BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE FOLLOWING RIGHTS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT (THE “AGREEMENT”) TO PROVIDE FREELANCE CASUAL LABOUR SERVICES THROUGH THE YYCIRCLE APPLICATION OR ANY WEBSITE OWNED OR OPERATED BY COMPANY (THE “PLATFORMS”). YOU ARE NOT AUTHORIZED TO ACCEPT ANY JOBS ON THE PLATFORMS UNTIL YOU ACCEPT THE TERMS OF THIS AGREEMENT.

1.TERMS OF ARRANGEMENT

1.1 You acknowledge and agree that you will be an independent contractor acting on a freelance basis and nothing in this Agreement shall render you an employee, worker, agent or partner of Hong Ye Group Pte. Ltd. or YY CIRCLE (SG) PTE. LTD. (the “Company”) and you shall not hold yourself out as such.

1.2 Your freelance arrangement with the Company shall commence from the date of the acceptance of this Agreement unless and until this Agreement is terminated by either party giving to the other not less than 48 hours prior written notice of its intention to terminate this Agreement. Such written notice to the Company shall be by way of electronic mail to [support@yycircle.com] and such written notice to you shall be by way of electronic mail to the e-mail address provided to the Company during the registration of your account on the Platforms.

1.3 During the course of this arrangement with the Company (the “Arrangement”), the Company may from time to time inform you of opportunities through the Platforms operated by the Company or its affiliates for you to elect to perform certain Services (as defined in clause 2.1 below) for various business partners and clients of the Company (each, a “Principal”).

1.4 If you are desirous of performing such Services, you shall indicate your interest on the Platforms, and such indication of interest shall be deemed to be an offer by you to perform such Services.

1.5 Should your offer to perform such Services be accepted, you shall be notified accordingly through the Platforms. Both the Company and the relevant Principal shall have the sole and absolute discretion to reject your offer for any reason.

1.6 For avoidance of doubt, you shall not be deemed to have been engaged to perform a particular Service if you do not receive confirmation of the same pursuant to clause 1.5 above.

1.7 For performing the Services you will be remunerated in accordance with clause 3 below.

1.8 In addition to the above, you also acknowledge that during the course of the Arrangement, the Company may from time to time inform you of employment opportunities through the Platforms operated by the Company or its affiliates with various Principals (“Employment Opportunities”).

2. USER POLICY

2.1 We want to foster an environment of mutual respect for all users, which means you must follow these basic rules of conduct: Comply with applicable laws, Respect the rights of others, including privacy and intellectual property rights. Not to harass or harm others or yourself (or threaten or encourage such harassment or harm), for example by misleading, fraudulent, illegally impersonating, defaming, bullying, harassing or stalking others for such purposes. Do not abuse, damage, interfere with, or disrupt our Services—for example, fraudulently or deceptively access or use our Services, introduce malware, spam, hack, or bypass our systems or protections.

2.2 Some of our Services allow you to upload, submit, store, send, receive or share your Content. You are under no obligation to provide any content for our services and are free to choose what content you wish to provide. If you choose to upload or share content, please ensure that you have the rights to do so and that the content uploaded or shared is legal.

Illegal content includes, but is not limited to

(a) Pornography, violence, etc.

(b) Scams, slander, bullying, etc.

2.3 You agree YY Circle toHost, copy, distribute, broadcast and use your content, for example by storing your content on our systems so you can access it anytime, anywhere: publish, publicly perform or publicly display your content modify and create derivative works based on your content, such as reformatting or translating it. Sublicense these rights to: other users so that the Service works as intended (for example, to allow you to share photos with users of your choice)

2.4 This agreement is only for:

(a) Detect for spam, malware and illegal content

(b) (Our systems perform this analysis when you send, receive and store content.)

(c) Use your publicly shared content to promote the Services

2.5 Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content.

2.6 We reserve the right to remove Content that violates the User Agreement, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment. If you believe that your Content has been copied in a way that constitutes copyright infringement, please report this by visiting our Help Center

3. DUTIES

3.1 There may be opportunities to offer to perform services (“Services”) for the Principals, as may be updated from time to time on the Platforms. The following is a non-exhaustive list of Services that may be requested:

(a) F&B services - servers, waitstaff, greeters;

(b) Retail services – sales staff, promotional and roadshow staff, inventory and warehousing; and

(c) Other services – delivery, driving, telemarketing.

3.2 You, as an independent contractor, shall devote your best efforts, attention and skill to the diligent, faithful, efficient and competent performance of your duties and responsibilities customary to the Services you have elected to perform, in a safe and professional manner.

3.3 Notwithstanding that you are not employed by the Company, as the Company is involved in facilitating your engagement to perform Services for the Principals, you shall conduct yourself in a safe and professional manner and refrain from any activity or conduct that is prejudicial to the reputation of the Company or its affiliates, or make any statement which is untrue or misleading, or which disparages or is derogatory of the Company, or any of the Company’s affiliates; or any of their respective directors, shareholders, principals, consultants, agents, partners or employees.

3.4 You shall with respect to the provision of any Services to any Principals, input such details as are required by the Company and/or Principals which shall include but not be limited to time spent performing and/or in attending to such Services for a Principal, on the Company’s digital records systems as may be informed to you from time to time.

3.5 You shall adhere at all times to the rules and guidelines of each Principal while carrying out any Service for such Principal.

3.6 If you are unable to provide the Services in whole or in part at the agreed date, time and venue, you shall notify and the Company of such inability through the Platforms as soon as reasonably practicable, and in any event no later than 48 hours prior to the date that your Services, or the remainder of your Services are required. Failure to notify the Company in accordance with this clause will result in the Company being entitled to levy a sum of S$ 25 on you, which the Company may at its sole discretion set off against any monies that may be due and owing to you (which includes any accrued sums from partial performance of a Service). In the event that the Company levies a sum of S$ 25 on you, you agree that the said sum is a reasonable estimate of the actual loss that the Company would suffer in having to make alternative provisions for the provision of Services, or the remainder of the Services on short notice. For the avoidance of doubt, the Company will not levy such sums on you if you are able to furnish within a reasonable time sufficient documentary evidence that you were unable to provide the Services due to illness or injury

3.7 Without prejudice to clauses 2.3 and 2.5 above, if in the event that you are found by either the Company or the Principal to be unsuitable to perform the Services in whole or in part for reasons including but not limited to having reported late at the agreed time, date and venue, improperly groomed or dressed at the agreed date, time and venue, or if you do not perform the Services in a safe or professional manner, the Company and the Principal shall have the sole and absolute discretion to cease the provision of your Services in whole or in part, and the Company is entitled to levy a sum of S$ 25 on you, which the Company may at its sole discretion set off against any monies that may be due and owing to you (which includes any accrued sums from partial performance of a Service). In the event, that the Company levies a sum of S$ 25 on you, you agree that the said sum is a reasonable estimate of the actual loss that the Company would suffer in having to make alternative provisions for the provision of Services, or the remainder of the Services on short notice. Notwithstanding this clause 2.7, the Company reserves its rights to take any legal action it deems fit against you for any breach of this Agreement.

3.8 If you are unable to provide the Services in whole or in part at the agreed date, time and venue for any reason whatsoever, you may inform the Company and with the Company’s prior approval, appoint a suitably qualified substitute to perform the Services in whole or in part on your behalf, provided that the substitute shall be an existing user of the Platforms and has entered into a contract substantially in the same form as this Agreement with the Company. In the event that a substitute is appointed and such substitute confirms his appointment, the Company shall remove your registration for the relevant Service and register the substitute for the relevant Service (or remainder thereof), and you shall not be entitled to payment for the portion of the Services performed by the substitute.

3.9 Any appointment of a substitute will have to be agreed with the Company no later than 48 hours prior to the date that your Services are required. If a substitute performs the Services without the agreement of the Company, the Company shall have the right to deem the Services not performed and neither you nor the substitute shall be entitled to payment for the portion of the Services performed by the substitute.

3.10 You have no authority (and shall not hold yourself out as having authority) to bind the Company.

4. TERMS OF PAYMENT OF FEES

4.1 The Company will pay you in accordance with the payment terms for the Services you have been engaged to perform pursuant to clause 1.5. In computing the monies owed to you for your Services, you hereby agree that shall not be entitled to remuneration for your meal breaks unless this is otherwise provided for as part of the payment terms of the relevant Services.

4.2 Payment for your performance of a Service shall be credited to the Cash Wallet (as defined in the Terms of Use of the YYCircle mobile application) on your registered account on the Platforms upon verification of the successful completion of such Service. You may select from available methods on the Platform the manner in which such sums in your Cash Wallet can be withdrawn, including but not limited to direct bank transfers via GIRO and/or collecting a cash payment from the Company’s offices.

4.3 If necessary to calculate payment due to you for your performance of Services, the Principal and the Company shall have the final say when determining the hours of work performed by you in the performance of Services. Notwithstanding the foregoing, you are responsible for keeping appropriate personal records (including where applicable time sheets) in accordance with clause 2.4 above for the purposes of resolving disputes or assisting the Company in the calculation of payment due to you. Please note that in the event you have not kept such records or are unable to provide (as required) such records to the Company, the Company may be unable to resolve any disputes with the Principals in relation to the payments due to you and payments due to you will be affected accordingly.

4.4 The Company shall be entitled to deduct from any monies payable to you any monies that you may owe the Company at any time including but not limited to any fines that are payable to the Company.

4.5 For avoidance of doubt, as you are an independent contractor of the Company, you are not entitled to, and the Company does not provide, employee’s Central Provident Fund payments or workmen’s compensation insurance coverage (or other forms of insurance) tor you.

5. TRAINING AND SAFETY

5.1 During the Arrangement, the Company may at any time, and from time to time, at our sole and absolute discretion, require you to attend any training sessions which the Company deems necessary to equip you with the relevant skills to provide the Services in a safe and professional manner, or as may be required by any applicable laws.

5.2 Notwithstanding the generality of the foregoing, you may reasonably request to attend any training sessions which you deem necessary to equip you with the relevant skills to provide the Services.

5.3 The Company may from time to time obtain feedback from Principals to ensure that you have the relevant skills to provide the Services in a safe and professional manner and have taken adequate safety and health measures in respect of any machinery, equipment, plant, article or process used, or to be used, by you in the provision of the Services.

5.4 Notwithstanding anything else in this Agreement, the Company and the Principal shall have the sole and absolute discretion to cease the provision of your Services in whole or in part, and/or require you to attend further training, if either of the Company or the Principal deem that you do not have the relevant skills to provide the Services in a safe and professional manner.

6. OTHER ACTIVITIES

6.1 You may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place you in a conflict of interest with the Company.

6.2 At all times during the term of the Arrangement with the Company and thereafter, you shall not, in any communications (a) with the press or through any other media (including the internet and/or any form of social media), (b) with any employee of the Company or its affiliates, or (c) with any other person, make any statement which disparages or is derogatory or is untrue or misleading of the Company or the Principals for which you have performed services for, their affiliates, and/or any of their respective directors, shareholders, principals, consultants, agents, partners or employees.

7. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY

7.1 You shall not use or disclose to any person either during or at any time after the arrangement any confidential information about the business or affairs of the Company or any of it's business contacts, or about any other confidential matters which may come to your knowledge in the course of providing the Services. For the purposes of this clause 7, confidential information means any information or matter which is not in the public domain and which relates to the affairs of the Company or any of the Company’s business contacts.

7.2 The restriction in clause 7.1 does not apply to:

(a) any use or disclosure authorised by the Company or as required by law; or

(b) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

7.3 All documents, manuals, hardware and software provided for your use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company's computer systems or other electronic equipment, remain the property of the Company.

8. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

8.1 You hereby represent, warrant and undertake to the Company as follows:

(a) you have the capacity to enter into and perform and comply with your obligations under this Agreement and your obligations under this Agreement constitute valid obligations, legally binding on you and enforceable in accordance with its terms;

(b) you have obtained all necessary licences, approvals and consents under applicable law for the execution and delivery of this Agreement by you and the performance of all the obligations under or contemplated by this Agreement have been duly obtained or granted and are in full force and effect;

(c) you have the necessary expertise, experience and training to perform the Services, or will undergo sufficient training (by the Company or otherwise) such that you will have the necessary expertise, experience and training to provide the Services by the time you are to perform a Service; and

(d) you will take adequate safety and health measures in respect of any machinery, equipment, plant, article or process used, or to be used, by you in the performance of the Services by the time you are to perform a Service.

9. DATA PROTECTION

9.1 You consent to the Company holding and processing your personal data in accordance with the Personal Data Protection Act 2012 read with the Company’s privacy policy.

9.2 You consent to the Company making such information available to those who provide products or services to the Company (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Company or any part of its business.

10. LIABILITY

10.1 You shall have personal liability for and shall indemnify the Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you of the terms of this agreement, including any negligent or reckless act, omission or default in the provision of the Services.

11. TERMINATION

11.1 The Company may at any time terminate the Arrangement with immediate effect with no liability to make any further payment to you (other than in respect of any accrued fees or expenses at the date of termination) if:

(a) you are in breach of any of your obligations under this agreement, including your obligations under clauses 2.2 to 2.4; or

(b) you fail to comply with any lawful and reasonable order or direction given by an authorised officer of the Company;

(c) are guilty of serious misconduct which, in the Company’s reasonable opinion, has damaged or may damage the business or affairs of the Company or the Principals, including but not limited to committing violence or theft whether during the performance of your Services or otherwise; or

(d) other than as a result of illness or injury, or when you give reasonable notice, you wilfully neglect to provide or fail to remedy any default in providing the Services.

11.2 Any delay by the Company in exercising its rights to terminate the Arrangement shall not constitute a waiver of those rights.

11.3 In the event that you are offered and have accepted an Employment Opportunity with a Principal, this Arrangement shall be automatically terminated as of the effective date of your employment/engagement with the Principal with respect to an Employment Opportunity.

12. OBLIGATIONS ON TERMINATION

12.1 Any Company property in your possession and any original or copy documents obtained by you in the course of providing the Services shall be returned to the Company at any time on request and in any event on or before the termination of this Agreement. You also undertake to irretrievably delete any information relating to the business of the Company stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in your possession or under your control outside the premises of the Company.

12.2 The termination of the Agreement shall be without prejudice to the accrued rights of the Company and any provision hereof which relates to or governs the acts of the parties hereto subsequent to such termination hereof, including but not limited to any confidentiality, liability and/or indemnification obligations contained in this Agreement, which shall remain in full force and effect and shall be enforceable notwithstanding such termination.

13. INDEMNIFICATION

13.1 You shall be fully responsible for and indemnify the Company against any loss, liability, assessment or claim for:

(a) taxation whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law;

(b) any losses, damages, charges, costs, and expenses of whatever nature which the Company may at any time and from time to time sustain, incur or suffer as a result of a breach by you of your obligations under this Agreement, including a breach of clauses 2.2 to 2.4; and

(c) any employment-related claim or any claim based on worker/employee status (including reasonable costs and expenses) brought by you against the Company arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Company.

The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

14. SEVERABILITY

In the event that any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions of this Agreement shall not in any way be affected or impaired.

15. VARIATION

No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of both you and the Company. The expression “variation” shall include any amendment, supplement, deletion or replacement however effected. Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of you and the Company under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

16. REASONABLENESS

You confirm that you have received independent legal advice relating to all the matters provided for in this Agreement and agree that (i) there shall be no presumption that any ambiguity in this Agreement should be construed in favour of or against you solely as a result of your actual or alleged role in the drafting of this Agreement, and (ii) the provisions of this Agreement and all documents entered into pursuant to this Agreement are fair and reasonable.

17. ENTIRE AGREEMENT

This Agreement, and the documents referred to in it, shall constitute the entire agreement and understanding between you and the Company relating to the subject matter of this Agreement and no party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party which is not set out or referred to in this Agreement. Nothing in this clause 16 shall however operate to limit or exclude liability for fraud.

18. ASSIGNMENT

This Agreement shall be binding upon and enure for the benefit of the successors and estates of the parties. No party shall (nor shall it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare or dispose of any right or interest in it without the prior written consent of the other party.

19. GOVERNING LAW & JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Singapore with the courts of the Republic of Singapore having sole and exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).