause 13.4, neither we nor any of our Agents shall be liable to you for any direct or indirect damage, loss, expense and/or injury suffered by you, your Agents and/or any other person of whom you are Agent, arising out of but not limited to:

      1. any viruses, worms, "Trojan horses" or similar programs, denial of service attack, spamming or hacking, or consequential damages, or any claim against us by any other party; or

      2. any fault, inaccuracy, omission, delay or any other failure in the Platform (and its associated components) caused by your computer equipment or arising from your use of the Platform (and its associated components) on such equipment; or

      3. any inaccuracies, errors in, and/or omissions from Platform (and its associated components); or

      4. any delays, interruptions or short-term or immaterial errors in the transmission or delivery of any part of the Platform (and its associated components); or

      5. any additions, deletions or changes made to the Platform (and its associated components) at any time; or

      6. in any way connected with the Platform and/or its associated components); or

      7. the use or inability to use the Platform and/or its associated components); or

      8. any reliance placed by you on the completeness, accuracy or existence of any advertising or marketing in respect of Jell and/or the Platform and its associated components; or

      9. as a result of any relationship or transaction apart from the Platform between you and any other Account Holder and/or third party, even if Jell and/or its licensors have been previously advised of the possibility of such damages.

    6. Without prejudice to Clauses 13.4 and 13.5, neither we nor any of our Agents shall be liable to you for any direct or indirect loss, damage or expenses arising by any reason of non-performance by us of these General Terms or any other provision and/or term of our agreement with you.

    7. Without prejudice to the limitation of liability provisions above, in the event that you, as an Account Holder, incur any loss, damage or expense arising out of your use of the Platform, you agree that our liability to you shall be limited to the sum of the fees which we have collected and retained from you in the three (3) month period preceding the date on which the claim arose.

    8. You acknowledge and agree that we are not responsible for the investigation, defence, settlement, and discharge of any third party claim for intellectual property infringement, breach of contract or otherwise that is occasioned or committed by you.

    9. Nothing in these General Terms shall limit or exclude our liability for any liability that cannot be excluded or limited by applicable laws.
       

  15. Disclaimers

    1. Service Solution Providers and Service Solution Users are responsible for discussing and finalising the details of a Service Solution including the pricing of such Service Solution as may be applicable. Jell expressly disclaims that it assesses or monitors the suitability, legality, ability, movement or location of any Account Holders including Service Solution Providers and/or Service Solution Users and you expressly waive and release Jell from any and all liability, claims or damages arising from or in any way related to the Service Solution Providers, Service Solution Users and/or their respective Agents.

    2. Jell will not be a party to disputes or negotiations of disputes between Account Holders and/or between Account Holders and third parties. [Jell cannot and will not play any role in managing payments between you and the third party providers or your contracted staffs] Responsibility for the services and/or products offered via the Platform and the corresponding decision as to whether to engage such services and/or products rests solely with and on you. You expressly waive and release Jell from any and all liability, claims, causes of action, or damages arising from your use of the Platform (and its associated components), your use of any services and/or products that you may come to know of through the Platform and/or any customers / end users that you may come to know of through the Platform.

    3. The quality of the Service Solution scheduled through the use of the Platform is entirely the responsibility of the Service Solution Provider who ultimately provides such service to the Service Solution User. You understand, therefore, that by using the Platform, you may be exposed to offensive, harmful, unsafe or otherwise objectionable, services, products and/or content and that you use the Platform at your own risk.
       

  16.  Indemnity

    1. You agree to indemnify and hold us, our Agents, licensors (if any) and sub-contractors (if any) harmless from and against all costs, claims, damages, loss, liability, demand and expenses (including economic loss, accounting fees, and court and legal costs assessed on a solicitor-client basis) which we might suffer or incur, arising whether directly or indirectly, by reason of:

      1. your negligent act or omission, wilful default, misconduct or fraud

      2. your use and/or access to the Platform;

      3. your breach of any provision in these General Terms; and/or

      4. your failure to comply with applicable laws.

    2. For the avoidance of doubt, this indemnity shall extend (without limitation) to any damage and/or loss which we may suffer as a result of the use by third parties of your Account, except in circumstances where you can demonstrate to our satisfaction that such third party obtained the relevant details through no fault (including, without limitation, negligence) of your own.
       

  17. Breach and termination

    1. Notwithstanding any other provision in these General Terms, failure to comply with any provision under these General Terms constitutes a material breach. We will determine, in our sole discretion, whether any such breach has occurred. Where we suspect or determine that such a breach has occurred, or if there arise other issues which we consider, in our sole discretion, to be disruptive to our business and reputation, we may take such action as we deem appropriate at any time, with or without prior notice to you, including all or any of the following:

      1. issuance of a warning to you;

      2. restricting, suspending or terminating your use and/or access as a Visitor and/or an Account Holder and/or your access to and/or use of the Platform, or any part thereof;

      3. taking legal steps against you and/or instituting legal proceedings against you for your breach; and/or

      4. the disclosure of such information related to your breach to law enforcement and/or other governmental authorities as we may feel is necessary.

    2. For the avoidance of doubt, you shall not be entitled to any refund of any payment made by you, in the event of the restriction, suspension and/or termination of your use and/or access pursuant to Clause 18.1 (for any reason whatsoever), or in the event that we take any action pursuant to Clause 18.1 above.

    3. The Account Holder may terminate their Account via email or feedback from provided that an Account Holder cannot give such written notice of termination where there are any unpaid fees and/or any other breach of these General Terms. Jell shall use commercially reasonable efforts in refunding the balance in the Account Holder's Jell Wallet (if any) following such termination.

      Jell will refund the remaining credits in Jell wallet upon closure or termination of account.

    4. Upon a termination, pursuant to Clause 18.1 or 18.3 above, all rights granted to you hereunder shall immediately cease and terminate, and you must immediately cease your access to and/or use of the Platform, or any part thereof. Termination shall not affect Jell's rights which have accrued against you prior to termination.
       

  18. Variations

    1. We may modify, amend or revise these General Terms at any time in the exercise of our sole discretion, with or without notice to you, and you agree to be bound by all such modifications, amendments and/or revisions (“Variations”). Such Variations will be notified to you by being posted on the Sites and Variations which are in our view, material, will be notified to our Account Holders. You are responsible for checking the Sites regularly for any posted Variations. A Variation will come into effect immediately upon the Variation being posted on the relevant Site and/or having been notified to Account Holders.

    2. If you do not agree to any Variation to these General Terms, you are to stop accessing and/or using the Platform (and any of its associated components) immediately. Your continued access and/or use of the Platform (and any of its associated components) after a Variation has come into effect will constitute your assent to and acceptance of the Variation and the modified, amended and/or revised General Terms.

    3. We may also update, change, remove or discontinue access to any of the Platform (and any of its associated components) or change any aspect, features, component or content of the Platform (and any of its associated components) at any time, for any reason, with or without notice to you, in the exercise of our sole discretion, without liability. We therefore do not guarantee that any specific aspect, content, component and/or feature will always be available for the Platform. You agree and acknowledge that such changes may result in you being unable to access the whole or any part of our Platform.
       

  19. Non-exhaustive list of Sites and their domains

    1. Our Sites are located on the internet under, but not limited to, the following domains and apps:

      Jell.com.sg, Jell.sg, Jell Consumer App, Jell Biz App, Jell Admin Module
       

    2. The domain names for our Sites may change from time to time.
       

  20. Notices

    1. Any notice which is required to be given pursuant to these General Terms shall be made by email or via the Platform. For email and in your case, to the email address provided as part of your Account Information and, in our case, to the relevant contact as given in these General Terms, to the address posted on the relevant Site or otherwise notified to you in relation to these General Terms.

    2. Any such notice as sent by email shall be deemed to have been received by the recipient on the day of transmission (and if on a day on which businesses in the recipient’s jurisdiction are not open for business, on the next business day).
       

  21. General

    1. These General Terms (including any terms incorporated by reference in these General Terms) constitute the entire agreement between us in relation to your access to and use of the Platform (and its associated components) and supersedes all prior agreements, negotiations and discussions between you and us relating to the same.

    2. Headings in these General Terms are solely for convenience, and shall have no legal meaning or effect.

    3. An entity who is not a party to these General Terms has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce and/or enjoy the benefit of any provision and/or term of these General Terms.

    4. These General Terms are governed by and construed in accordance with the laws of the Republic of Singapore. Any dispute concerning these General Terms shall be subject to the exclusive jurisdiction of the Courts of Singapore.

    5. If any provision of these General Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these General Terms, which shall remain in full force and effect.

    6. We shall not be liable for any non-performance, error, interruption or delay in the performance of our obligations, the provision of the Platform (or any part thereof) or in the operation of the Platform (or any part thereof), or any unavailability of the Platform (or any part thereof), that is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control including without limitation:

      1. acts of God, nature, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, epidemics and/or Infectious Disease, prohibitions or measures of any kind on the part of any governmental, judicial, parliamentary or local authority, import or export regulations or embargoes, or industrial actions or trade disputes (whether involving our employees or of third parties);

      2. a failure or interruption in public or private telecommunication networks, communications channels or information systems;

      3. acts or omissions of any third-party service provider or any other party for whom we are not responsible;

      4. delay, failure or interruption in, or unavailability of, third-party services; and

      5. viruses, other malicious computer codes or the hacking by any party of us or third-party services.

    7. We may assign, sub-license and/or transfer our rights and obligations under these General Terms to another party without notice to you. This includes (but is not limited to) sub-contracting delivery of a Matching Service to any third-party service provider who operates the business relating to the relevant information, publication or data product forming part of that Matching Service. You may not transfer, assign, sub-license and/or transfer any of your rights or obligations under these General Terms to another party, save with our prior written consent.

    8. Failure or neglect by us to enforce at any time any of the provisions in these General Terms shall not be construed or deemed to be a waiver of our rights hereunder, nor in any way affect the validity of the whole or any part of these General Terms or prejudice our right to take subsequent action.
       

  22. Additional Terms

    1. The following terms and policies are hereby incorporated into these General Terms by reference and provide additional terms and conditions related to specific aspects or features of your use of the Platform (and its associated components):

      1. Privacy Policy in relation to use of your personal data and/or information;

      2. [Dispute Resolution Policy];

    2. You acknowledge and agree that you have read and understand the General Terms and all the above terms and policies and agree to be bound thereby.