PRIVACY POLICY

1. LEGAL INFORMATION

1.1 Bizzi Pte. Ltd. (Company Registration No.: 201629739G) is a company incorporated in Singapore and having its registered office at 60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051 (“bizzi”, “we”, “our” or “us”).

1.2 This privacy policy (“Privacy Policy”) governs how bizzi and/or its associated and affiliated companies, whether in Singapore or abroad (collectively, the “Group”) uses personal data (a) collected from you, or; (b) that you provide to bizzi, in connection with the access and use of the Platform. This includes all services, features and Content provided through the Platform.

1.3 For the purposes of this Privacy Policy, “Platform” also includes bizzi’s public website located at https://bizzi.co.

1.4 This Privacy Policy is based on the Singapore Personal Data Protection Act 2012 (“PDPA”) and all associated regulations and guidelines as may from time to time be issued by the Personal Data Protection Commission of Singapore. It sets out the basis on which bizzi collects any personal data from you, or the basis on which your personal data will be disclosed, used and/or processed by bizzi.

1.5 By accessing and using the Platform, you are deemed to agree to the terms of this Privacy Policy. Please review this Privacy Policy carefully before accessing and using the Platform, or otherwise providing any personal data. If you wish to amend or remove any of your personal data in our possession, please refer to clause 4 of this Privacy Policy for the required procedure.

1.6 This Privacy Policy supplements but does not supersede nor replace any other consent that you may have previously given us, nor does it affect any right that we may have at law in connection with the collection, use, disclosure and/or retention of your personal data.

1.7 This Privacy Policy forms part of our General Terms and Conditions. Unless otherwise defined here, capitalised terms used shall have the meaning given to them in the General Terms and Conditions.

2. COLLECTION OF PERSONAL DATA

2.1 Personal data refers to data about an individual who can be identified from either (a) that particular data, or (b) from that particular data and other information which bizzi has, or is likely to have, access to. Such personal data shall also refer to (i) data already in our possession; or (ii) the data to be collected by us.

2.2 Commonly collected personal data of our Users may include (but is not limited to):

  1. personal particulars (e.g. name, contact details, residential address, date of birth, identity card/passport details, and/or education details);
  2. financial details (e.g. income, expenses, and/or credit history);
  3. banking information (e.g. bank account numbers);
  4. payment information (e.g. credit card number and related account and billing information);
  5. images and voice recordings of our conversations with you;
  6. employment details (e.g. occupation, directorships and other positions held, and/or employment history);
  7. tax and insurance information;
  8. information about your knowledge and experience, business interests and assets, or business opportunities (which you choose to share on the Platform);
  9. communications between you and other Users, made through the Platform;
  10. (to the extent that a User is an entity) information about individuals who are authorised by the entity and may act on behalf of the entity; and/or
  11. personal opinions made known to us (e.g. feedback or responses to surveys).

2.3 Collection of personal data

2.3.1 Wherever possible, we only collect personal data directly from you. Situations where this can occur include when (or before) you:

    1. register for an account with us;
    2. sign up for our newsletter and other mailings;
    3. use the Platform; and/or
    4. submit, post or upload any User-Generated Content.


2.3.2 In addition to personal data provided to us, we may also collect information related to you that is not considered personal data. We collect this information to improve the Platform. Such non-personal data includes information such as your IP address, the internet browser and operating system you use, details of your interaction with the Platform, and preferences. We use this information to improve the Platform, perform routine Platform maintenance, to generate aggregate Platform traffic reports, and enhance the performance of our Platform on different browsers and devices.

2.3.3 We may also receive personal information about you from other sources if you have given permission for that information to be shared. This may include information from commercially available sources, such as public databases and data aggregators, and information from third parties.

2.4 Use of cookies

2.4.1 The Platform may use data collection devices such as “cookies” and other technologies such as pixel tags and web beacons to personalise your online experience, help analyse the Platform flow, and measure promotional effectiveness. “Cookies” are small files placed on your hard drive that assist us in operating the Platform. We may offer features that are only available through the use of a cookie. We also use cookies to reduce the number of times you need to enter your password. Cookies may also help us provide you with information targeted to your interests. Most browsers automatically accept cookies but you can modify your browser to decline cookies (if your browser permits you to do so). However, in this case you may not be able to access certain features on the Platform or some interactive features offered on the Platform may be restricted or rendered inoperable.

2.4.2 The Platform may allow third parties (for example, analytics firms and business partners) to download cookies to your device. These third parties may use cookies and other technologies to collect non-personal data about your online activities while you are using the Platform. We have no access to, or control over these cookies, or other features these third parties use, and the information practices of these third parties are not covered by this Privacy Policy.

3. USE OF PERSONAL DATA

3.1 Using your personal data

3.1.1 We collect personal data from our existing and prospective Users for various reasons. These purposes include:

    1. fulfilling our obligations or exercising our rights under the General Terms and Conditions;
    2. providing and improving your experience on the Platform;
    3. authenticating your access to parts of the Platform you are authorised to access;
    4. reviewing, processing and confirming any request, application or User-Generated content (including opportunities or communications) which you submit, in using the Platform;
    5. analysing the effectiveness of our advertisements, competitions and promotions;
    6. customising your Platform experience, as well as evaluating statistics on Platform activity, such as what time you visited it, whether you have visited it before, and what site referred you to it;
    7. making the Platform easier to use and tailoring the Platform to your interests and needs;
    8. marketing and communicating with you in relation to the Platform and our relevant service partners;
    9. processing, managing and administering accounts on the Platform;
    10. sending you information you have requested;
    11. responding to your comments, feedback or queries;
    12. resolving disputes, collecting fees, distributing returns, troubleshooting problems;
    13. fulfilling a legal or regulatory requirement;
    14. detecting, preventing or otherwise addressing fraud or security issues;
    15. informing you of any changes to our General Terms and Conditions;
    16. improving the quality of the Platform, its Content and functionalities with market research and surveys;
    17. supplying you with information that is relevant to your existing relationship with us; and
    18. suggesting products or services which we think may interest you.

3.1.2 Personal data will be held for as long as it is necessary to fulfil the purpose for which it was collected, or as required or permitted by applicable laws. We shall cease to retain personal data, or remove the means by which the personal data can be associated with particular individuals, as soon as it is reasonable to assume that (a) the purpose for which that personal data was collected is no longer being served by retaining it; and (b) retention is no longer necessary for legal or business purposes.

3.2 Sharing your personal data

3.2.1 bizzi shares your personal information with trusted third parties and strategic partners. These parties and partners assist us with our business operations or provide the Platform. We may also share your personal data with trusted third parties and strategic partners that help bizzi market to Users and potential Users. Such parties may either be in Singapore or abroad and may include:

    1. any member in our Group;
    2. our advertising, marketing and promotional agencies to help us deliver and analyse the effectiveness of our advertising campaigns and promotions;
    3. third parties for the purpose of raising funds;
    4. law enforcement or government authorities following due legal process in requesting disclosure of your information;
    5. third parties who wish to send you information about their products and services, but only if you have given us your consent to do so;
    6. third party providers of services, such as data processing; and
    7. web analytics tool providers, such as Google.

3.2.2 We may also share your personal data for the following reasons:

    1. reasons provided under clause 3.1 ‘using your personal data’;
    2. verification of your identity;
    3. to protect our rights or property (including but not limited to any intellectual property rights);
    4. to respond to claims that you violated the rights of third parties;
    5. to conduct investigations into possible breaches of applicable laws; and/or
    6. to comply with a court order or other legal or regulatory requirements in the jurisdictions we operate.

3.2.3 In situations where a third party under contract with bizzi collects personal data about you, we use commercially reasonable efforts to require the third party to exercise reasonable care in protecting your information.

3.2.4 The Platform may also enable you to interact with or contain links to other third-party websites, applications and services that are not owned or controlled by bizzi (which may include those which are owned or controlled by other Users). bizzi is not responsible for the privacy practices or the content of these third parties and, accordingly, we encourage you to read the terms and conditions and privacy policy of each third party that you choose to use or interact with.

3.2.5 To avoid doubt, if we have reasonable grounds to believe that you are in breach of any of the terms of this Privacy Policy, the General Terms and Conditions or any agreement(s) and/or terms and conditions that govern our relationship with you, we reserve the right, in our sole and absolute discretion, to report to, and cooperate fully with, other parties. These may include:

    1. governmental authorities;
    2. private investigators;
    3. all the rightful owner(s) or interest holder(s); and/or
    4. injured third parties in the investigation of any potential or ongoing criminal or civil wrongdoing.


3.2.6 Further, we may disclose your identity and contact information, or such other transaction- related data:

    1. if requested by a government or law enforcement body, private investigator, rightful owner or interest holder and/or any injured third party or as a result of a subpoena or other legal action; or
    2. if we are of the view, in our sole and absolute discretion, that it would be in our best interest to do so.

3.2.7 We shall not be liable in any way for damages or results arising from such disclosure, and you agree not to bring an action or claim against us for such disclosure.

4. AMENDMENTS TO PERSONAL DATA / OPT OUT

4.1 You have a right to access, change and remove the personal data held by bizzi. If you wish to do so, please contact our Data Protection Officer at contact@bizzi.co. You may also access, change and remove your personal details by clicking on ‘My Account’. You may also decline to receive e- mails by clicking on ‘unsubscribe’ in any marketing e-mail you receive.

4.2 To the extent not required by bizzi in connection with providing the Platform, if you do not want your personal data to be shared among affiliates, business partners or unrelated third parties, you may opt-out of such information sharing by sending us an email at contact@bizzi.co.

5. SECURITY

5.1 bizzi uses reasonable measures to protect your personal data and to store it securely. Where personal information is entered on the Platform, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) technology. However, due to the inherent nature of the Internet as an open global communications vehicle, no method of transmission over the Internet or method of electronic storage is 100% secure. While security cannot be guaranteed, we strive to protect your personal data and are constantly reviewing and enhancing our security protocols to ensure that your personal data is not subject to unnecessary risks.

6. TRANSFER OF PERSONAL DATA

6.1 We may transfer, store, process and/or deal with your personal data outside Singapore. In doing so, we will comply with the PDPA and other applicable data protection and privacy laws.

6.2 bizzi, or substantially all of bizzi’s assets, or effective control over them, may be acquired by one or more third parties as a result of an acquisition, merger, sale, reorganisation, consolidation or liquidation. In such a situation, databases containing User personal information may be one of the assets transferred, over which such third parties may gain control, or to which they may gain access. In using the Platform, you consent to such transfer of, control over and access to your personal data.

7. CONTACTING YOU

7.1 bizzi is committed to complying with the Do Not Call (“DNC”) provisions set out in the PDPA. If you have registered your telephone number with the DNC Registry, bizzi will not send you promotional and marketing messages via phone calls, text messages and faxes. However, if you have previously given bizzi consent to contact you for such purposes, we will continue to do so until you withdraw your consent. If you no longer wish to receive marketing and/or promotional messages from bizzi and had previously provided bizzi with your consent to do so, you can withdraw your consent by contacting us at contact@bizzi.co.

8. RIGHTS TO AMEND THIS PRIVACY POLICY

8.1 We reserve the right to amend this Privacy Policy at any time. If material changes are made to this Privacy Policy, they will be posted on this page and date stamped. We encourage you to review this page periodically in order for you to stay notified of any changes.

8.2 Your continued access and use of the Platform after any changes to this Privacy Policy constitutes your consent to any such changes.

 

 

BIZZI MICROCONSULTING

TERMS AND CONDITIONS FOR CLIENT

THESE BIZZI MICROCONSULTING TERMS AND CONDITIONS FOR CLIENT (these “Terms and Conditions”) shall apply between:

(1) BIZZI PTE. LTD. (Company Registration No.: 201629739G), a company incorporated in Singapore and having its registered office at 60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051 (“bizzi”, “we”, “our” or “us”); and

(2) any person using the services (as defined below) (“Client” or “you”, and collectively with bizzi, the “Parties”, and each, a “Party”).

1. General

1.1 Without prejudice to any other provision in the General Terms and Conditions of the bizzi website, www.bizzi.co, and in these Terms and Conditions, by signing up to receive the Services, you represent, acknowledge, warrant and undertake:

(a) to have read and fully understood, accept, comply with, and be bound by, these Terms and Conditions;
(b) that you agree to the collection and use of your data in accordance with our Privacy Policy, subject to any variation and withdrawal of consent provided therein;
(c) that you are over 18 years of age and have the legal capacity to enter into contracts with us and be bound by the Terms and Conditions;
(d) to comply with all applicable laws, regulations and rules in relation to your usage of the Services; and
(e) that you intend in good faith to procure the Services in respect of your business.

1.2 These Terms and Conditions shall prevail notwithstanding any Client amendments to it. Any amended terms or conditions submitted, proposed or stipulated by the Client, regardless of whether bizzi has objected to them explicitly, are expressly waived and excluded.

1.3 bizzi reserves the right to amend, modify, update, change or otherwise alter these Terms and Conditions at any time (“Updates”). You are advised to read these Terms and Conditions carefully and to check regularly for any Updates. As these Terms and Conditions will govern your access to and use of the Services, please review these Terms and Conditions each time you use the Services. If you do not agree to any change, update or modification to these Terms and Conditions, you must immediately stop using the Services. Your continued use of the Services after Updates are made means that you consent to such Updates.

2. Services

2.1 The Services (“Services”) availed to you by bizzi under these Terms and Conditions are as follows:

(a) Access to bizzi’s MicroConsulting platform (“Platform”) to browse through the profiles of the MicroConsultants (“MC”) listed therein;
(b) Engagement of available MCs (“MC Engagement”) for the rendering of business consultation services (“MC Services”);
(c) Making an appointment with a MC for a consultation session, a package thereof, or a project-based offering (“Consultation”); and
(d) Making payment for the MC Services.

2.2 Multiple Clients (“Team”) may collectively avail themselves of the TeamUp function on the Platform, whereby a single Client would book and pay for the Consultation on behalf of the Team.

2.3 Multiple MCs may collaborate to present joint offerings in respect of any of the MC Services.2.4 For the avoidance of doubt, the Client and the MC(s) shall have a direct contractual relationship with regard to the performance of the MC Services.

2.5 For the avoidance of doubt, the MC Services as defined under these Terms and Conditions do not include the provision of any reports or any other deliverables (collectively, “Deliverables”). The provision of any Deliverables and the fees thereof shall be further negotiated directly between you and the MC.

3. Fees

3.1 For and in consideration of the Services furnished by bizzi to you and the MC Services furnished by the MC to you under these Terms and Conditions, you shall pay the agreed fee (“MC Fee”), which shall be calculated based on the rates determined by the MC and set out in its profile, according to the type and duration of the Consultation.

3.2 Subject to any variation bizzi may apply from time to time, the MC Fee shall be split between bizzi and the MC, with bizzi to receive 20% and the MC to receive 80%.

3.3 Upon fixing an appointment for a Consultation, the Client shall pay the MC Fee into an escrow account administered by a third party appointed by bizzi. The respective proportions of the MC Fee will be made available to the MC and to bizzi from fourteen (14) days after the date of the Consultation.

3.4 Where multiple MCs have been responsible for delivery of the MC Services, the MC Fee shall be split evenly between these MCs.

3.5 In the event of any complaints by the Client against the MC, bizzi shall have the right and sole discretion to refund the MC Fee to the Client. If such a complaint is received within 14 days of the Consultation, bizzi may withhold payment of the MC Fee temporarily or permanently at its sole discretion (depending on the outcome of its investigation of the complaint).

3.6 Any refunds made under these Terms and Conditions, whether in full or in part, may be subject to an administration and/or third-party processing fee, the amount and application of which shall be as determined by bizzi (and the third party, as appropriate) from time to time in its sole discretion.

3.7 bizzi provides, on a goodwill basis and at its own expense, the facility for MCs and their Clients to conduct Consultations via video calls on the Platform (“Video Facility”). Use of the Video Facility is provided subject to its fair and reasonable use by the MC and the Client (“Fair Use”). Should bizzi determine that an MC is not engaging in Fair Use of the Video Facility – such as (but not limited to) using it not in connection with the Consultation – bizzi may charge a fee for the Video Facility (the amount of which will not limited to the cost to bizzi of providing the facility), withdraw the Video Facility, or both.

4. Cancellation

4.1 If the Client or MC cancels the Consultation, subject to Clause 3.6, the Client may obtain a full refund of the MC Fee (minus any third-party processing fees).

4.2 The Client or MC may reschedule the Consultation subject to their mutual availability, but if the Client or MC is unable to reschedule the Consultation, the Consultation will be deemed to have been cancelled and Clause 4.1 will apply accordingly.

4.3 The MC shall have the right to cancel a Consultation at any time, provided that reasonable notice of the cancellation is given to the Client, upon which the MC Fee shall, subject to Clause 3.6, be refunded to the Client.

4.4 bizzi shall have the right to cancel a Consultation at any time and refund the MC Fee to the Client.

4.5 Where a Client has purchased a Consultation and the relevant MC(s) has delivered (or started to deliver) that Consultation, absent non-delivery,  gross lack of professionalism or lack of expertise (which bizzi will determine in its sole discretion), the Client will not be entitled to any refund.

4.6 bizzi operates a ‘fair play’ policy in respect of all cancellations, whether by the Client or the MC. Should a Client or MC be viewed by bizzi as not treating others with respect and consideration in relation to cancellations (particularly those on short notice), bizzi may at its sole discretion temporarily or permanently suspend the account of that Client or MC and withdraw all access to the Platform.

5. Undertakings

5.1 The Client hereby undertakes to:

(a) be punctual for the Consultations;
(b) treat the MC with due courtesy and respect;
(c) provide the MC with clear and complete information in relation to the required MC Services so that the MC is aware of the Client’s desired outcome.

6. Representations and Warranties

6.1 The Client hereby represents and warrants to bizzi that:

(a) it is the registered owner of a bizzi account (“Account”) and the particulars of the Client provided therein are accurate and up to date;
(b) it has the authority and capacity to enter into a contractual relationship with bizzi under these Terms and Conditions and it is not subject to any restrictive covenant or other legal obligation which prohibits the Client from accepting the Services;
(c) neither the Client nor any other employee or agent of the Client has any relationship with any third party with whom bizzi has contracted which would cause such person to have a conflict of interest in relation to these Terms and Conditions or in respect of the Services. Should any such conflict of interest arise during the Term of these Terms and Conditions, the Client covenants and agrees to immediately notify bizzi;
(d) if it is not an individual, it is duly organised, incorporated and constituted, is a separate legal entity capable of suing and being sued and has the powers and authority to own its assets (if any) and to conduct the business which it conducts and proposes to conduct;
(e) it has full power and authority to execute and deliver these Terms and Conditions and any other document or instrument attendant hereto or thereto and to perform and observe the provisions of these Terms and Conditions;
(f) if it is not an individual, the execution, delivery and performance by it of these Terms and Conditions and any other document or instrument attendant hereto or thereto have been duly authorised by all necessary corporate action and do not and will not contravene any contractual
restriction or agreement binding on or affecting it or any of its property or exceed any power or restriction granted or imposed by its memorandum and articles of association or constitution;
(g) its obligations under these Terms and Conditions are valid, binding and enforceable in accordance with the terms herein; and
(h) if it is not an individual, it has been established and has carried on business in accordance with applicable laws and regulations in the country in which it was established and in any and all countries in which it does business and there is no investigation or enquiry by, or order, decree or judgement of any court or any governmental agency or regulatory body outstanding or anticipated against the Client which may have a material adverse effect upon its business.

7. Indemnity

7.1 The Client hereby undertakes to indemnify, defend and save harmless bizzi and its subsidiaries (if any), their directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal fees and disbursements) or liability of any kind whatsoever resulting from:

(a) the negligent or wilful acts or omissions of the Client or its employees and/or agents, arising in connection with these Terms and Conditions;
(b) any and all breaches by the Client or its employees and/or agents, of any representations, warranties, covenants, terms or conditions of these Terms and Conditions;
(c) any claim that the  Services infringe the intellectual property rights of any person or entity;

(d) any information or content entered or uploaded by the Client to the Platform; and

(e) any claim that the Services do not meet the expectations, requirements or wishes of the Client.

8. Disclaimers and exclusion of liability

8.1 The Client hereby acknowledges and accepts that:

(a) The MC has the right to accept or decline a request for a Consultation, at its sole discretion.
(b) The Consultation shall be deemed to have taken place as scheduled on the Platform unless otherwise notified by the Client or the MC.
(c) bizzi does not offer any services other than those expressly set out in these Terms and Conditions. For the avoidance of doubt, subject to Clause 3.7, bizzi does not provide any meeting venues for the Consultations.
(d) bizzi shall not be liable for the accuracy of the information provided on the Platform or elsewhere in relation to the MC.
(e) bizzi shall not be liable for the quality of:

(i) the advice provided by the MC (whether on or off the Platform and whether or not in connection with the Services);
(ii) the Consultation; or
(iii) the negotiations, discussions or delivery of the MC Services.

(f) If there are other expenses, disbursements, reimbursements and applicable taxes thereon in relation to the Consultation, including but not limited to venue booking costs, transport costs and technology costs, these shall not be covered under the MC Fee, but shall be a matter for separate agreement between the MC and the Client.
(g) The MC Services do not include the provision of any Deliverables.
(h) bizzi makes its best efforts to conduct a screening process of the MCs, but bizzi does not in any way endorse the MCs and shall not be held responsible for the conduct or quality of the MCs.
(i) The MC’s qualifications and eligibility may change from time to time and bizzi shall not be responsible for any outdated or inaccurate information on the Platform or otherwise provided by the MC.

9. Intellectual Property

9.1 “Intellectual Property Rights” means all intellectual and industrial property rights of bizzi and the MC which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. The Client agrees that the MC shall be the exclusive owner of all Intellectual Property Rights howsoever created or developed by the Client, whether by it alone or jointly or with the contribution or assistance of others arising out of its engagement with the MC, or its conduct or physical or electronic presence on the Platform, including without limitation all Intellectual Property Rights in the Deliverables, if any.

9.2 The Client further agrees that it has no rights in any such Intellectual Property Rights and hereby assigns to the MC all rights, title and interest that may accrue to the Client as a result of its engagement with the MC, unless otherwise agreed. The Client hereby undertakes and agrees to waive all moral rights and droits de suite that the Client either now or in the future may have to the Intellectual Property Rights. The Client agrees that all Deliverables and other works created in full or in part by the Client may be maintained, changed, modified and/or adapted by the MC without the consent of the Client. Notwithstanding the foregoing, the Client and the MC may agree in writing that certain identified and designated Intellectual Property Rights will remain with the Client.

10. Confidential, Customer and Personal Data

10.1 The Client acknowledges and agrees that bizzi is the custodian and owner of confidential, customer and proprietary information as well as personal data under Singapore law (hereinafter referred to as “Personal Data”) under the Personal Data Protection Act 2012 (No. 26 of 2012) in Singapore (hereinafter referred to as the “PDPA”); all of which bizzi is required to protect under applicable legislation in force from time to time. Moreover, and without limiting the foregoing, the Client hereby covenant and agree that they shall comply with all duties and obligations as set out in and which arise from the PDPA, as amended from time to time, and shall make all reasonable efforts to assist bizzi in complying with bizzi’s duties and obligations as set out in and which arise from the PDPA as it may relate to these Terms and Conditions and the Services provided hereunder. The Client hereby consents to the collection, use and disclosure of its personal data by bizzi.

10.2 If for any reason the Client does not comply, suspects that it has not complied, or anticipates that it will be unable to comply, with a provision in these Terms and Conditions in any respect, or becomes aware of potential breach of information, the Client (as the case may be) must immediately (within 24 hours) notify bizzi of the particulars of the non-compliance, suspected non-compliance or anticipated non-compliance, verbally if necessary, and the Client hereby undertakes to continue to disclose all details as confirmed or otherwise available. The Client must also ensure not to delete or destroy any information that may be valuable in determining the cause and scope of the breach, anticipated breach or suspected breach.

11. Relationship

11.1 The Parties hereto expressly acknowledge and agree that the MC shall render the MC Services to the Clients as an independent third party and that the MC’s employees and/or agents are not employees of bizzi.

11.2 Nothing in these Terms and Conditions shall be construed as creating an employment, partnership, joint venture, nominee or agency relationship between the Parties, or as authorizing either Party to act as agent for the other or to enter into any contracts on behalf of the other Party. As such, the Client is not authorized to bind or commit bizzi, whether actually or apparently, in any manner whatsoever, without express prior written authority from bizzi to do so.

12. Reference

12.1 The Client shall not make reference to bizzi in any promotional material, except as a professional reference, without the prior written authorization of bizzi.

13. Severability

13.1 Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

14. Notices

14.1 All notices and communications hereunder to the Client shall be in writing and shall be either forwarded by registered or certified mail to the postal address indicated in their Account or such other address as may be specified in writing, or otherwise transmitted through the Platform, by facsimile or e-mail (if such information is provided by the Client).

14.2 All notices and communications hereunder to bizzi shall be in writing and shall be either (a) delivered personally, (b) forwarded by registered or certified mail to the postal address indicated below or such other address as may be specified in writing, or (c) transmitted by e-mail to the e-mail address indicated below:

Bizzi Pte Ltd
60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051
contact@bizzi.co

14.3 Notices delivered personally or transmitted by e-mail shall be deemed to have been received when delivered. Notices forwarded by certified or registered mail shall be deemed to have been received four (4) days after mailing.

15. Assignment

15.1 The Client shall not assign its rights under these Terms and Conditions without the prior written consent of bizzi, and any attempt to do so shall be a breach of these Terms and Conditions and shall be void.

16. Entire Agreement

16.1 These Terms and Conditions constitute the entire agreement between the Parties and supersede all previous negotiations, understandings and agreements, verbal or written, with respect to any matters referred to in these Terms and Conditions except as specifically set out in these Terms and Conditions.

17. Governing Law

17.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore.

18. Dispute Resolution

18.1 The Parties will try to resolve any dispute or claim arising from or in connection with these Terms and Conditions by appropriate internal means, including referral to each Party’s senior management. If the Parties cannot reach a mutually satisfactory resolution, the dispute shall be referred to and adjudicated by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of a sole arbitrator appointed by the Parties. In the event the Parties are unable to agree upon the sole arbitrator, the arbitrator shall be appointed by the chairman of the SIAC. The language of the arbitration shall be English. The arbitrators may not award non-monetary or equitable relief, punitive damages or any other damages not measured by the prevailing Party’s actual direct damages. This paragraph will not prevent any Party from pursuing equitable remedies to the extent required to protect rights or property or to prevent irreparable harm.

 

BIZZI MICROCONSULTING

TERMS AND CONDITIONS FOR MICROCONSULTANT

THESE BIZZI MICROCONSULTING TERMS AND CONDITIONS FOR MICROCONSULTANT (these “Terms and Conditions”) shall apply between:

(1) BIZZI PTE. LTD. (Company Registration No.: 201629739G), a company incorporated in Singapore and having its registered office at 60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051 (“bizzi”, “we”, “our” or “us”); and

(2) any person applying to be registered or already registered as a MicroConsultant (as referenced below) to use the Services (as defined below) (“MC” or “you”, and collectively with bizzi, the “Parties”, and each, a “Party”).

1. General

1.1 Without prejudice to any other provision in the General Terms and Conditions of the bizzi website, www.bizzi.co, and in these Terms and Conditions, by signing up to receive the Services, you represent, acknowledge, warrant and undertake:

(a) to have read and fully understood, accept, comply with, and be bound by, these Terms and Conditions;
(b) that you agree to the collection and use of your data in accordance with our Privacy Policy, subject to any variation and withdrawal of consent provided therein;
(c) that you are over 18 years of age and have the legal capacity to enter into contracts with us and be bound by the Terms and Conditions;
(d) to comply with all applicable laws, regulations and rules in relation to your usage of the Services
(e) that you intend in good faith to procure the Services in respect of your business
(f) that you have read, understood, accept and will comply with our Code of Conduct.

1.2 These Terms and Conditions shall prevail notwithstanding any MC amendments to it. Any amended terms or conditions submitted, proposed or stipulated by the MC, regardless of whether bizzi has objected to them explicitly, are expressly waived and excluded.

1.3 bizzi reserves the right to amend, modify, update, change or otherwise alter these Terms and Conditions at any time (“Updates”). You are advised to read these Terms and Conditions carefully and to check regularly for any Updates. As these Terms and Conditions will govern your access to and use of the Services, please review these Terms and Conditions each time you use the Services. If you do not agree to any change, update or modification to these Terms and Conditions, you must immediately stop using the Services. Your continued use of the Services after Updates are made means that you consent to such Updates.

2. Services

2.1 For and in consideration of the splitting of the MC Fee in accordance with Clause 3.2 herein, the following Services (“Services”) shall be availed to you by bizzi under these Terms and Conditions:

(a) Listing of your profile (“Profile”) and fee rates (“Listing”) on bizzi’s MicroConsulting platform (“Platform”) to advertise your business consultancy services (“MC Services”)  as a MicroConsultant (“MC”) to the users (“Clients”) of the Platform;
(b) Receive inquiries through the Platform (“MC Engagement”) for your rendering of the MC Services;
(c) Making an appointment with a Client for a consultation session, a package thereof, or a project-based offering (“Consultation”); and
(d) Receiving payment from the Client for the MC Services.

2.2 Multiple Clients (“Team”) may collectively avail themselves of the TeamUp function on the Platform, whereby a single Client would book and pay for the Consultation on behalf of the Team.

2.3 Subject to bizzi’s MC Code of Conduct (as amended from time to time), multiple MCs may collaborate to present joint offerings in respect of any of the MC Services.

2.4 For the avoidance of doubt, the Client and the MC(s) shall have a direct contractual relationship with regard to the performance of the MC Services.

2.5 For the avoidance of doubt, the MC Services as defined under these Terms and Conditions do not include the provision of any reports or any other deliverables (collectively, “Deliverables”). The provision of any Deliverables and the fees thereof shall be further negotiated directly between you and the Client.

2.6 In order to be listed on the Platform as a MC, you must submit an application to bizzi in the form provided at https://bizzi.co/app/mc/registration (as amended from time to time). bizzi shall have the power and discretion to approve or reject your application, conduct an interview and/or request for more information before making a decision.

2.7 bizzi has the right to remove the Listing of an MC from the Platform at any time without notice.

2.8 bizzi may provide additional offerings for MCs, such as podcasts, online calls, webinars and other online or offline events for which bizzi may or may not charge a fee (“Additional Offerings”). In relation to these:

(a) Delivery of the Additional Offerings may be undertaken by bizzi, third parties (potentially including MCs), or both. 

(b) The content of the Additional Offerings form part of bizzi’s Intellectual Property Rights regardless of who delivers them.

(c) Should a fee be charged by bizzi for an Additional Offering, bizzi may choose whether or not to share that fee with any third party who delivers or co-delivers that offering. bizzi will give reasonable notice of its decision prior to delivery.

2.9 bizzi may, upon request by the MC, list on the Platform events being run by the MC which are independent of the Services. Bizzi may charge a fee for this listing service, whether as a set amount or percentage of revenue earned from the event listed. The MC must ensure that the content of both the listing and the event the subject of the listing is in keeping with bizzi’s efforts to help the growth of micro businesses globally.

3. Fees

3.1 For and in consideration of the MC Services provided by the MC to the Clients and the services that bizzi provides to the Clients, the MC and bizzi shall receive a fee (“MC Fee”) which shall be calculated based on the rates determined by the MC and set out in its Profile, according to the type and duration of the Consultation.

3.2 Subject to any variation bizzi may apply from time to time (of which we will give you prior notice), the MC Fee shall be split between bizzi and the MC, with bizzi to receive 20% and the MC to receive 80% (the MC’s portion being “MC Income”).

3.3 Upon fixing an appointment for a Consultation, the Client shall pay the MC Fee into an escrow account administered by a third party appointed by bizzi. The respective proportions of the MC Fee shall be paid out from the escrow account to bizzi as soon as the MC marks a Consultation as completed in the Platform and shall become available in the MC Account (as defined in Clause 3.4 below) fourteen (14) days after the date of the Consultation (but in any case not before it has been marked by the MC as completed in the Platform).

3.4 Where multiple MCs have been responsible for delivery of the MC Services, the MC Fee shall be split evenly between these MCs.

3.5 The MC Income will be held by bizzi to the MC’s credit (“MC Account”) pending a withdrawal request from the MC that is to be made through the Platform. Interest will not accrue on any funds held in the MC Account and withdrawal requests may be made by the MC for all or part of the balance on its MC Account.

3.6 Upon a request received by bizzi from the MC to withdraw funds from their MC Account, bizzi will pay to the MC the withdrawal amount requested by the Withdrawal Method (as defined in Clause 3.7 below) specified by the MC.

3.7 The MC has the following options for receiving payments from their MC Account (each a “Withdrawal Method”):

(a) PayPal – the fee for which will be US$1 (additional fees may be payable depending on your location and currency) (minimum withdrawal US$50); and
(b) US$ Bank Transfer – the fee for which will be US$30 (minimum withdrawal US$100).

3.7 bizzi reserves the right to change the fees associated with the Withdrawal Methods upon giving reasonable notice to MCs.

3.8 In the event of any complaints by the Client against the MC, bizzi shall have the right and sole discretion to refund the MC Fee to the Client. If such a complaint is received within 14 days of the Consultation, bizzi may withhold payment of the MC Fee temporarily or permanently at its sole discretion (depending on the outcome of its investigation of the complaint).

3.9 Any refunds made under these Terms and Conditions, whether in full or in part, may be subject to an administration and/or third-party processing fee, the amount and application of which shall be as determined by bizzi (and the third party, as appropriate) from time to time in its sole discretion.

3.10 bizzi provides, on a goodwill basis and at its own expense, the facility for MCs and their Clients to conduct Consultations via video calls on the Platform (“Video Facility”). Use of the Video Facility is provided subject to its fair and reasonable use by the MC and the Client (“Fair Use”). Should bizzi determine that an MC is not engaging in Fair Use of the Video Facility – such as (but not limited to) using it not in connection with the Consultation – bizzi may charge a fee for the Video Facility (the amount of which will not limited to the cost to bizzi of providing the facility), withdraw the Video Facility, or both.

4. Cancellation

4.1 If the Client or MC cancels the Consultation, subject to Clause 3.9 the Client may obtain a full refund (minus any third-party processing fees).

4.2 The Client or MC may reschedule the Consultation subject to their mutual availability, but if the Client or MC is unable to reschedule the Consultation, the Consultation will be deemed to have been cancelled and Clause 4.1 will apply accordingly.

4.3 Subject to Clause 5.1(f) below, the MC shall have the right to cancel a Consultation at any time, upon which the MC Fee will, subject to Clause 3.9, be refunded to the Client.

4.4 bizzi shall have the right at their sole discretion to cancel a Consultation at any time and refund the MC Fee to the Client.

4.5 Where a Client has purchased a Consultation and the relevant MC(s) has delivered (or started to deliver) that Consultation, absent non-delivery,  gross lack of professionalism or lack of expertise (which bizzi will determine in its sole discretion), the Client will not be entitled to any refund.

4.6 bizzi operates a ‘fair play’ policy in respect of all cancellations, whether by the Client or the MC. Should a Client or MC be viewed by bizzi as not treating others with respect and consideration in relation to rescheduling or cancellations (particularly those on short notice), bizzi may at its sole discretion temporarily or permanently suspend the account of that Client or MC and withdraw all access to the Platform.

5. Undertakings

5.1 The MC hereby undertakes to:

(a) ensure that the information provided on its Profile as listed on the Platform is accurate, updated and not misleading in any way;
(b) be punctual for the Consultations;

(c) ensure that they have sufficient and appropriate knowledge and expertise to be able to deliver the MC Services;
(d) treat the Clients with due professionalism, courtesy and respect;
(e) provide the Clients with clear and complete advice in relation to the MC Services that are required;
(f) provide reasonable notice to the Client of any changes to or cancellation of Consultations.

5.2 In the event that bizzi is of the view that the MC has breached its undertaking in Clause 5.1 above, bizzi may, at its sole discretion, remove the Listing of the MC on the Platform, remove the MC’s access to the Platform and cancel the MC’s pending Consultations.

6. Representations and Warranties

6.1 The MC hereby represents and warrants to bizzi that:

(a) it is the registered owner of a bizzi account;
(b) the credentials and Profile that it provides to bizzi is accurate and not in any way misleading;
(c) it has the authority and capacity to enter into a contractual relationship with bizzi under these Terms and Conditions and it is not subject to any restrictive covenant or other legal obligation which prohibits the MC from accepting the Services;
(d) neither the MC nor any other employee or agent of the MC has any relationship with any third party with whom bizzi has contracted which would cause such person to have a conflict of interest in relation to these Terms and Conditions or in respect of the Services. Should any such conflict of interest arise during the Term of these Terms and Conditions, the MC covenants and agrees to immediately notify bizzi;
(e) if it is not an individual, it is duly organised, incorporated and constituted, is a separate legal entity capable of suing and being sued and has the powers and authority to own its assets (if any) and to conduct the business which it conducts and proposes to conduct;
(f) it has full power and authority to execute and deliver these Terms and Conditions and any other document or instrument attendant hereto or thereto and to perform and observe the provisions of these Terms and Conditions;
(g) if it is not an individual, the execution, delivery and performance by it of these Terms and Conditions and any other document or instrument attendant hereto or thereto have been duly authorised by all necessary corporate action and do not and will not contravene any contractual restriction or agreement binding on or affecting it or any of its property or exceed any power or restriction granted or imposed by its memorandum and articles of association or constitution;
(h) its obligations under these Terms and Conditions are valid, binding and enforceable in accordance with the terms herein; and
(i) if it is not an individual, it has been established and has carried on business in accordance with applicable laws and regulations in the country in which it was established and in any and all countries in which it does business and there is no investigation or enquiry by, or order, decree or judgement of any court or any governmental agency or regulatory body outstanding or anticipated against the MC which may have a material adverse effect upon its business.

7. Indemnity

7.1 The MC hereby undertakes to indemnify, defend and save harmless bizzi and its subsidiaries (if any), their directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal fees and disbursements) or liability of any kind whatsoever resulting from:

(a) the negligent or wilful acts or omissions of the MC or its employees and/or agents, arising in connection with these Terms and Conditions;
(b) any and all breaches by the MC or its employees and/or agents, of any representations, warranties, covenants, terms or conditions of these Terms and Conditions;
(c) any claim that the Profile, Listing, other MC-generated information or content or MC Services infringe the intellectual property rights of any person or entity;

(d) any other information or content entered or uploaded by the MC to the Platform; and

(e) any claim that the MC Services do not meet the expectations, requirements or wishes of the Client.

8. Disclaimers and exclusion of liability

8.1 The MC hereby acknowledges and accepts that:

(a) The MC has the right to accept or decline a request for a Consultation, at its sole discretion.
(b) The Consultation shall be deemed to have taken place as scheduled on the Platform unless otherwise notified by the Client or the MC, but the MC shall not be entitled to withdraw fees earned from the Consultation unless they have been marked as completed in the relevant booking screen on the Platform and there are no outstanding complaints against the MC in respect of the Consultation.
(c) bizzi does not offer any services other than those expressly set out in these Terms and Conditions. For the avoidance of doubt, subject to Clause 3.10, bizzi does not provide any meeting venues for the Consultations.
(d) bizzi shall not be liable for the accuracy of information provided on the Platform or elsewhere in relation to the MC.
(e) bizzi shall not be liable for the quality of advice provided:

(i) by the MC (whether on or off the Platform, involving the Services or not),
(ii) in the Consultation, or
(iii) in discussing or delivering the MC Services.

(f) If there are other expenses, disbursements, reimbursements and applicable taxes thereon in relation to the Consultation that are not covered under the MC Fee, including but not limited to venue booking costs, transport costs and technology costs, these are a matter for separate agreement between the MC and the Client.
(g) The MC Services do not include the provision of any Deliverables.

9. Intellectual Property

9.1 “Intellectual Property Rights” means all intellectual and industrial property rights of bizzi which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. The MC agrees that bizzi shall be the exclusive owner of all Intellectual Property Rights howsoever created or developed by the MC, whether by it alone or jointly or with the contribution or assistance of others arising out of its engagement with bizzi, or its conduct or physical or electronic presence on the Platform.

9.2 The MC further agrees that it has no rights in any such Intellectual Property Rights and hereby assigns to bizzi all rights, title and interest that may accrue to the MC as a result of its engagement with bizzi, unless otherwise agreed. The MC hereby undertakes and agrees to waive all moral rights and droits de suite that the MC either now or in the future may have to the Intellectual Property Rights. Notwithstanding the foregoing, the MC and bizzi may agree in writing that certain identified and designated Intellectual Property Rights will remain with the MC.

10. Confidential, Customer and Personal Data

10.1 The MC acknowledges and agrees that bizzi is the custodian and owner of confidential, customer and proprietary information as well as personal data under Singapore law (hereinafter referred to as “Personal Data”) under the Personal Data Protection Act 2012 (No. 26 of 2012) in Singapore (hereinafter referred to as the “PDPA”); all of which bizzi is required to protect under applicable legislation in force from time to time. Moreover, and without limiting the foregoing, the MC hereby covenants and agrees that it shall comply with all duties and obligations as set out in and which arise from the PDPA, as amended from time to time, and shall make all reasonable efforts to assist bizzi in complying with bizzi’s duties and obligations as set out in and which arise from the PDPA as it may relate to these Terms and Conditions and the Services provided hereunder. The MC hereby consents to the collection, use and disclosure of its personal data by bizzi.

10.2 If for any reason the MC does not comply, suspects that it has not complied, or anticipates that it will be unable to comply, with a provision in these Terms and Conditions in any respect, or becomes aware of potential breach of information, the MC (as the case may be) must immediately (within 24 hours) notify bizzi of the particulars of the non-compliance, suspected non-compliance or anticipated non-compliance, verbally if necessary, and the MC hereby undertakes to continue to disclose all details as confirmed or otherwise available. The MC must also ensure not to delete or destroy any information that may be valuable in determining the cause and scope of the breach, anticipated breach or suspected breach.

10.3 The MC will keep strictly confidential all information and materials imparted or provided by the Client to the MC (“Information”), whether directly or incidentally related to the Services, unless and until:

(a) the Information is available in the public domain;

(b) bizzi or the MC is compelled by statute, regulation or court order to reveal the Information; or

(c) the Client formally waives such confidentiality in writing.

11. Relationship

11.1 The Parties hereto expressly acknowledge and agree that the MC shall render the MC Services to the Clients as an independent third party and that the MC’s employees and/or agents are not employees of bizzi.

11.2 Nothing in these Terms and Conditions shall be construed as creating an employment, partnership, joint venture, nominee or agency relationship between the Parties, or as authorizing either Party to act as agent for the other or to enter into any contracts on behalf of the other Party. As such, the MC is not authorized to bind or commit bizzi, either actually or apparently, in any manner whatsoever, without express prior written authority from bizzi to do so.

12. Reference

12.1 The MC shall not make reference to bizzi in any promotional material, except as a professional reference, without the prior written authorization of bizzi.

13. Severability

13.1 Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

14. Notices

14.1 All notices and communications hereunder to the MC shall be in writing and shall be either (a) delivered personally, (b) forwarded by registered or certified mail to the postal address indicated below or such other address as may hereafter be designated in writing in accordance herewith, or (c) transmitted by e-mail (if such information is provided by the MC).

14.2 All notices and communications hereunder to bizzi shall be in writing and shall be either (a) delivered personally, (b) forwarded by registered or certified mail to the postal address indicated below or such other address as may be specified in writing, or (c) transmitted through the Platform or by e-mail to the e-mail address indicated below:

Bizzi Pte Ltd

60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051

contact@bizzi.co

14.3 Notices delivered personally or transmitted by e-mail shall be deemed to have been received when delivered. Notices forwarded by certified or registered mail shall be deemed to have been received four (4) days after mailing.

15. Assignment

15.1 The MC shall not assign its rights under these Terms and Conditions without the prior written consent of bizzi, and any attempt to do so shall be a breach of these Terms and Conditions and shall be void.

16. Entire Agreement

16.1 These Terms and Conditions constitute the entire agreement between the Parties and supersede all previous negotiations, understandings and agreements, verbal or written, with respect to any matters referred to in these Terms and Conditions except as specifically set out in these Terms and Conditions.

17. Governing Law

17.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore.

18. Dispute Resolution

18.1 The Parties will try to resolve any dispute or claim arising from or in connection with these Terms and Conditions by appropriate internal means, including referral to each Party’s senior management. If the Parties cannot reach a mutually satisfactory resolution, the dispute shall be referred to and adjudicated by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of a sole arbitrator appointed by the Parties. In the event the Parties are unable to agree upon the sole arbitrator, the arbitrator shall be appointed by the chairman of the SIAC. The language of the arbitration shall be English. The arbitrators may not award non-monetary or equitable relief, punitive damages or any other damages not measured by the prevailing Party’s actual direct damages. This paragraph will not prevent any Party from pursuing equitable remedies to the extent required to protect rights or property or to prevent irreparable harm.



 

CODE OF CONDUCT – MICROCONSULTANTS

 

A supportive environment

To always maintain the highest standards of professionalism, please conduct your sessions in a quiet place. It is not acceptable to take calls from clients while driving or sitting in a noisy café. We prefer that you set aside a dedicated space in your home or in your office to conduct your calls, but we will leave this to your best judgment.

Be respectful

Some businesses will book a session as a ’one-off’ because they may just have a question or two that they need answered, or they want some direction or validation for their current or planned strategy.

Some businesses with more complex issues or bigger plans may need more help. If you feel that your client needs additional support, please manage their expectations as soon as you realize this so that they understand that they will need a few more sessions to work through their issues. (To add that we have just written a blog for clients that will help them manage their own expectations of you).

Feel free to suggest a weekly, fortnightly or monthly call. But please do not pressure clients to do more sessions with you. They may not feel they can afford regular sessions, or they may not feel they have connected with you on a personal level. Please respect their wishes if they do not want to rebook.

Fairness

At bizzi, we go to a lot of effort and cost to promote bizzi MircoConsulting to give every MicroConsultant on our platform the chance to win clients and grow their businesses. We want our MicroConsultants to have as many opportunities as possible.

As a result, we expect that should any client find a MicroConsultant on our platform but try to book them outside of it, the MicroConsultant will ask them to book through the platform.

If a bizzi client books you outside of bizzi MicroConsulting, you will be given a warning. If this happens again, we will have to withdraw your approval as a bizzi MicroConsultant.

Trust, Honesty and Compassion

A number of the businesses you will deal with as a MicroConsultant will be going through some really tough times. While you need to deliver them an honest assessment of their situation and give suitable advice, we expect you to do this with compassion and understanding of their circumstances.

The Spirit of Giving Back

Until now, micro businesses have often missed out. When passing on your knowledge and expertise to bizzi MicroConsulting clients, you need to make sure that this supports their business goals and remains aligned with their vision. If they do not have a vision, help them create one. Never push your own agenda for what you think their business should do.

Collaboration

As part of our effort to provide you with as many opportunities as possible to win business, we have provided the option for bizzi MicroConsultants to present offerings to the bizzi community in collaboration with each other. Please ensure when delivering such collaborative offerings that you coordinate your approach to clients so that they are clear on which bizzi MicroConsultant is delivering what part of the offering, as well as what knowledge you want the client to have once your collaborative offering has been delivered.

PRIVACY POLICY

1. LEGAL INFORMATION

1.1 Bizzi Pte. Ltd. (Company Registration No.: 201629739G) is a company incorporated in Singapore and having its registered office at 60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051 (“bizzi”, “we”, “our” or “us”).

1.2 This privacy policy (“Privacy Policy”) governs how bizzi and/or its associated and affiliated companies, whether in Singapore or abroad (collectively, the “Group”) uses personal data (a) collected from you, or; (b) that you provide to bizzi, in connection with the access and use of the Platform. This includes all services, features and Content provided through the Platform.

1.3 For the purposes of this Privacy Policy, “Platform” also includes bizzi’s public website located at https://bizzi.co.

1.4 This Privacy Policy is based on the Singapore Personal Data Protection Act 2012 (“PDPA”) and all associated regulations and guidelines as may from time to time be issued by the Personal Data Protection Commission of Singapore. It sets out the basis on which bizzi collects any personal data from you, or the basis on which your personal data will be disclosed, used and/or processed by bizzi.

1.5 By accessing and using the Platform, you are deemed to agree to the terms of this Privacy Policy. Please review this Privacy Policy carefully before accessing and using the Platform, or otherwise providing any personal data. If you wish to amend or remove any of your personal data in our possession, please refer to clause 4 of this Privacy Policy for the required procedure.

1.6 This Privacy Policy supplements but does not supersede nor replace any other consent that you may have previously given us, nor does it affect any right that we may have at law in connection with the collection, use, disclosure and/or retention of your personal data.

1.7 This Privacy Policy forms part of our General Terms and Conditions. Unless otherwise defined here, capitalised terms used shall have the meaning given to them in the General Terms and Conditions.

2. COLLECTION OF PERSONAL DATA

2.1 Personal data refers to data about an individual who can be identified from either (a) that particular data, or (b) from that particular data and other information which bizzi has, or is likely to have, access to. Such personal data shall also refer to (i) data already in our possession; or (ii) the data to be collected by us.

2.2 Commonly collected personal data of our Users may include (but is not limited to):

  1. personal particulars (e.g. name, contact details, residential address, date of birth, identity card/passport details, and/or education details);
  2. financial details (e.g. income, expenses, and/or credit history);
  3. banking information (e.g. bank account numbers);
  4. payment information (e.g. credit card number and related account and billing information);
  5. images and voice recordings of our conversations with you;
  6. employment details (e.g. occupation, directorships and other positions held, and/or employment history);
  7. tax and insurance information;
  8. information about your knowledge and experience, business interests and assets, or business opportunities (which you choose to share on the Platform);
  9. communications between you and other Users, made through the Platform;
  10. (to the extent that a User is an entity) information about individuals who are authorised by the entity and may act on behalf of the entity; and/or
  11. personal opinions made known to us (e.g. feedback or responses to surveys).

2.3 Collection of personal data

2.3.1 Wherever possible, we only collect personal data directly from you. Situations where this can occur include when (or before) you:

    1. register for an account with us;
    2. sign up for our newsletter and other mailings;
    3. use the Platform; and/or
    4. submit, post or upload any User-Generated Content.


2.3.2 In addition to personal data provided to us, we may also collect information related to you that is not considered personal data. We collect this information to improve the Platform. Such non-personal data includes information such as your IP address, the internet browser and operating system you use, details of your interaction with the Platform, and preferences. We use this information to improve the Platform, perform routine Platform maintenance, to generate aggregate Platform traffic reports, and enhance the performance of our Platform on different browsers and devices.

2.3.3 We may also receive personal information about you from other sources if you have given permission for that information to be shared. This may include information from commercially available sources, such as public databases and data aggregators, and information from third parties.

2.4 Use of cookies

2.4.1 The Platform may use data collection devices such as “cookies” and other technologies such as pixel tags and web beacons to personalise your online experience, help analyse the Platform flow, and measure promotional effectiveness. “Cookies” are small files placed on your hard drive that assist us in operating the Platform. We may offer features that are only available through the use of a cookie. We also use cookies to reduce the number of times you need to enter your password. Cookies may also help us provide you with information targeted to your interests. Most browsers automatically accept cookies but you can modify your browser to decline cookies (if your browser permits you to do so). However, in this case you may not be able to access certain features on the Platform or some interactive features offered on the Platform may be restricted or rendered inoperable.

2.4.2 The Platform may allow third parties (for example, analytics firms and business partners) to download cookies to your device. These third parties may use cookies and other technologies to collect non-personal data about your online activities while you are using the Platform. We have no access to, or control over these cookies, or other features these third parties use, and the information practices of these third parties are not covered by this Privacy Policy.

3. USE OF PERSONAL DATA

3.1 Using your personal data

3.1.1 We collect personal data from our existing and prospective Users for various reasons. These purposes include:

    1. fulfilling our obligations or exercising our rights under the General Terms and Conditions;
    2. providing and improving your experience on the Platform;
    3. authenticating your access to parts of the Platform you are authorised to access;
    4. reviewing, processing and confirming any request, application or User-Generated content (including opportunities or communications) which you submit, in using the Platform;
    5. analysing the effectiveness of our advertisements, competitions and promotions;
    6. customising your Platform experience, as well as evaluating statistics on Platform activity, such as what time you visited it, whether you have visited it before, and what site referred you to it;
    7. making the Platform easier to use and tailoring the Platform to your interests and needs;
    8. marketing and communicating with you in relation to the Platform and our relevant service partners;
    9. processing, managing and administering accounts on the Platform;
    10. sending you information you have requested;
    11. responding to your comments, feedback or queries;
    12. resolving disputes, collecting fees, distributing returns, troubleshooting problems;
    13. fulfilling a legal or regulatory requirement;
    14. detecting, preventing or otherwise addressing fraud or security issues;
    15. informing you of any changes to our General Terms and Conditions;
    16. improving the quality of the Platform, its Content and functionalities with market research and surveys;
    17. supplying you with information that is relevant to your existing relationship with us; and
    18. suggesting products or services which we think may interest you.

3.1.2 Personal data will be held for as long as it is necessary to fulfil the purpose for which it was collected, or as required or permitted by applicable laws. We shall cease to retain personal data, or remove the means by which the personal data can be associated with particular individuals, as soon as it is reasonable to assume that (a) the purpose for which that personal data was collected is no longer being served by retaining it; and (b) retention is no longer necessary for legal or business purposes.

3.2 Sharing your personal data

3.2.1 bizzi shares your personal information with trusted third parties and strategic partners. These parties and partners assist us with our business operations or provide the Platform. We may also share your personal data with trusted third parties and strategic partners that help bizzi market to Users and potential Users. Such parties may either be in Singapore or abroad and may include:

    1. any member in our Group;
    2. our advertising, marketing and promotional agencies to help us deliver and analyse the effectiveness of our advertising campaigns and promotions;
    3. third parties for the purpose of raising funds;
    4. law enforcement or government authorities following due legal process in requesting disclosure of your information;
    5. third parties who wish to send you information about their products and services, but only if you have given us your consent to do so;
    6. third party providers of services, such as data processing; and
    7. web analytics tool providers, such as Google.

3.2.2 We may also share your personal data for the following reasons:

    1. reasons provided under clause 3.1 ‘using your personal data’;
    2. verification of your identity;
    3. to protect our rights or property (including but not limited to any intellectual property rights);
    4. to respond to claims that you violated the rights of third parties;
    5. to conduct investigations into possible breaches of applicable laws; and/or
    6. to comply with a court order or other legal or regulatory requirements in the jurisdictions we operate. 

3.2.3 In situations where a third party under contract with bizzi collects personal data about you, we use commercially reasonable efforts to require the third party to exercise reasonable care in protecting your information.

3.2.4 The Platform may also enable you to interact with or contain links to other third-party websites, applications and services that are not owned or controlled by bizzi (which may include those which are owned or controlled by other Users). bizzi is not responsible for the privacy practices or the content of these third parties and, accordingly, we encourage you to read the terms and conditions and privacy policy of each third party that you choose to use or interact with.

3.2.5 To avoid doubt, if we have reasonable grounds to believe that you are in breach of any of the terms of this Privacy Policy, the General Terms and Conditions or any agreement(s) and/or terms and conditions that govern our relationship with you, we reserve the right, in our sole and absolute discretion, to report to, and cooperate fully with, other parties. These may include:

    1. governmental authorities;
    2. private investigators;
    3. all the rightful owner(s) or interest holder(s); and/or
    4. injured third parties in the investigation of any potential or ongoing criminal or civil wrongdoing.


3.2.6 Further, we may disclose your identity and contact information, or such other transaction- related data:

    1. if requested by a government or law enforcement body, private investigator, rightful owner or interest holder and/or any injured third party or as a result of a subpoena or other legal action; or
    2. if we are of the view, in our sole and absolute discretion, that it would be in our best interest to do so.

       

3.2.7 We shall not be liable in any way for damages or results arising from such disclosure, and you agree not to bring an action or claim against us for such disclosure.

4. AMENDMENTS TO PERSONAL DATA / OPT OUT

4.1 You have a right to access, change and remove the personal data held by bizzi. If you wish to do so, please contact our Data Protection Officer at contact@bizzi.co. You may also access, change and remove your personal details by clicking on ‘My Account’. You may also decline to receive e- mails by clicking on ‘unsubscribe’ in any marketing e-mail you receive.

4.2 To the extent not required by bizzi in connection with providing the Platform, if you do not want your personal data to be shared among affiliates, business partners or unrelated third parties, you may opt-out of such information sharing by sending us an email at contact@bizzi.co.

5. SECURITY

5.1 bizzi uses reasonable measures to protect your personal data and to store it securely. Where personal information is entered on the Platform, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) technology. However, due to the inherent nature of the Internet as an open global communications vehicle, no method of transmission over the Internet or method of electronic storage is 100% secure. While security cannot be guaranteed, we strive to protect your personal data and are constantly reviewing and enhancing our security protocols to ensure that your personal data is not subject to unnecessary risks.

6. TRANSFER OF PERSONAL DATA

6.1 We may transfer, store, process and/or deal with your personal data outside Singapore. In doing so, we will comply with the PDPA and other applicable data protection and privacy laws.

6.2 bizzi, or substantially all of bizzi’s assets, or effective control over them, may be acquired by one or more third parties as a result of an acquisition, merger, sale, reorganisation, consolidation or liquidation. In such a situation, databases containing User personal information may be one of the assets transferred, over which such third parties may gain control, or to which they may gain access. In using the Platform, you consent to such transfer of, control over and access to your personal data.

7. CONTACTING YOU

7.1 bizzi is committed to complying with the Do Not Call (“DNC”) provisions set out in the PDPA. If you have registered your telephone number with the DNC Registry, bizzi will not send you promotional and marketing messages via phone calls, text messages and faxes. However, if you have previously given bizzi consent to contact you for such purposes, we will continue to do so until you withdraw your consent. If you no longer wish to receive marketing and/or promotional messages from bizzi and had previously provided bizzi with your consent to do so, you can withdraw your consent by contacting us at contact@bizzi.co.

8. RIGHTS TO AMEND THIS PRIVACY POLICY

8.1 We reserve the right to amend this Privacy Policy at any time. If material changes are made to this Privacy Policy, they will be posted on this page and date stamped. We encourage you to review this page periodically in order for you to stay notified of any changes.

8.2 Your continued access and use of the Platform after any changes to this Privacy Policy constitutes your consent to any such changes.

 

 

BIZZI MICROCONSULTING

TERMS AND CONDITIONS FOR CLIENT

THESE BIZZI MICROCONSULTING TERMS AND CONDITIONS FOR CLIENT (these “Terms and Conditions”) shall apply between:

(1) BIZZI PTE. LTD. (Company Registration No.: 201629739G), a company incorporated in Singapore and having its registered office at 60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051 (“bizzi”, “we”, “our” or “us”); and

(2) any person using the services (as defined below) (“Client” or “you”, and collectively with bizzi, the “Parties”, and each, a “Party”).

1. General

1.1 Without prejudice to any other provision in the General Terms and Conditions of the bizzi website, www.bizzi.co, and in these Terms and Conditions, by signing up to receive the Services, you represent, acknowledge, warrant and undertake:

(a) to have read and fully understood, accept, comply with, and be bound by, these Terms and Conditions;
(b) that you agree to the collection and use of your data in accordance with our Privacy Policy, subject to any variation and withdrawal of consent provided therein;
(c) that you are over 18 years of age and have the legal capacity to enter into contracts with us and be bound by the Terms and Conditions;
(d) to comply with all applicable laws, regulations and rules in relation to your usage of the Services; and
(e) that you intend in good faith to procure the Services in respect of your business.

1.2 These Terms and Conditions shall prevail notwithstanding any Client amendments to it. Any amended terms or conditions submitted, proposed or stipulated by the Client, regardless of whether bizzi has objected to them explicitly, are expressly waived and excluded.

1.3 bizzi reserves the right to amend, modify, update, change or otherwise alter these Terms and Conditions at any time (“Updates”). You are advised to read these Terms and Conditions carefully and to check regularly for any Updates. As these Terms and Conditions will govern your access to and use of the Services, please review these Terms and Conditions each time you use the Services. If you do not agree to any change, update or modification to these Terms and Conditions, you must immediately stop using the Services. Your continued use of the Services after Updates are made means that you consent to such Updates.

2. Services

2.1 The Services (“Services”) availed to you by bizzi under these Terms and Conditions are as follows:

(a) Access to bizzi’s MicroConsulting platform (“Platform”) to browse through the profiles of the MicroConsultants (“MC”) listed therein;
(b) Engagement of available MCs (“MC Engagement”) for the rendering of business consultation services (“MC Services”);
(c) Making an appointment with a MC for a consultation session, a package thereof, or a project-based offering (“Consultation”); and
(d) Making payment for the MC Services.

2.2 Multiple Clients (“Team”) may collectively avail themselves of the TeamUp function on the Platform, whereby a single Client would book and pay for the Consultation on behalf of the Team.

2.3 Multiple MCs may collaborate to present joint offerings in respect of any of the MC Services.2.4 For the avoidance of doubt, the Client and the MC(s) shall have a direct contractual relationship with regard to the performance of the MC Services.

2.5 For the avoidance of doubt, the MC Services as defined under these Terms and Conditions do not include the provision of any reports or any other deliverables (collectively, “Deliverables”). The provision of any Deliverables and the fees thereof shall be further negotiated directly between you and the MC.

3. Fees

3.1 For and in consideration of the Services furnished by bizzi to you and the MC Services furnished by the MC to you under these Terms and Conditions, you shall pay the agreed fee (“MC Fee”), which shall be calculated based on the rates determined by the MC and set out in its profile, according to the type and duration of the Consultation.

3.2 Subject to any variation bizzi may apply from time to time, the MC Fee shall be split between bizzi and the MC, with bizzi to receive 20% and the MC to receive 80%.

3.3 Upon fixing an appointment for a Consultation, the Client shall pay the MC Fee into an escrow account administered by a third party appointed by bizzi. The respective proportions of the MC Fee will be made available to the MC and to bizzi from fourteen (14) days after the date of the Consultation.

3.4 Where multiple MCs have been responsible for delivery of the MC Services, the MC Fee shall be split evenly between these MCs.

3.5 In the event of any complaints by the Client against the MC, bizzi shall have the right and sole discretion to refund the MC Fee to the Client. If such a complaint is received within 14 days of the Consultation, bizzi may withhold payment of the MC Fee temporarily or permanently at its sole discretion (depending on the outcome of its investigation of the complaint).

3.6 Any refunds made under these Terms and Conditions, whether in full or in part, may be subject to an administration and/or third-party processing fee, the amount and application of which shall be as determined by bizzi (and the third party, as appropriate) from time to time in its sole discretion.

3.7 bizzi provides, on a goodwill basis and at its own expense, the facility for MCs and their Clients to conduct Consultations via video calls on the Platform (“Video Facility”). Use of the Video Facility is provided subject to its fair and reasonable use by the MC and the Client (“Fair Use”). Should bizzi determine that an MC is not engaging in Fair Use of the Video Facility – such as (but not limited to) using it not in connection with the Consultation – bizzi may charge a fee for the Video Facility (the amount of which will not limited to the cost to bizzi of providing the facility), withdraw the Video Facility, or both.

4. Cancellation

4.1 If the Client or MC cancels the Consultation, subject to Clause 3.6, the Client may obtain a full refund of the MC Fee (minus any third-party processing fees).

4.2 The Client or MC may reschedule the Consultation subject to their mutual availability, but if the Client or MC is unable to reschedule the Consultation, the Consultation will be deemed to have been cancelled and Clause 4.1 will apply accordingly.

4.3 The MC shall have the right to cancel a Consultation at any time, provided that reasonable notice of the cancellation is given to the Client, upon which the MC Fee shall, subject to Clause 3.6, be refunded to the Client.

4.4 bizzi shall have the right to cancel a Consultation at any time and refund the MC Fee to the Client.

4.5 Where a Client has purchased a Consultation and the relevant MC(s) has delivered (or started to deliver) that Consultation, absent non-delivery,  gross lack of professionalism or lack of expertise (which bizzi will determine in its sole discretion), the Client will not be entitled to any refund.

4.6 bizzi operates a ‘fair play’ policy in respect of all cancellations, whether by the Client or the MC. Should a Client or MC be viewed by bizzi as not treating others with respect and consideration in relation to cancellations (particularly those on short notice), bizzi may at its sole discretion temporarily or permanently suspend the account of that Client or MC and withdraw all access to the Platform.

5. Undertakings

5.1 The Client hereby undertakes to:

(a) be punctual for the Consultations;
(b) treat the MC with due courtesy and respect;
(c) provide the MC with clear and complete information in relation to the required MC Services so that the MC is aware of the Client’s desired outcome.

6. Representations and Warranties

6.1 The Client hereby represents and warrants to bizzi that:

(a) it is the registered owner of a bizzi account (“Account”) and the particulars of the Client provided therein are accurate and up to date;
(b) it has the authority and capacity to enter into a contractual relationship with bizzi under these Terms and Conditions and it is not subject to any restrictive covenant or other legal obligation which prohibits the Client from accepting the Services;
(c) neither the Client nor any other employee or agent of the Client has any relationship with any third party with whom bizzi has contracted which would cause such person to have a conflict of interest in relation to these Terms and Conditions or in respect of the Services. Should any such conflict of interest arise during the Term of these Terms and Conditions, the Client covenants and agrees to immediately notify bizzi;
(d) if it is not an individual, it is duly organised, incorporated and constituted, is a separate legal entity capable of suing and being sued and has the powers and authority to own its assets (if any) and to conduct the business which it conducts and proposes to conduct;
(e) it has full power and authority to execute and deliver these Terms and Conditions and any other document or instrument attendant hereto or thereto and to perform and observe the provisions of these Terms and Conditions;
(f) if it is not an individual, the execution, delivery and performance by it of these Terms and Conditions and any other document or instrument attendant hereto or thereto have been duly authorised by all necessary corporate action and do not and will not contravene any contractual
restriction or agreement binding on or affecting it or any of its property or exceed any power or restriction granted or imposed by its memorandum and articles of association or constitution;
(g) its obligations under these Terms and Conditions are valid, binding and enforceable in accordance with the terms herein; and
(h) if it is not an individual, it has been established and has carried on business in accordance with applicable laws and regulations in the country in which it was established and in any and all countries in which it does business and there is no investigation or enquiry by, or order, decree or judgement of any court or any governmental agency or regulatory body outstanding or anticipated against the Client which may have a material adverse effect upon its business.

7. Indemnity

7.1 The Client hereby undertakes to indemnify, defend and save harmless bizzi and its subsidiaries (if any), their directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal fees and disbursements) or liability of any kind whatsoever resulting from:

(a) the negligent or wilful acts or omissions of the Client or its employees and/or agents, arising in connection with these Terms and Conditions;
(b) any and all breaches by the Client or its employees and/or agents, of any representations, warranties, covenants, terms or conditions of these Terms and Conditions;
(c) any claim that the  Services infringe the intellectual property rights of any person or entity;

(d) any information or content entered or uploaded by the Client to the Platform; and

(e) any claim that the Services do not meet the expectations, requirements or wishes of the Client.

8. Disclaimers and exclusion of liability

8.1 The Client hereby acknowledges and accepts that:

(a) The MC has the right to accept or decline a request for a Consultation, at its sole discretion.
(b) The Consultation shall be deemed to have taken place as scheduled on the Platform unless otherwise notified by the Client or the MC.
(c) bizzi does not offer any services other than those expressly set out in these Terms and Conditions. For the avoidance of doubt, subject to Clause 3.7, bizzi does not provide any meeting venues for the Consultations.
(d) bizzi shall not be liable for the accuracy of the information provided on the Platform or elsewhere in relation to the MC.
(e) bizzi shall not be liable for the quality of:

(i) the advice provided by the MC (whether on or off the Platform and whether or not in connection with the Services);
(ii) the Consultation; or
(iii) the negotiations, discussions or delivery of the MC Services.

(f) If there are other expenses, disbursements, reimbursements and applicable taxes thereon in relation to the Consultation, including but not limited to venue booking costs, transport costs and technology costs, these shall not be covered under the MC Fee, but shall be a matter for separate agreement between the MC and the Client.
(g) The MC Services do not include the provision of any Deliverables.
(h) bizzi makes its best efforts to conduct a screening process of the MCs, but bizzi does not in any way endorse the MCs and shall not be held responsible for the conduct or quality of the MCs.
(i) The MC’s qualifications and eligibility may change from time to time and bizzi shall not be responsible for any outdated or inaccurate information on the Platform or otherwise provided by the MC.

9. Intellectual Property

9.1 “Intellectual Property Rights” means all intellectual and industrial property rights of bizzi and the MC which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. The Client agrees that the MC shall be the exclusive owner of all Intellectual Property Rights howsoever created or developed by the Client, whether by it alone or jointly or with the contribution or assistance of others arising out of its engagement with the MC, or its conduct or physical or electronic presence on the Platform, including without limitation all Intellectual Property Rights in the Deliverables, if any.

9.2 The Client further agrees that it has no rights in any such Intellectual Property Rights and hereby assigns to the MC all rights, title and interest that may accrue to the Client as a result of its engagement with the MC, unless otherwise agreed. The Client hereby undertakes and agrees to waive all moral rights and droits de suite that the Client either now or in the future may have to the Intellectual Property Rights. The Client agrees that all Deliverables and other works created in full or in part by the Client may be maintained, changed, modified and/or adapted by the MC without the consent of the Client. Notwithstanding the foregoing, the Client and the MC may agree in writing that certain identified and designated Intellectual Property Rights will remain with the Client.

10. Confidential, Customer and Personal Data

10.1 The Client acknowledges and agrees that bizzi is the custodian and owner of confidential, customer and proprietary information as well as personal data under Singapore law (hereinafter referred to as “Personal Data”) under the Personal Data Protection Act 2012 (No. 26 of 2012) in Singapore (hereinafter referred to as the “PDPA”); all of which bizzi is required to protect under applicable legislation in force from time to time. Moreover, and without limiting the foregoing, the Client hereby covenant and agree that they shall comply with all duties and obligations as set out in and which arise from the PDPA, as amended from time to time, and shall make all reasonable efforts to assist bizzi in complying with bizzi’s duties and obligations as set out in and which arise from the PDPA as it may relate to these Terms and Conditions and the Services provided hereunder. The Client hereby consents to the collection, use and disclosure of its personal data by bizzi.

10.2 If for any reason the Client does not comply, suspects that it has not complied, or anticipates that it will be unable to comply, with a provision in these Terms and Conditions in any respect, or becomes aware of potential breach of information, the Client (as the case may be) must immediately (within 24 hours) notify bizzi of the particulars of the non-compliance, suspected non-compliance or anticipated non-compliance, verbally if necessary, and the Client hereby undertakes to continue to disclose all details as confirmed or otherwise available. The Client must also ensure not to delete or destroy any information that may be valuable in determining the cause and scope of the breach, anticipated breach or suspected breach.

11. Relationship

11.1 The Parties hereto expressly acknowledge and agree that the MC shall render the MC Services to the Clients as an independent third party and that the MC’s employees and/or agents are not employees of bizzi.

11.2 Nothing in these Terms and Conditions shall be construed as creating an employment, partnership, joint venture, nominee or agency relationship between the Parties, or as authorizing either Party to act as agent for the other or to enter into any contracts on behalf of the other Party. As such, the Client is not authorized to bind or commit bizzi, whether actually or apparently, in any manner whatsoever, without express prior written authority from bizzi to do so.

12. Reference

12.1 The Client shall not make reference to bizzi in any promotional material, except as a professional reference, without the prior written authorization of bizzi.

13. Severability

13.1 Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

14. Notices

14.1 All notices and communications hereunder to the Client shall be in writing and shall be either forwarded by registered or certified mail to the postal address indicated in their Account or such other address as may be specified in writing, or otherwise transmitted through the Platform, by facsimile or e-mail (if such information is provided by the Client).

14.2 All notices and communications hereunder to bizzi shall be in writing and shall be either (a) delivered personally, (b) forwarded by registered or certified mail to the postal address indicated below or such other address as may be specified in writing, or (c) transmitted by e-mail to the e-mail address indicated below:

Bizzi Pte Ltd
60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051
contact@bizzi.co

14.3 Notices delivered personally or transmitted by e-mail shall be deemed to have been received when delivered. Notices forwarded by certified or registered mail shall be deemed to have been received four (4) days after mailing.

15. Assignment

15.1 The Client shall not assign its rights under these Terms and Conditions without the prior written consent of bizzi, and any attempt to do so shall be a breach of these Terms and Conditions and shall be void.

16. Entire Agreement

16.1 These Terms and Conditions constitute the entire agreement between the Parties and supersede all previous negotiations, understandings and agreements, verbal or written, with respect to any matters referred to in these Terms and Conditions except as specifically set out in these Terms and Conditions.

17. Governing Law

17.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore.

18. Dispute Resolution

18.1 The Parties will try to resolve any dispute or claim arising from or in connection with these Terms and Conditions by appropriate internal means, including referral to each Party’s senior management. If the Parties cannot reach a mutually satisfactory resolution, the dispute shall be referred to and adjudicated by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of a sole arbitrator appointed by the Parties. In the event the Parties are unable to agree upon the sole arbitrator, the arbitrator shall be appointed by the chairman of the SIAC. The language of the arbitration shall be English. The arbitrators may not award non-monetary or equitable relief, punitive damages or any other damages not measured by the prevailing Party’s actual direct damages. This paragraph will not prevent any Party from pursuing equitable remedies to the extent required to protect rights or property or to prevent irreparable harm.

 

BIZZI MICROCONSULTING

TERMS AND CONDITIONS FOR MICROCONSULTANT

THESE BIZZI MICROCONSULTING TERMS AND CONDITIONS FOR MICROCONSULTANT (these “Terms and Conditions”) shall apply between:

(1) BIZZI PTE. LTD. (Company Registration No.: 201629739G), a company incorporated in Singapore and having its registered office at 60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051 (“bizzi”, “we”, “our” or “us”); and

(2) any person applying to be registered or already registered as a MicroConsultant (as referenced below) to use the Services (as defined below) (“MC” or “you”, and collectively with bizzi, the “Parties”, and each, a “Party”).

1. General

1.1 Without prejudice to any other provision in the General Terms and Conditions of the bizzi website, www.bizzi.co, and in these Terms and Conditions, by signing up to receive the Services, you represent, acknowledge, warrant and undertake:

(a) to have read and fully understood, accept, comply with, and be bound by, these Terms and Conditions;
(b) that you agree to the collection and use of your data in accordance with our Privacy Policy, subject to any variation and withdrawal of consent provided therein;
(c) that you are over 18 years of age and have the legal capacity to enter into contracts with us and be bound by the Terms and Conditions;
(d) to comply with all applicable laws, regulations and rules in relation to your usage of the Services
(e) that you intend in good faith to procure the Services in respect of your business
(f) that you have read, understood, accept and will comply with our Code of Conduct.

1.2 These Terms and Conditions shall prevail notwithstanding any MC amendments to it. Any amended terms or conditions submitted, proposed or stipulated by the MC, regardless of whether bizzi has objected to them explicitly, are expressly waived and excluded.

1.3 bizzi reserves the right to amend, modify, update, change or otherwise alter these Terms and Conditions at any time (“Updates”). You are advised to read these Terms and Conditions carefully and to check regularly for any Updates. As these Terms and Conditions will govern your access to and use of the Services, please review these Terms and Conditions each time you use the Services. If you do not agree to any change, update or modification to these Terms and Conditions, you must immediately stop using the Services. Your continued use of the Services after Updates are made means that you consent to such Updates.

2. Services

2.1 For and in consideration of the splitting of the MC Fee in accordance with Clause 3.2 herein, the following Services (“Services”) shall be availed to you by bizzi under these Terms and Conditions:

(a) Listing of your profile (“Profile”) and fee rates (“Listing”) on bizzi’s MicroConsulting platform (“Platform”) to advertise your business consultancy services (“MC Services”)  as a MicroConsultant (“MC”) to the users (“Clients”) of the Platform;
(b) Receive inquiries through the Platform (“MC Engagement”) for your rendering of the MC Services;
(c) Making an appointment with a Client for a consultation session, a package thereof, or a project-based offering (“Consultation”); and
(d) Receiving payment from the Client for the MC Services.

2.2 Multiple Clients (“Team”) may collectively avail themselves of the TeamUp function on the Platform, whereby a single Client would book and pay for the Consultation on behalf of the Team.

2.3 Subject to bizzi’s MC Code of Conduct (as amended from time to time), multiple MCs may collaborate to present joint offerings in respect of any of the MC Services.

2.4 For the avoidance of doubt, the Client and the MC(s) shall have a direct contractual relationship with regard to the performance of the MC Services.

2.5 For the avoidance of doubt, the MC Services as defined under these Terms and Conditions do not include the provision of any reports or any other deliverables (collectively, “Deliverables”). The provision of any Deliverables and the fees thereof shall be further negotiated directly between you and the Client.

2.6 In order to be listed on the Platform as a MC, you must submit an application to bizzi in the form provided at https://bizzi.co/app/mc/registration (as amended from time to time). bizzi shall have the power and discretion to approve or reject your application, conduct an interview and/or request for more information before making a decision.

2.7 bizzi has the right to remove the Listing of an MC from the Platform at any time without notice.

2.8 bizzi may provide additional offerings for MCs, such as podcasts, online calls, webinars and other online or offline events for which bizzi may or may not charge a fee (“Additional Offerings”). In relation to these:

(a) Delivery of the Additional Offerings may be undertaken by bizzi, third parties (potentially including MCs), or both. 

(b) The content of the Additional Offerings form part of bizzi’s Intellectual Property Rights regardless of who delivers them.

(c) Should a fee be charged by bizzi for an Additional Offering, bizzi may choose whether or not to share that fee with any third party who delivers or co-delivers that offering. bizzi will give reasonable notice of its decision prior to delivery.

2.9 bizzi may, upon request by the MC, list on the Platform events being run by the MC which are independent of the Services. Bizzi may charge a fee for this listing service, whether as a set amount or percentage of revenue earned from the event listed. The MC must ensure that the content of both the listing and the event the subject of the listing is in keeping with bizzi’s efforts to help the growth of micro businesses globally.

3. Fees

3.1 For and in consideration of the MC Services provided by the MC to the Clients and the services that bizzi provides to the Clients, the MC and bizzi shall receive a fee (“MC Fee”) which shall be calculated based on the rates determined by the MC and set out in its Profile, according to the type and duration of the Consultation.

3.2 Subject to any variation bizzi may apply from time to time (of which we will give you prior notice), the MC Fee shall be split between bizzi and the MC, with bizzi to receive 20% and the MC to receive 80% (the MC’s portion being “MC Income”).

3.3 Upon fixing an appointment for a Consultation, the Client shall pay the MC Fee into an escrow account administered by a third party appointed by bizzi. The respective proportions of the MC Fee shall be paid out from the escrow account to bizzi as soon as the MC marks a Consultation as completed in the Platform and shall become available in the MC Account (as defined in Clause 3.4 below) fourteen (14) days after the date of the Consultation (but in any case not before it has been marked by the MC as completed in the Platform).

3.4 Where multiple MCs have been responsible for delivery of the MC Services, the MC Fee shall be split evenly between these MCs.

3.5 The MC Income will be held by bizzi to the MC’s credit (“MC Account”) pending a withdrawal request from the MC that is to be made through the Platform. Interest will not accrue on any funds held in the MC Account and withdrawal requests may be made by the MC for all or part of the balance on its MC Account.

3.6 Upon a request received by bizzi from the MC to withdraw funds from their MC Account, bizzi will pay to the MC the withdrawal amount requested by the Withdrawal Method (as defined in Clause 3.7 below) specified by the MC.

3.7 The MC has the following options for receiving payments from their MC Account (each a “Withdrawal Method”):

(a) PayPal – the fee for which will be US$1 (additional fees may be payable depending on your location and currency) (minimum withdrawal US$50); and
(b) US$ Bank Transfer – the fee for which will be US$30 (minimum withdrawal US$100).

3.7 bizzi reserves the right to change the fees associated with the Withdrawal Methods upon giving reasonable notice to MCs.

3.8 In the event of any complaints by the Client against the MC, bizzi shall have the right and sole discretion to refund the MC Fee to the Client. If such a complaint is received within 14 days of the Consultation, bizzi may withhold payment of the MC Fee temporarily or permanently at its sole discretion (depending on the outcome of its investigation of the complaint).

3.9 Any refunds made under these Terms and Conditions, whether in full or in part, may be subject to an administration and/or third-party processing fee, the amount and application of which shall be as determined by bizzi (and the third party, as appropriate) from time to time in its sole discretion.

3.10 bizzi provides, on a goodwill basis and at its own expense, the facility for MCs and their Clients to conduct Consultations via video calls on the Platform (“Video Facility”). Use of the Video Facility is provided subject to its fair and reasonable use by the MC and the Client (“Fair Use”). Should bizzi determine that an MC is not engaging in Fair Use of the Video Facility – such as (but not limited to) using it not in connection with the Consultation – bizzi may charge a fee for the Video Facility (the amount of which will not limited to the cost to bizzi of providing the facility), withdraw the Video Facility, or both.

4. Cancellation

4.1 If the Client or MC cancels the Consultation, subject to Clause 3.9 the Client may obtain a full refund (minus any third-party processing fees).

4.2 The Client or MC may reschedule the Consultation subject to their mutual availability, but if the Client or MC is unable to reschedule the Consultation, the Consultation will be deemed to have been cancelled and Clause 4.1 will apply accordingly.

4.3 Subject to Clause 5.1(f) below, the MC shall have the right to cancel a Consultation at any time, upon which the MC Fee will, subject to Clause 3.9, be refunded to the Client.

4.4 bizzi shall have the right at their sole discretion to cancel a Consultation at any time and refund the MC Fee to the Client.

4.5 Where a Client has purchased a Consultation and the relevant MC(s) has delivered (or started to deliver) that Consultation, absent non-delivery,  gross lack of professionalism or lack of expertise (which bizzi will determine in its sole discretion), the Client will not be entitled to any refund.

4.6 bizzi operates a ‘fair play’ policy in respect of all cancellations, whether by the Client or the MC. Should a Client or MC be viewed by bizzi as not treating others with respect and consideration in relation to rescheduling or cancellations (particularly those on short notice), bizzi may at its sole discretion temporarily or permanently suspend the account of that Client or MC and withdraw all access to the Platform.

5. Undertakings

5.1 The MC hereby undertakes to:

(a) ensure that the information provided on its Profile as listed on the Platform is accurate, updated and not misleading in any way;
(b) be punctual for the Consultations;

(c) ensure that they have sufficient and appropriate knowledge and expertise to be able to deliver the MC Services;
(d) treat the Clients with due professionalism, courtesy and respect;
(e) provide the Clients with clear and complete advice in relation to the MC Services that are required;
(f) provide reasonable notice to the Client of any changes to or cancellation of Consultations.

5.2 In the event that bizzi is of the view that the MC has breached its undertaking in Clause 5.1 above, bizzi may, at its sole discretion, remove the Listing of the MC on the Platform, remove the MC’s access to the Platform and cancel the MC’s pending Consultations.

6. Representations and Warranties

6.1 The MC hereby represents and warrants to bizzi that:

(a) it is the registered owner of a bizzi account;
(b) the credentials and Profile that it provides to bizzi is accurate and not in any way misleading;
(c) it has the authority and capacity to enter into a contractual relationship with bizzi under these Terms and Conditions and it is not subject to any restrictive covenant or other legal obligation which prohibits the MC from accepting the Services;
(d) neither the MC nor any other employee or agent of the MC has any relationship with any third party with whom bizzi has contracted which would cause such person to have a conflict of interest in relation to these Terms and Conditions or in respect of the Services. Should any such conflict of interest arise during the Term of these Terms and Conditions, the MC covenants and agrees to immediately notify bizzi;
(e) if it is not an individual, it is duly organised, incorporated and constituted, is a separate legal entity capable of suing and being sued and has the powers and authority to own its assets (if any) and to conduct the business which it conducts and proposes to conduct;
(f) it has full power and authority to execute and deliver these Terms and Conditions and any other document or instrument attendant hereto or thereto and to perform and observe the provisions of these Terms and Conditions;
(g) if it is not an individual, the execution, delivery and performance by it of these Terms and Conditions and any other document or instrument attendant hereto or thereto have been duly authorised by all necessary corporate action and do not and will not contravene any contractual restriction or agreement binding on or affecting it or any of its property or exceed any power or restriction granted or imposed by its memorandum and articles of association or constitution;
(h) its obligations under these Terms and Conditions are valid, binding and enforceable in accordance with the terms herein; and
(i) if it is not an individual, it has been established and has carried on business in accordance with applicable laws and regulations in the country in which it was established and in any and all countries in which it does business and there is no investigation or enquiry by, or order, decree or judgement of any court or any governmental agency or regulatory body outstanding or anticipated against the MC which may have a material adverse effect upon its business.

7. Indemnity

7.1 The MC hereby undertakes to indemnify, defend and save harmless bizzi and its subsidiaries (if any), their directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal fees and disbursements) or liability of any kind whatsoever resulting from:

(a) the negligent or wilful acts or omissions of the MC or its employees and/or agents, arising in connection with these Terms and Conditions;
(b) any and all breaches by the MC or its employees and/or agents, of any representations, warranties, covenants, terms or conditions of these Terms and Conditions;
(c) any claim that the Profile, Listing, other MC-generated information or content or MC Services infringe the intellectual property rights of any person or entity;

(d) any other information or content entered or uploaded by the MC to the Platform; and

(e) any claim that the MC Services do not meet the expectations, requirements or wishes of the Client.

8. Disclaimers and exclusion of liability

8.1 The MC hereby acknowledges and accepts that:

(a) The MC has the right to accept or decline a request for a Consultation, at its sole discretion.
(b) The Consultation shall be deemed to have taken place as scheduled on the Platform unless otherwise notified by the Client or the MC, but the MC shall not be entitled to withdraw fees earned from the Consultation unless they have been marked as completed in the relevant booking screen on the Platform and there are no outstanding complaints against the MC in respect of the Consultation.
(c) bizzi does not offer any services other than those expressly set out in these Terms and Conditions. For the avoidance of doubt, subject to Clause 3.10, bizzi does not provide any meeting venues for the Consultations.
(d) bizzi shall not be liable for the accuracy of information provided on the Platform or elsewhere in relation to the MC.
(e) bizzi shall not be liable for the quality of advice provided:

(i) by the MC (whether on or off the Platform, involving the Services or not),
(ii) in the Consultation, or
(iii) in discussing or delivering the MC Services.

(f) If there are other expenses, disbursements, reimbursements and applicable taxes thereon in relation to the Consultation that are not covered under the MC Fee, including but not limited to venue booking costs, transport costs and technology costs, these are a matter for separate agreement between the MC and the Client.
(g) The MC Services do not include the provision of any Deliverables.

9. Intellectual Property

9.1 “Intellectual Property Rights” means all intellectual and industrial property rights of bizzi which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. The MC agrees that bizzi shall be the exclusive owner of all Intellectual Property Rights howsoever created or developed by the MC, whether by it alone or jointly or with the contribution or assistance of others arising out of its engagement with bizzi, or its conduct or physical or electronic presence on the Platform.

9.2 The MC further agrees that it has no rights in any such Intellectual Property Rights and hereby assigns to bizzi all rights, title and interest that may accrue to the MC as a result of its engagement with bizzi, unless otherwise agreed. The MC hereby undertakes and agrees to waive all moral rights and droits de suite that the MC either now or in the future may have to the Intellectual Property Rights. Notwithstanding the foregoing, the MC and bizzi may agree in writing that certain identified and designated Intellectual Property Rights will remain with the MC.

10. Confidential, Customer and Personal Data

10.1 The MC acknowledges and agrees that bizzi is the custodian and owner of confidential, customer and proprietary information as well as personal data under Singapore law (hereinafter referred to as “Personal Data”) under the Personal Data Protection Act 2012 (No. 26 of 2012) in Singapore (hereinafter referred to as the “PDPA”); all of which bizzi is required to protect under applicable legislation in force from time to time. Moreover, and without limiting the foregoing, the MC hereby covenants and agrees that it shall comply with all duties and obligations as set out in and which arise from the PDPA, as amended from time to time, and shall make all reasonable efforts to assist bizzi in complying with bizzi’s duties and obligations as set out in and which arise from the PDPA as it may relate to these Terms and Conditions and the Services provided hereunder. The MC hereby consents to the collection, use and disclosure of its personal data by bizzi.

10.2 If for any reason the MC does not comply, suspects that it has not complied, or anticipates that it will be unable to comply, with a provision in these Terms and Conditions in any respect, or becomes aware of potential breach of information, the MC (as the case may be) must immediately (within 24 hours) notify bizzi of the particulars of the non-compliance, suspected non-compliance or anticipated non-compliance, verbally if necessary, and the MC hereby undertakes to continue to disclose all details as confirmed or otherwise available. The MC must also ensure not to delete or destroy any information that may be valuable in determining the cause and scope of the breach, anticipated breach or suspected breach.

10.3 The MC will keep strictly confidential all information and materials imparted or provided by the Client to the MC (“Information”), whether directly or incidentally related to the Services, unless and until:

(a) the Information is available in the public domain;

(b) bizzi or the MC is compelled by statute, regulation or court order to reveal the Information; or

(c) the Client formally waives such confidentiality in writing.

11. Relationship

11.1 The Parties hereto expressly acknowledge and agree that the MC shall render the MC Services to the Clients as an independent third party and that the MC’s employees and/or agents are not employees of bizzi.

11.2 Nothing in these Terms and Conditions shall be construed as creating an employment, partnership, joint venture, nominee or agency relationship between the Parties, or as authorizing either Party to act as agent for the other or to enter into any contracts on behalf of the other Party. As such, the MC is not authorized to bind or commit bizzi, either actually or apparently, in any manner whatsoever, without express prior written authority from bizzi to do so.

12. Reference

12.1 The MC shall not make reference to bizzi in any promotional material, except as a professional reference, without the prior written authorization of bizzi.

13. Severability

13.1 Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

14. Notices

14.1 All notices and communications hereunder to the MC shall be in writing and shall be either (a) delivered personally, (b) forwarded by registered or certified mail to the postal address indicated below or such other address as may hereafter be designated in writing in accordance herewith, or (c) transmitted by e-mail (if such information is provided by the MC).

14.2 All notices and communications hereunder to bizzi shall be in writing and shall be either (a) delivered personally, (b) forwarded by registered or certified mail to the postal address indicated below or such other address as may be specified in writing, or (c) transmitted through the Platform or by e-mail to the e-mail address indicated below:

Bizzi Pte Ltd

60 Paya Lebar Road, #05-08 Paya Lebar Square, Singapore 409051

contact@bizzi.co

14.3 Notices delivered personally or transmitted by e-mail shall be deemed to have been received when delivered. Notices forwarded by certified or registered mail shall be deemed to have been received four (4) days after mailing.

15. Assignment

15.1 The MC shall not assign its rights under these Terms and Conditions without the prior written consent of bizzi, and any attempt to do so shall be a breach of these Terms and Conditions and shall be void.

16. Entire Agreement

16.1 These Terms and Conditions constitute the entire agreement between the Parties and supersede all previous negotiations, understandings and agreements, verbal or written, with respect to any matters referred to in these Terms and Conditions except as specifically set out in these Terms and Conditions.

17. Governing Law

17.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore.

18. Dispute Resolution

18.1 The Parties will try to resolve any dispute or claim arising from or in connection with these Terms and Conditions by appropriate internal means, including referral to each Party’s senior management. If the Parties cannot reach a mutually satisfactory resolution, the dispute shall be referred to and adjudicated by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of a sole arbitrator appointed by the Parties. In the event the Parties are unable to agree upon the sole arbitrator, the arbitrator shall be appointed by the chairman of the SIAC. The language of the arbitration shall be English. The arbitrators may not award non-monetary or equitable relief, punitive damages or any other damages not measured by the prevailing Party’s actual direct damages. This paragraph will not prevent any Party from pursuing equitable remedies to the extent required to protect rights or property or to prevent irreparable harm.



 

CODE OF CONDUCT – MICROCONSULTANTS

 

A supportive environment

To always maintain the highest standards of professionalism, please conduct your sessions in a quiet place. It is not acceptable to take calls from clients while driving or sitting in a noisy café. We prefer that you set aside a dedicated space in your home or in your office to conduct your calls, but we will leave this to your best judgment.

Be respectful

Some businesses will book a session as a ’one-off’ because they may just have a question or two that they need answered, or they want some direction or validation for their current or planned strategy.

Some businesses with more complex issues or bigger plans may need more help. If you feel that your client needs additional support, please manage their expectations as soon as you realize this so that they understand that they will need a few more sessions to work through their issues. (To add that we have just written a blog for clients that will help them manage their own expectations of you).

Feel free to suggest a weekly, fortnightly or monthly call. But please do not pressure clients to do more sessions with you. They may not feel they can afford regular sessions, or they may not feel they have connected with you on a personal level. Please respect their wishes if they do not want to rebook.

Fairness

At bizzi, we go to a lot of effort and cost to promote bizzi MircoConsulting to give every MicroConsultant on our platform the chance to win clients and grow their businesses. We want our MicroConsultants to have as many opportunities as possible.

As a result, we expect that should any client find a MicroConsultant on our platform but try to book them outside of it, the MicroConsultant will ask them to book through the platform.

If a bizzi client books you outside of bizzi MicroConsulting, you will be given a warning. If this happens again, we will have to withdraw your approval as a bizzi MicroConsultant.

Trust, Honesty and Compassion

A number of the businesses you will deal with as a MicroConsultant will be going through some really tough times. While you need to deliver them an honest assessment of their situation and give suitable advice, we expect you to do this with compassion and understanding of their circumstances.

The Spirit of Giving Back

Until now, micro businesses have often missed out. When passing on your knowledge and expertise to bizzi MicroConsulting clients, you need to make sure that this supports their business goals and remains aligned with their vision. If they do not have a vision, help them create one. Never push your own agenda for what you think their business should do.

Collaboration

As part of our effort to provide you with as many opportunities as possible to win business, we have provided the option for bizzi MicroConsultants to present offerings to the bizzi community in collaboration with each other. Please ensure when delivering such collaborative offerings that you coordinate your approach to clients so that they are clear on which bizzi MicroConsultant is delivering what part of the offering, as well as what knowledge you want the client to have once your collaborative offering has been delivered.