Outsource! by MatchWise
(Operated by MatchWise Pte Ltd, UEN: 202406571N) (“Outsource!”, “we”, “our”, “us”)
IMPORTANT – PLEASE READ CAREFULLY
These Terms of Service ("TOS" or "Agreement") form a legally binding contract between you ("Client") and MatchWise Pte Ltd. By using our services ("Service"), you expressly agree to these terms, including future amendments.
1. Scope of Services
- Outsource! facilitates business process outsourcing by connecting Clients with vetted third-party service providers ("Pros"). We do not directly provide professional services.
- Details at: matchwise-sg.com.
2. Acceptance & Compliance
- By using the Service, you confirm acceptance of this Agreement.
- Discontinue use immediately if you disagree with any terms.
- Clients must notify us of any fee changes with third-party Pros to maintain protections hereunder.
3. Amendments
We may modify these terms at any time. Changes take effect upon posting at the above URL.
4. Client Obligations
- You warrant that:
- You are legally authorised to agree to these terms;
- All provided information is accurate and current;
- Your use complies with all applicable laws.
- You agree not to:
- Use the Service unlawfully or beyond its intended scope;
- Damage third parties or our systems;
- Copy, redistribute, or impersonate our content without written consent.
- Breach Consequences: We may terminate Service for untrue/incomplete information or violations.
5. Privacy & Data Protection
- We collect anonymised usage data and necessary Personal Data (e.g., name, email).
- Consent: By submitting data, you consent to its use per Singapore’s PDPA.
- Voluntary Provision: Withholding data may limit Service access.
6. Intellectual Property
All website content, branding, and methods are our exclusive property. No reuse without written permission.
7. Disclaimer of Warranties, Limitation of Liability, and Indemnification
7.1 No Liability for Professional Services
- Pros’ acts, omissions, or breaches;
- Client negligence, misuse, or failure to comply with this Agreement;
- Reliance on the Service or a Pro’s work.
7.2 Indemnification
- Client’s Obligation: You agree to indemnify and hold MatchWise and its Pros harmless against any claims, damages, or expenses (including legal fees) resulting from:
- Your breach of this TOS;
- Your negligence or misconduct in using the Service;
- Your violations of applicable laws or regulations.
7.3 Liability Allocation
- Comparative Fault: Liability between Clients and Pros is apportioned by applicable law.
- No Joint Liability: Clients and Pros waive claims against each other for our acts/omissions, unless caused by our gross negligence.
7.4 Survival
Indemnification obligations survive termination.
8. Notices
We may notify you via email, text messages, or website postings. Email notices are deemed received 1 hour after sending.
9. Assignment
Clients may not assign this Agreement without our written consent. We may assign freely.
10. Severability
In the event that any provision hereof is found invalid or unenforceable, the remainder of the TOS shall remain valid and enforceable.
11. Waiver
The failure of us to exercise or enforce any of the provisions herein shall not constitute a waiver of such right.
12. Governing law.
This TOS shall be construed in accordance with, and governed in all respects by, the laws of Singapore without regard to conflicts of law principles.
13. Payment & Refunds
- Late Fees: 8% monthly penalty on overdue payments.
- Refunds: Generally non-refundable post-payment. Exceptions require written mutual agreement.
14. Confidentiality
- Definition of Confidential Information "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by either party, whether:
- expressly communicated (in writing, verbally, or electronically) as confidential; or
- reasonably inferred as confidential given the nature of the information or circumstances of disclosure.
- Business processes, trade secrets, and operational methods;
- Client data, vendor terms, and pricing structures;
- Technical, financial, or strategic materials.
- Our Obligations We will:
- Protect Client data in compliance with applicable laws (e.g., Singapore PDPA);
- Require all Service Providers (“Pros”) to agree to NDAs enforcing confidentiality.
- Client Obligations You agree to:
- Safeguard our proprietary processes and Confidential Information;
- Not disclose, replicate, or misuse such information without our prior written consent;
- Use the same care as with your own confidential data (but no less than reasonable care).
- Breach Consequences Unauthorized disclosure may result in:
- Immediate termination of this Agreement;
- Legal action (e.g., injunctive relief, damages);
- Liability for indemnification under Section 7 (if applicable).
- Exceptions Confidentiality obligations do not apply to information that is:
- Lawfully obtained from a third party without restriction;
- Independently developed without reference to the disclosing party’s information;
- Required to be disclosed by law (with prior notice, if permitted).
15. Termination
- By Client: Written notice required before next billing cycle. Late notice incurs charges.
- By Us: We may terminate with advance notice, refunding unused fees pro-rata.
16. Payment Terms & Late Payment Fee
- Final Month Payment Upon Termination: Upon termination of the subscription, payment for the final month of engagement must be settled within 30 days from the last day of engagement. If payment is not received within this period, a late payment fee of 8% will be applied and will accrue monthly until the outstanding amount is fully paid.
17. Marketing Communications & Data Use
- Consent for Marketing: By providing your contact information, you may opt-in to receive marketing materials (e.g., newsletters, promotions) from us.
- Opt-Out Rights: You may withdraw consent at any time by notifying us via email. We will process opt-out requests within 10 business days.
- Legitimate Interest: For existing clients, we may send service-related communications (e.g., updates, security alerts) without prior consent, as permitted under PDPA/GDPR’s "legitimate interest" provisions. These messages will include an opt-out option.
18. Entire Agreement
This TOS supersedes all prior agreements.
MatchWise Pte Ltd