Introduction
1.1. Wellbub is the trading name of WELLBUB PTE. LTD. We are a company registered in Singapore under number 202336883D, Our registered office address is 7500A BEACH ROAD, #04-326, THE PLAZA, SINGAPORE (199591).
1.2. We run an online directory of providers of pre-natal and post-natal services. We refer to the providers of those services as “service providers”. We refer to the users of those services as “parents”.
1.3. These terms and conditions govern the relationship between you (a service provider) and us. By registering with us and paying for our services, you confirm that you accept these terms and conditions and that you agree to comply with them. agreeing to keep to these terms and conditions. If you do not agree with these terms and conditions, you must stop using our website and our services immediately.
1.4. You should also read our website terms of use and our privacy and cookies policy, which also apply to your use of our website and services.
1.5. We keep all of our terms and conditions under review and may make changes to them from time to time. Where any changes disadvantage you, we will give you written notice of any such changes. Where there are differences between this version of our terms and conditions and any previous versions, this version will apply (except where they say otherwise).
The contract between you and us
2.1. When you request to appear in our online directory, that is an offer from you to buy our services in line with these terms and conditions.
2.2. Your offer will be accepted, and the contract between you and us will come into force, on the date and at the time we send you written notice that we have accepted your order.
2.3. Any illustrations, descriptions or advertising issued by us, and any descriptions or illustrations contained in our publicity material or on our website, are provided only to give guidance on our services. They do not form part of the contract or give us any legal obligation. You must therefore not rely on the contents of any such material which is not set out in these terms and conditions as it will not be binding on us.
2.4. These terms and conditions will apply over any other terms which you try to impose or incorporate, or which are implied by trade, custom, practice or otherwise.
2.5. Any quotation which we provide is not an offer from us, and is only valid for 10 business days (Monday to Friday, except bank holidays) from the date we issue it.
Our services
3.1. The services we provide will be in line with, or equivalent to, the description or specification of the services either provided in writing by us or set out on our website.
3.2. We will take reasonable steps to meet any performance dates shown on our website, but any such dates are estimates and are not binding on us.
3.3. We may make changes to our services, for example in line with any relevant legal or regulatory requirements, or if the change does not significantly affect the nature or quality of our services. We will give you notice of any changes we make.
3.4. When you request to appear in our online directory, we will request certain information from you (for example, your name and contact details, details of your training, qualifications, experience, your areas of expertise and your fees) as well as any proof we need (for example, photo ID and proof of your membership with any relevant professional body, qualifications and insurance cover). We can refuse your request to be listed in the directory at our absolute discretion, for example where we cannot verify any of your information or it does not meet our registration standards from time to time.
Your obligations
4.1. You must be the author of your listing in our directory. If you wish to use any information, pictures, photographs or other content which you have not created personally, you must ensure that you have all necessary permissions to use such content on our website. We will accept and have no liability if any listing breaks, limits or undermines a third party’s rights.
4.2. The information you provide to us, the content of your listing in our directory, and the information you provide to parents via our website must at all times be complete, accurate, truthful and up to date.
4.3. We take reasonable steps to verify the identity of all of our service providers and you must co-operate with us during that process. However, we expressly do not verify, certify, recommend, endorse or approve any of the other information or content you provide or publish on our website. As a service provider, you are solely responsible for such information or content and we are therefore not liable for its accuracy or suitability for any parents. We will not be liable to you for any loss, damage (even if it could have been expected) or otherwise arising in connection with the information or content you provide or publish on our website.
4.4. You must co-operate with us in all matters relating to our services and your listing as a service provider, including giving us any information and materials we may reasonably need in order to provide our services, and make sure that the information is accurate.
4.5. You must always have all the registrations, qualifications, accreditations, licences, permissions and insurances you need in order to provide your services and must give us acceptable proof of such matters if we ask for it.
4.6. You must tell us, as soon as possible, about any complaints made about your professional services, as this may affect your eligibility to be a service provider and listed on directory.
4.7. You must tell us, as soon as possible, about any other matter which has affected or could affect your professional reputation (for example, professional sanctions, allegations, investigations and so on), as this may affect your eligibility to be a service provider and listed on directory.
4.8. You must allow us and our employees, agents, consultants and subcontractors to contact you at all reasonable times and keep the contact details we have for you up to date.
4.9. You must maintain any services or products we need to provide our services to you, such as an email account and a telephone number.
4.10. You must protect any sensitive information and materials associated with your listing in the directory, including (but not limited to) your username, password, log-in details, documents, policies, notices and correspondence, and make sure that these are not given to any unauthorised third parties.
4.11. In your listing in our directory during communications with parents on our website, you must only specify issues, treatments, approaches, products and services that you are qualified to offer or deal with.
4.12. In all such content and communications, you must also comply with the content standards set out in our acceptable use policy.
4.13. Your listing in the directory must not:
use obscene or vulgar language or contain content that is intended to promote or incite violence;
contain content that is unlawful or otherwise offensive or upsetting (including information that may break any rule, regulation or law specific to your business or industry);
contain any content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
break, limit or undermine the intellectual property rights of any third party; or
contain viruses or any other software or instructions that may damage or disrupt other software, hardware or communications network.
4.14. Your listing in the directory must be honest and fair, not make any claims that cannot be proved, not make dishonest or unreasonable comparisons with other businesses, be placed in the appropriate category and not impersonate other people or businesses.
4.15. In the event that any of the provisions of this clause are not followed by you, or any other conditions are broken, the following will apply:
We can suspend our services until you have put the matter right (if it can be put right), and we do not have to meet any of our obligations which have been prevented or delayed by something you have or haven’t done.
We may remove your listing and suspend or end our services. In this case, you will not be entitled to any refund. We can also make any alterations to listings if we consider it necessary to remove any material which might lead to legal action. In this case we will tell you about any alterations we have made. If we want to make changes to your listing for a reason other than the possibility of legal action, we will ask you for permission to make the change.
We will not be liable for any costs, damages or losses you suffer as a direct or indirect result of us failing to meet, or a delay in us meeting, any of our obligations as set out in this clause, or as a result of any mistakes in your listing.
If we ask in writing, you must reimburse any costs or losses we suffer as a direct or indirect result of something you did or failed to do.
Fees and payment
5.1. You must pay the subscription fees as shown on our website and agreed between us, on the dates agreed between us, until your contract ends in accordance with these terms and conditions.
5.2. We can increase our subscription fees from time to time. If we are going to increase our fees, we will give you written notice of this six weeks before the date of the increase. If you do not accept the increased fee, you must tell us in writing within two weeks of the date on which we gave you notice. We can then end the contract by giving you 30 days’ notice in writing. If you do not contact us within two weeks of the date on which we gave you notice of the increase, you will be considered to accept the increased fee.
5.3. You must make each payment you owe us:
in full within two business days of the due date shown; and
using one of the payment options provided.
5.4. If you do not make a payment on time, you will be considered to have broken the contract between you and us and we can end the contract.
5.5. If your subscription fee is overdue by 30 days or more, we may end the contract immediately and remove you from our directory. Even after we have done this you are still obliged to pay your overdue subscription fee.
5.6. You must not withhold all or any part of a payment due to us (unless this is required by law) to offset any amount that we owe you or that you do not think you owe us. We may withhold any amount we owe you to offset any amount you owe us.
Intellectual property rights
6.1. Intellectual property rights give a person or company the exclusive right to use their own creations, plans, ideas or other creative production and intangible assets (for example, goodwill) without the worry of competition, at least for a specific period of time. Intellectual property rights include copyrights, patents, trademarks, trade secrets, business names, rights in designs and rights to inventions.
6.2. We own or have permission to use all intellectual property rights in or in connection with our services, our directory and website, and all content (text, graphics, logos, images, video, audio file, software and so on) included on the website. Those materials are protected by intellectual property laws.
6.3. You may print, reproduce, copy, distribute, store or reuse content on our website only for personal or educational purposes without permission, unless our website or the law states otherwise. For any other use or purposes you will need to request and receive our express permission in writing in advance of such use. In all cases, you must always acknowledge us (and any identified contributors) as the authors of content on our site.
6.4. You must not systematically copy content from our website to create or compile any form of collection, compilation, directory or database, unless we have given you express written permission to do so in advance of such use.
6.5. Any content you upload to our website will be considered as non-confidential and non-proprietary, and by uploading it to our website you give us the right to use, copy, distribute and publish that content for any purpose. We also have the right to reveal your identity to any third party claiming that any content posted or uploaded by you breaks their intellectual property rights or their right to privacy.
Data protection
7.1. We will collect and process your personal data in accordance with our privacy policy as amended from time to time. When using our website and in your interactions with other website users, particularly parents, you agree to comply with all applicable data protection and privacy legislation in force from time to time.
7.2. In relation to any personal data processed by you in connection with the use of our website, you agree that you will:
keep such personal data confidential;
comply with our privacy policy as amended from time to time;
comply with our reasonable instructions with respect to processing such personal data;
assist us in responding to any data subject access request and to ensure compliance with our obligations under applicable data protection and privacy legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
notify us immediately on becoming aware of a personal data breach or communication which relates to your compliance with applicable data protection and privacy legislation;
at our request, delete or return any relevant personal data (and any copies of the same) unless required by applicable data protection and privacy legislation to store the personal data; and
maintain complete and accurate records and information to demonstrate compliance with this clause.
Cookies, other information and links on our website
8.1. Use of our website is also governed by our website terms of use and our privacy and cookies policy.
8.2. As well as having your listing in the directory, service providers under our Pro plans are entitled to publish client stories with photos, using the profile management tool. You must ensure that such content is at all times complete, accurate, truthful and up to date. You must also ensure that you have all necessary permissions (including from your clients) to use such content on our website.
8.3. Our website may contain links to other websites, including the websites of other service providers, Google reviews and affiliate links. Unless we have specifically said otherwise, those websites are not under our control. Our website having a link to another website does not mean that we endorse the linked website, its owner or the good and services they provide. We are not responsible for any content or information published on linked websites, and have no liability for any loss or damage arising from using a linked website or the goods and services provided by the operator of that website.
Disclaimers
9.1. Although we do everything reasonably possible to make sure that all the information on our website is accurate and up to date, including the descriptions of our services, we cannot guarantee that this is the case and we have no liability if this is not the case.
9.2. We do not guarantee that any part of our website or our service is suitable for use in commercial situations or that it provides accurate information or advice which business decisions can be based on. We cannot guarantee that our website will meet your needs, will be compatible with all systems, or any specific results (commercial or otherwise) from using our services.
9.3. Except for screening and approving listings, we have no control over, or involvement in, any service provider’s business and are not responsible for any actions taken by, or any products or services provided by, any service provider. We are not a party to any contract agreed between a service provider and a parent and therefore we have no liability or responsibility for any matters agreed between a service provider and a parent, including in relation to any fees payable by a parent to a service provider.
9.4. No part of our site, the directory, or our service in general, is intended to be advice and you should not rely on their content when making any decisions or taking any kind of action.
9.5. We use all reasonable skill and care to make sure that our website is secure and free of mistakes, viruses and other malware, you need to take responsibility for the security of your personal details and computers. We are not liable for our website being disrupted or unavailable as a result of causes beyond our control (including, equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions).
9.6. We can change, suspend or discontinue all or any part of our website and the services available. These terms and conditions will continue to apply to any revised version of our website, unless that website specifically states otherwise.
Limit of our liability
10.1. Nothing in these terms and conditions limits or removes our liability for death or personal injury caused by our negligence (or the negligence of our employees, agents or subcontractors) or by fraud or fraudulent statements or actions.
10.2. To the fullest extent allowed by law, we will not be liable to you for any loss or damage (including for any loss of business, profit, sales, revenue, business opportunity, goodwill, reputation, anticipated savings or any other direct or indirect losses), even if it could have been foreseen, arising in connection with you using (or being unable to use) our services or our website or you relying on the content included in the directory.
10.3. Except for liability under clause 9.1 above, our total liability to you under or in connection with the contract is limited to the subscription fees you have paid to us.
10.4. To the fullest extent allowed by law, we exclude all statements, promises, assurances, guarantees and implied terms (including, but not limited to, those shown on websites and in marketing material, adverts, brochures, communications and so on) that may apply to our website or any content on it and are not set out in the contract.
10.5. We take reasonable steps to make sure that our website is free from viruses and other malware, but we have no liability for any loss or damage arising from a virus, other malware, hacking or any other harmful material or event that may damage or disrupt your hardware, software, data or other material as a result of you using our website (including downloading any content from it) or any other website referred to on our website.
10.6. This clause will continue to apply after the contract between you and us ends.
Ending the contract
11.1. You or we can end the contract by giving the other notice in writing via the member portal, such notice to expire at the end of the current billing period.
11.2. We may end the contract or suspend our service immediately without notice if any of the following applies:
You break an important term of the contract and fail to put the matter right (if we believe it is possible to put it right) within seven days of being given written notice to do so.
We think there is a conflict of interest between you or your business interests and our business.
You become insolvent or bankrupt, go into receivership, make an arrangement with your creditors to pay off your debts or stop trading, or any similar event happens.
We receive what we believe to be a genuine complaint about your conduct, practice or use of our service from a parent.
We consider any qualification or other requirement you need to be included in the directory to be, or to have become, insufficient (for example, if we find out that you no longer have the necessary level of membership with a relevant professional body).
We find out about any circumstances which, in our opinion, have damaged, or could damage, our or our website’s reputation (for example, allegations or legal or tribunal proceedings against you) by continuing to allow you to stay in our directory.
11.3. You must pay any subscription fees that either become due during your notice period or are currently overdue.
11.4. Notwithstanding the termination of your subscription or your account in the middle of a billing period, you agree that you will not be entitled to any refund, adjustment of the subscription fee or any other reduction of any subscription fees you have already paid or are due to be paid and agree therefore to pay the full amount of the subscription fee for the billing period during which notice was given.
11.5. During your notice period you can ask for your listing be hidden from public view (although this will not entitle you to any refund or reduction of fees paid or due).
11.6. When the contract ends for any reason, the following will apply.
You must immediately pay all our unpaid invoices and interest (where appropriate).
If you have received services which we have not invoiced you for, we will send you an invoice, which you must pay immediately.
You will not be entitled to a refund, adjustment of the subscription fee or any other reduction of any subscription fees you have already paid or are due to be paid.
The rights, remedies, obligations and liabilities you and we already have when the contract ends will not be affected, including the right to claim damages for the contract being broken on or before the date it ended.
The clauses of the contract that say (or suggest) that they will still apply after the contract ends will continue to apply in full.
We can refuse your request to use our services again in the future, and do not need to give you a reason for this decision.
Circumstances beyond our control
12.1. We will not be liable to you if we fail to perform our obligations under this contract, or delay in performing them, as a result of a circumstance beyond our reasonable control. Circumstances beyond our reasonable control include industrial action and strikes (whether or not it affects our workforce), power or equipment failures, failure in the transport network, war, riot, accident, breakdown of machinery, fire, flood, storm, pandemic or other medical or public health issue, or the failures of our suppliers or subcontractors.
12.2. If the circumstance beyond our control prevents us from providing any of our services for more than four weeks in a row, we can end this contract immediately by giving you written notice.
General
13.1. We may transfer, in any way, any of our rights under the contract, and may subcontract or delegate any or all of our obligations under the contract, to any third party or agent. Unless you have our permission in writing, you must not transfer, in any way, any of our rights under the contract to any third party or agent.
13.2. Any notice or other communication that must be given under the contract must be in writing, addressed to the other party's registered office (if it is a company) or its main place of business (in any other case), or to any other address the relevant party has specified to the other party in writing. The notice or communication must be delivered personally, sent by a next-working-day delivery service, courier or email.
13.3. Any notice or other communication will be considered to have been received at the following times.
If delivered personally, when it is left at the correct address.
If sent by next-working-day delivery service, at 9am on the second business day after it was sent.
If delivered by courier, when the courier's delivery receipt is signed.
If sent by email, the business day after it was sent.
13.4. This clause does not apply to any documents served during legal proceedings.
13.5. If any of these terms (or part of them) cannot be enforced, that term is considered not to be included in these terms and conditions, and this will not affect the remaining conditions. This term will apply only in the country, state or jurisdiction where a particular term (or part of it) cannot be enforced.
13.6. If you or we do not exercise any right under the agreement, this will not prevent that right from being exercised at a later date.
13.7. Nothing in the contract between you and us creates any partnership or joint venture between you and us, or makes either you or us the other party's agent. You and we do not have authority to act as an agent for, or to bind, the other in any way.
13.8. Nobody except you and us has any rights to enforce its terms.
13.9. Except as set out in these terms and conditions, no changes can be made to the contract unless we agree to them in writing.
13.10. These terms and conditions, your access to and use of our website and its content, and the provision of our services to you, and any dispute or claim arising out of or in connection with all such matters, its content or their subject matter shall be governed by and construed in accordance with the law of Singapore. The courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions, your use of the website and its content, or their subject matter, and the provision of our services to you, save that we may enforce our rights in the courts of any jurisdiction having competence to issue an injunction directly enforceable against you.