Professional Service Agreement (Service Provider)

This Professional Service Agreement ("Agreement") constitutes a legally binding agreement between the service provider ("Professional Provider" or "you"), who is fully licensed and qualified to provide the services contemplated by this Agreement, and HAPPYPREGGIE TECHNOLOGIES SDN. BHD. ("HappyPreggie", “us”, “we”), a company incorporated under the laws of Malaysia, for the provision of care services, classes, workshop or any related services (“Care Services”) to third parties. By accepting the terms of this Agreement, you agree to provide Care Services to HappyPreggie's clients in accordance with the terms and conditions set forth herein. 

This Agreement sets forth the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to such subject matter. Any amendments to this Agreement must be in writing and agreed by both parties.

NOW, THEREFORE, the parties agree as follows:

1. You consent to being included in HappyPreggie's list of Professional Provider for the purpose of receiving Booking Requests. Prior to gaining access to the HappyPreggie Platform, you must review and agree to the Terms of Use and Privacy Policy of the HappyPreggie Platform, which are incorporated herein by reference. If there are any inconsistencies between the Terms of Use and this Agreement, this Agreement will prevail.
2. You represent and warrant that you possess the necessary qualifications, experience, and skills required to perform the Care Services in a professional and diligent manner and in compliance with all applicable laws and regulations, including, but not limited to, the PDPA.
3. You agree to provide Care Services to Clients as an independent contractor and not as an employee, worker, agent, joint venturer, partner, or franchisee of HappyPreggie or any Client.
4. You are required to perform the Care Services personally and cannot assign or delegate the performance of such Care Services to any sub-contractor or third party without obtaining the prior written consent of HappyPreggie.
5. Professional Provider and its Sub-Contractors must comply with any guidelines, specifications, instructions, policies, codes of conduct, and practice issued by HappyPreggie from time to time.
6. In the case of Care Services provided to Clients, HappyPreggie acts as the disclosed agent for Professional Provider, with Professional Provider being the principal of the contracting arrangement with the Clients. In this scenario, HappyPreggie is entitled to the Brokerage Fee outlined in this Agreement for the Care Services it provides.
7. Both HappyPreggie and Professional Provider acknowledge and agree that Care Services may be performed virtually or at a designated location as requested by the Clients or Progessional Provider.
8. Any third party engaged by Professional Provider to perform the Care Services will remain Professional Provider's Sub-Contractor and not have a legal relationship with HappyPreggie, including employment or contracting. Professional Provider must obtain prior written consent from HappyPreggie before engaging any third party to perform the Care Services.
9. HappyPreggie will evaluate the application and determine Professional Provider's suitability at its sole discretion. Upon accepting a Booking Request, Professional Provider is considered to have accepted the terms of performing the Booked Care Services at the specified location, time, and dates outlined in the Booking Request.
10. When providing Care Services to a Client, you and the Client will enter into a contract directly for you to complete the Booked Care Services. In this case, you authorize HappyPreggie to act as your disclosed agent for the purpose of entering into such a contract with the Client. You acknowledge that you are primarily responsible for providing the Care Services to the Client and acting as the principal in that contracting arrangement.
11. You agree that upon the Care Service is booked, HappyPreggie's cancellation policy will apply. HappyPreggie may provide or make available your name, phone number, likeness, and other profile information to the Clients.
12. HappyPreggie will act on behalf of Professional Provider and invoice the Client for the Booked Care Services Fees either before, during or after completion of the Care Services. Payment for the Booked Care Services Fees, minus the Brokerage Fee, and any Sub-Contracting Fees payable to Professional Provider will be made by HappyPreggie at the end of the applicable Payment Cycle, into the bank account specified by Professional Provider. HappyPreggie reserves the right to change the duration of the Payment Cycle at any time, and to amend the Booked Service Fees in its sole discretion, as long as it does not affect the agreed fee to be paid to Professional Provider.
13. Professional Provider is responsible for notifying HappyPreggie immediately of any changes to service information and personal data, as well as providing HappyPreggie with updates to this information, including copies of renewed licenses and certificates, as required by applicable laws, rules or regulations. Failure to do so may result in HappyPreggie deactivating or deprioritizing Professional Provider’s access to Booking Requests and/or the HappyPreggie Platform.
14. HappyPreggie requires the information provided by Professional Provider to conduct its business and will process this information in accordance with the Personal Data Protection Act 2010 (PDPA) and the Privacy Policy. By entering into this Agreement, Professional Provider consents to the collection, use, disclosure, transfer, and storage of their personal data by HappyPreggie for various purposes, such as assessing the suitability of Professional Provider for the HappyPreggie Platform and/or provision of Care Services, recommending Professional Provider for specific Booking Requests, conducting marketing analysis, and improving business operations. Professional Provider is aware of their obligations under the PDPA, and any personal data collected or processed in relation to any Booking Request, Booked Care Services, or this Agreement shall be used solely for providing Care Services.

The Services:

1. Professional Provider agrees to adhere to industry-standard appearance and grooming standards and maintain a Client rating that meets or exceeds the minimum rating established by HappyPreggie for continued access to the HappyPreggie Platform, which may be subject to modification. If a Professional Provider's overall rating falls below the established minimum rating, HappyPreggie reserves the right to provide a written warning to the Professional Provider, and may also limit or revoke the Professional Provider's access to the HappyPreggie Platform and/or Booking Requests.
2. Professional Provider acknowledges and agrees that any failure to complete a Booked Service in accordance with the Client's requirements as described through the HappyPreggie Platform constitutes a material breach of this Agreement and may result in termination in accordance with Section Term and Termination.
3. In the event of Professional Provider's failure to complete a Booked Service in accordance with this Agreement, HappyPreggie reserves the right to require Professional Provider to arrange and complete or rectify the Booked Service at a mutually agreed date and time with the Client without any additional payment to Professional Provider. HappyPreggie may also make compensatory payments to the Client for any alleged damage caused by Professional Provider and require Professional Provider to reimburse HappyPreggie for any compensatory payments made.
4. Professional Provider grants HappyPreggie the right to use their voice, likeness, image, and any ratings or reviews provided by Clients, with or without Professional Provider's name, for advertising and promotional purposes related to HappyPreggie's products and services available through the HappyPreggie Platform. HappyPreggie may also use Professional Provider's information to identify them to Clients and for other reasonable purposes, unless prohibited by law. Professional Provider may also be required to provide an image for the HappyPreggie Platform to facilitate identification with Clients.

Cancellations:

1. Professional Provider is required to adhere to HappyPreggie's cancellation policy, and may not cancelling a Booked Service. If Professional Provider needs to reschedule a Booked Service with more than twenty-four (24) hours' notice, Professional Provider may contact HappyPreggie to attempt to reschedule the service. HappyPreggie reserves the right to make the Booking Request available to other professionals on the HappyPreggie Platform, and Professional Provider may still be subject to cancellation fees.
2. Repeated cancellations and/or rescheduled Booked Care Services with short notice may lead to termination of this Agreement in accordance with Section Term and Termination or deactivation or de-prioritization of Professional Provider’s access to Booking Request and/or the HappyPreggie Platform.
3. HappyPreggie may apply cancellation fees as set out in the cancellation policy in cases of Professional Provider's cancellations, rescheduling, no-show (without prior notification to HappyPreggie), or late arrivals, at HappyPreggie's reasonable discretion. Professional Provider authorizes HappyPreggie to withhold any applicable cancellation fees as payment of liquidated damages from amounts payable to Professional Provider.

Payment, Brokerage Fees:

1. HappyPreggie charges a brokerage fee (excluding taxes) for the Care Services that Professional Provider provides to Clients. Professional Provider gives authorization for HappyPreggie to deduct the Brokerage Fee from the Booked Care Services Fees. The Brokerage Fee will be deducted before the remainder of the Booked Care Services Fees are paid to Professional Provider. Professional Provider acknowledges that HappyPreggie has the right to modify the Brokerage Fees or add any other fees at its discretion, provided that it does not affect the agreed fee to be paid to Professional Provider for previously performed Care Services.
2. Professional Provider acknowledges and agrees that HappyPreggie shall not be held liable for any failure by a Client to pay the Booked Care Services Fees owed for completed Booked Care Services. Professional Provider also agrees not to make any claims against HappyPreggie for such non-payment, and acknowledges that its sole recourse is against the Client. 

Service Provider Obligations: Professional Provider hereby represents and warrants to HappyPreggie that: (a) Professional Provider possesses the legal right to provide the Care Services as set out in this Agreement; (b) Professional Provider is fully licensed and authorized (to the extent required by applicable law) to provide the Care Services as set out in this Agreement, and possesses the necessary skills, experience, and qualifications to perform the Care Services; (c) Professional Provider shall perform the Care Services in a professional and diligent manner in compliance with industry best practices for similar services, including accepting all Booking Requests referred to Professional Provider that he or she chooses to accept through the HappyPreggie Platform; and (d) Professional Provider shall perform the Care Services in accordance with all applicable laws, rules and regulations, including but not limited to the Personal Data Protection Act (PDPA).

Term and Termination: (a) Either party may terminate this Agreement for any reason upon thirty (30) days written notice to the other party. (b) In the event of a material breach by the other party, HappyPreggie and Professional Provider may terminate this Agreement immediately upon written notice to the other party. (c) Upon termination of this Agreement, the Professional Provider shall immediately return any and all Confidential Information of the Clients and HappyPreggie in its possession or control, and shall cease all use thereof.

In order to uphold the safety and security of our valued Clients, HappyPreggie retains the right to exercise absolute and sole discretion in rejecting, removing, or discontinuing the recommendation of any Professional Provider or Professional Provider’s Sub-Contractors from the HappyPreggie Platform, should they be deemed unsuitable to provide Care Services. It is hereby acknowledged that in the event of such rejection or removal by HappyPreggie, Professional Provider shall not hold any claim against HappyPreggie.

Confidentiality: Unless authorized by the Clients in writing or required by a government authority with jurisdiction, Professional Provider agrees not to use, share, publish, or disclose confidential information about HappyPreggie or its Clients, such as addresses, phone numbers, financial data, training materials, and operational information, for their own benefit or that of any third party. Additionally, Professional Provider agrees not to engage in any activities that violate the privacy of the Clients, such as taking unauthorized photographs or audio or video recordings of a Client or their residence or personal belongings, or sharing or publishing such materials. Professional Provider acknowledges that failure to comply with these terms would be considered a significant violation of this Agreement.

Relationship of the Parties: This Agreement does not establish an association, partnership, joint venture, employment, or agency relationship between Professional Provider and HappyPreggie or any Client, for any reason. Therefore, the Employment Act 1955 is not applicable to this Agreement. Professional Provider is not authorized to represent HappyPreggie and shall not claim to have such authority or make any agreements or representations on behalf of HappyPreggie without prior written consent from HappyPreggie.

Indemnification: Any claims, suits, or actions related to this provision, including claims for taxes or contributions, penalties and interest, brought by Professional Provider or any third party, shall be the sole responsibility of Professional Provider. Professional Provider shall indemnify and hold HappyPreggie harmless from any such claims, suits, or actions.

Intellectual Property: Professional Provider is prohibited from using or authorizing the use of any of HappyPreggie's Intellectual Property without the prior written consent of HappyPreggie. This Agreement does not grant Professional Provider any rights in relation to HappyPreggie's Intellectual Property or its associated goodwill. Any content or information created by Professional Provider on behalf of HappyPreggie, including Care Reports, shall be owned by HappyPreggie. For the purposes of this Agreement, Intellectual Property encompasses all forms of intellectual property, whether currently existing or not, protected by statute, common law or equity in Malaysia or anywhere else in the world. This includes, but is not limited to, copyrights, trademarks, designs, patents, patentable information, confidential information, circuit layouts and plant varieties, licenses, goodwill, and any other rights to possess and use works and other subject matter of intellectual property rights, trading names, and domain names.

How to contact us: You can contact us with any questions or comments about this Agreement via email enquiry@happypreggie.com