Terms and Conditions

1. WHO WE ARE

We are Spruce Designer Network Inc., (Company Registration No.CS200603705, trading as www.spruce.ph (“spruce”).

These Terms and Conditions are the company's copyrighted intellectual property. Any exercise by outsourcing, Terms and Condition extraction, for commercial selling of goods and/or services, is not permitted. Thus, they may be subjected to legal action.

 

2. CLASSIFICATIONS

These Terms and Conditions:

a. "Account" means the Spruce Account that you will need to register on our Platform if you would like to submit an Order;

b. “Apps” means our spruce mobile app on iOS and Android;

c. "Business Day" means a day from 8:00 a.m. to 5:00 p.m. in the Philippines, excluding Saturdays, Sundays, and gazetted public holidays;

d. “Order Confirmation" means our email to you, in which we acknowledge your Order by clause 2.2 below;

e. "Contract" means your Order of a Product or Products under these Terms and Conditions which we accept by clause 2.2 below;

f. "Customer" means any individual who places an Order on the Platform;

g. "Order" means the Order submitted by you to the Platform to purchase a Product from us;

h. "Platform” means collectively Spruce`s Apps and Website, and any other websites or applications which we may own or operate from time to time, each of which shall be described as a “Platform”;

i. "Website" means the Spruce website accessed at the following address at www.spruce.ph;

j. "You" means the guest, visitor, or customer;

k. About "clauses" are to the site of the Terms and Conditions;

l. The Headings are used for easy reference only and shall not affect the total definition of the Terms and Conditions;

m. Words conveying the singular shall count the plural and vice versa. Words telling a gender shall include every sexual orientation, and citation to the person's orientation shall include an individual, company, corporation, firm, or partnership;

n. About "includes" or "including" or words like impression shall mean without limitation.

 

3. ELIGIBILITY

To place an Order with spruce you must be over eighteen (18) years of age. If you are under eighteen (18), you may place an Order with Spruce only with the involvement of a parent or guardian.

 

4. PROHIBITIONS

You must not embezzle or abuse our platform. Any systems automation or data software extraction is strictly prohibited from our platform for any purpose. You shall not encourage an offense or unlawful criminal exercise, transmit or share a virus including but not limited to Trojan horse, logic bomb, worms, or post any malicious material on our platform, technologically harmful, in breach of confidence, or in any way offensive or obscene; hack into; corrupt data; cause annoyance to other users; infringe upon the rights of any other person’s proprietary rights; send any unsolicited advertising or promotional material, or attempt to affect the performance or functionality of any technological facility or accessed throughout the platform. Any breach of this provision would constitute an offense under the Republic Act No. 10175 Cybercrime Prevention Act of 2012. In the event such breach occurs, spruce will report the breach to the relevant law enforcement authorities and appropriate legal action will be taken.

 

5. TOTALITY OF AGREEMENT

5.1 These Terms and Conditions shall apply to your utilization of the Platform and all Orders and Contracts made or to be made by us for the furnish and trading of Products. These Terms and Conditions constitute the entire agreement between you and spruce and supersede all preceding and contemporaneous agreements between us.

5.2 You acknowledge that by breaking into this Contract, neither you nor we have counted on any representation, a pledge, or bond given by the opposite or implied from anything said or written between you and us before such Terms and Conditions, except as expressly stated in the Terms and Conditions.

 

6. SALE TERMS

6.1 Registration

(a) On any location of the order, you must sign up by creating an Account on our platform. You must only give us information that is honest and accurate. You must also keep your data up-to-date by telling us of any changes, by using the editing section of the Platform.

(b) You shall not use or create multiple accounts on our platform.

6.2 Contract Formation

(a) The instructions set out in the Terms and Conditions and the contained details on this platform do not embody an offer for sale but rather as a treat invitation. No arrangement in respect of any of the products shall exist between you and us until we have shipped the Products to your address.

(b) ) To propose an order, you will need to follow the process of our online platform. After this, you will receive an Order Confirmation which will act as an acknowledgment of your Order.

(c) An order is accepted in consideration upon if the items are shipped to the provided delivery address.

(d) A contract will correlate only to those products by which we delivered. If your order consists of more than one product, the items may be delivered to your individual packages at separate times.

6.3 Price and Payment

Whilst we make our best efforts to ensure that all details, descriptions, and prices which appear on this Platform are accurate, there may be instances where errors may take place. If we discover an error in the price of any products which you have ordered, we will inform you directly as fast as possible, and give you the choice of reasserting your order at the correct price or canceling it. If we cannot contact you, we will consider the order as canceled. If you cancel your order before the shipping process, and you have already paid for your order, you will receive a full refund.

(a) Where applicable, prices are inclusive of VAT(Value Added Tax) and are in Philippine Peso. Delivery costs will be charged in addition where applicable; such additional charges are displayed and included in the ‘Final Total’.

(b) We have no further obligation to accomplish your order if the listed price on the Platform is inexact (even after your order has been acknowledged by us).

(c) You can pay through any of our partners for payment listed on our platform or use our cash-on-delivery method during payment. Similarly, you can pay all or part of the price of your order using an e-gift card, wallet credit, or a promotional voucher.

(d) Electronic gift cards known as “E-gift cards” and promotional vouchers must be entered at the check-out page online only. Physical presentation of vouchers to spruce personnel will not be accepted.

(e) To limit the risk of unapproved access, we encrypt your data card. Once we received your order, we will request pre-authorization on your card to ensure there are sufficient funds available to complete the transaction. Order will not be confirmed until this pre-authorization check has been completed. You will be debited into your account once we have sent you the Order Confirmation. Card accounts are subject to validation checks and authorization by the card issuer. If we do not receive the required authorization, we will not be liable for any delay or non-delivery.

(f) Upon payment authorization, clicking the “Order now” button will confirm that the card belongs to you or that you are the authorized holder of the electronic gift card or the promotional voucher, and have sufficient funds or credit facilities to cover the cost of the item.

6.4 Incorrect orders

If you determine that you have made a mistake with your Order after you have submitted it to the Platform, please contact us immediately. We will try our best to process your request.

6.5 Refusal of order

We reserve the right to withdraw any Products from this Platform at any time and/or remove or edit any materials or content on this Platform. We will do the best of our efforts to always process all orders but there may be exceptional circumstances wherein, we may need to refuse to process an order after we have sent you an Order Confirmation, which we reserve the right to do at any time, at our sole discretion.

If we cancel your order process, and you have already made payment for your order, the payment amounts will be fully refunded to you.

We are not liable to you or any third party outsourcing because of our withdrawal of any product from this platform, or for refusing to process or accept an order.

 

7. DELIVERY

7.1 We pursue to deliver the product to you at the place of delivery you requested in your order form and the delivery time is reflected on your order checkout (as updated in the Order Confirmation).

7.2 We will try to notify you if we expect not to be able to meet our estimated delivery date, but, to the extent of the law's permission, we shall not be liable for any losses, liabilities, costs, damages, charges, or expenses to you arising out of late delivery.

7.3 Upon delivery of the Product, you may be required to sign for the delivery. You may contact Spruce Customer Service via chat here You shall be able to provide the documents delivered with the Product, upon request.

7.4 Keep in mind that it might be impossible for us to deliver to some locations in which event, we will inform you using the contact information that you provide to us when you make your order and arrange for cancellation of the Order or delivery to an alternative delivery address.

7.5 We deliver with standard compliance of packaging.

7.6 All risk in the product shall pass to you upon delivery, except that, where delivery is delayed due to a breach of your obligations under a Contract (e.g. see 6.2), changeability shall pass at the time when delivery would have taken place but for your breach. From the time of the date when a probability passes to you, we will not be liable for any loss or destruction of the Product. Any breach of obligations by you, and might impact your ability to shop on Spruce in the future.

7.7 If you are unavailable to take delivery or collection, we may leave instructions for either re-delivery or collect from the carrier.

7.8 If the collection or delivery is delayed through your uncooperative refusal to accept delivery or if you do not (in our first attempt to within one week period of your product delivery) accept delivery or collect the Product from the carrier, we may (without affecting any other right or solution available to us) do either or both of the following:

(a) charge you for any fee and other costs reasonably incurred by us; or

(b) unable to make the product available for delivery or collection and will notify you that we are immediately canceling the relevant contract, in such case we will refund you, credit or debit card company as applicable any money already paid to us under the contract, less our reasonable administration charges (including for attempting to deliver and then returning the Product, and any storage fees as provided for in clause 3.8 (a) above).

You recognized that the products are of the highest quality and not made bespoke to fit any particular requirements that you may have.

7.9 Spruce provides free shipping on all orders above the threshold set out in the shipping fees policy.

7.10 In the event there exists a conflict of total cart size for free shipping entitlement, the value on our Platform shall prevail.

 

8. CANCELLATION BY CUSTOMER (NON-FAULTY PRODUCT)

If you wish to cancel your order, please contact our Customer Service Team via chat here or drop us an email here. No fees of cancellation shall be applicable. Once an order has been packed it may not be canceled and the item must instead be returned to the company according to guidelines provided by the Customer Service Team (Please call the above-stated number or refer to your return slip provided in your parcel receivable).

 

9. REFUND AND RETURN POLICY

9.1 If you are unable to be satisfied with your purchase, you may return the Product to us within seven(7) days of receipt. The Product shall be unused, Product tags shall not be tampered with, and the Product shall be in the original brand packaging (if applicable). This policy applies only to those products which do not fall under the list of non-refundable brands/items provided on our Platform.

9.2 All items must be received by Spruce for a customer to be eligible for a refund or replacement. You hereby confirm that the Product is sent to us in the same condition as it was when received by you and is packaged properly. If an item is returned to us in an unsuitable condition, we reserve the right not to accept returns and send the Product back to you.

9.3 We do not accept any walk-in returns.

9.4 Your returned Products together with your return slip are usually received and accepted at our warehouse within five (3) working days after drop off. Our Quality Check team will take up to two (2) working days to process your return. A refund shall be issued shortly after we receive your items, according to the preferred refund method indicated on your return slip. 

9.5 Your returned Products are usually received and accepted at our warehouse within a set number of days after the return drop-off or pick up. Our handling time of returns will depend on your method of returns and your choice of courier. Please see our Exchange or Return policy for more details. We will refund you via credit wallet which may be used for your next purchase. In the event you desire to be refunded by different means please contact our Customer Service Team via chat here or drop us an email here and we will try our best to assist you. In the event of returns and the net order value after returns and cancellation fall below the threshold set out in our shipping fee policy, you may be charged shipping fees. Please see our Shipping fee waiver policy to check if you still qualify for free delivery.

 

10. PRODUCTS THAT ARE FAULTY

10.1 All Product descriptions, information, and materials posted on this Platform are provided as is and without warranties express, implied, or otherwise however arising.

10.2 Product images on the Platform may slightly differ from the actual product that you receive.

10.3 If the item you receive is faulty, please contact our Customer Service Team and provide your Order number, your name and address, details of the Product and the reason for return, and whether you require a refund or a replacement.

10.4 Upon receipt of the Products, we will examine the products, and we will advise you on the status of the replacement or refund (if any) via email as soon as possible.

10.5 Spruce may at its discretion refuse to process a replacement/exchange order however may offer a refund as a substitute remedy subject to clause 9.

10.6 In the event the Product returned is not faulty, we may at our judgment decide not to refund or return you for the Product, and/or we may require you to pay all shipping costs and servicing costs at our current standard fees and charge this to your credit or debit card, or the payment details that you provided to us when you made your Order, and, to the extent by laws permission, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses as a result.

11. VOUCHERS

11.1 You may use promotional vouchers and electronic gift cards while making payment for Products on the Platform. Particular details for promotional vouchers and e-gift cards are listed below.

11.2 We accept no liability for errors in the email address of the voucher recipient.

11.3 Promotional vouchers must be entered at the check-out page online only. Physical presentation of vouchers to Spruce personnel/Delivery staff will not be accepted.

11.4 In the fraudulent event, an attempt at deception, or in the event of the suspicion of other illegal activities in connection with an e-gift card purchase or redemption of that voucher on the Platform, we are entitled to close your Account and/or require a different means of payment.

11.5 We assume no liability for the loss, theft, or illegibility of gift or promotional vouchers.

11.6 In rare cases, Spruce may at its sole discretion discontinue or cancel any voucher previously issued and will not be responsible for any losses arising therefrom.

11.7 Redemption conditions of promotional vouchers:

From time to time we may distribute promotional vouchers that may be used only on the Platform, which we will send to you either by email or post:

(a) Promotional vouchers are valid for the specified time and date stated on the voucher, it can only be redeemed once, and may not be used in conjunction with other promotional vouchers and discounted items. We may exclude individual brands from voucher promotions under our sales and marketing strategies. The current list of exclusions can be found: here

(b) You may redeem only ONE voucher per promotional campaign. Spruce reserves the right to cancel any subsequent orders made by you using a voucher for the same promotional campaign.

(c) Once you Order a Product less than the value of the promotional voucher, no refund or residual credit will be returned to you.

(d) The credit of a promotional voucher does not ensure interest, nor does it have a cash value.

(e) If the credit is insufficient in such a promotional voucher for the Order you wish to place, you may make up the difference using one of our accepted payment methods.

(f) For cash vouchers stipulated for a specified sum, if you choose to return the product, you will not be refunded the value of the cash voucher. However, if you paid partly with your funds, this portion will be refunded.

(g) For more details on the usage of vouchers please refer to [email protected]

11.8 Conditions for the redemption of e-gift cards:

You may purchase e-gift cards for use on the Platform by you or other Customers. The conditions in clause 11.7 shall apply to e-gift cards. These e-gift cards will be sent by email.

(a) E-gift cards cannot be used to buy further e-gift cards. E-gift cards may only be purchased through debit cards, credit cards, or PayPal.

(b) The credit of an e-gift card does not accrue interest, nor does it have a cash value.

(c) An order for e-gift cards can be canceled by contacting us via chat here or sending us an email here. A voucher is considered to have been redeemed if it is used as payment in placing an Order.

(d) If the credit of e-gift cards is insufficient for the Order you wish to make, you may make up the difference using one of our accepted payment methods.

 

12. PERMISSION TO USE THE WEBSITE

12.1 You may:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(c) print pages from our website for your own personal and non-commercial use, providing that such printing is not systematic or excessive;

(d) stream audio and video files from our website using the media player on our website; and

(e) use our website services by means of a web browser,

subject to the other provisions of these terms and conditions.

12.2 Other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

12.3 You may only use our website for your own personal and business purposes; you must not use our website for any other purposes.

12.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

12.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from our website (including republication on another website);

(b) sell, rent or sub-license material from our website;

(c) show any material from our website in public;

(d) exploit material from our website for a commercial purpose; or

(e) redistribute material from our website.

12.6 You may redistribute our newsletter in print and electronic form to any person.

12.7 We reserve the right to suspend or restrict access to our website, to areas of our website, and/or to functionality upon our website. We may, for example, suspend access to the website during server maintenance or when we update the website. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the website.

 
13. SOCIAL MEDIA PLATFORMS

13.1 Our website includes features that enable users to interact with social media platforms – including Facebook, Instagram, Twitter, YouTube, LinkedIn – directly from our website.

13.2 Using social media features on our website, you may:

(a) share data or content from our website; and

(b) like or upvote content from our website.

13.3 You acknowledge that the use of the social media platforms is subject to the terms and conditions of the relevant platform operator and that the use of any personal data transferred to the platforms is subject to the privacy policy or notice of the relevant platform operator.

13.4 Subject to Section 17.1, we will not be liable to you for any loss or damage arising out of:

(a) your use of any social media platform; and

(b) any act or omission of any social media platform operator.

11.5 When using social media features on our website or browsing pages on our website that incorporate social media features, the social media platforms may collect information about you and your use of our website and those features, including by means of cookies. For more information about these cookies and the use of personal data collected by us and by the platforms, see our privacy and cookies policy.

 
14. MISUSE OF WEBSITE

14.1 You must not:

(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability, accessibility, integrity, or security of the website;

(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) hack or otherwise tamper with our website;

(d) probe, scan or test the vulnerability of our website without our permission;

(e) circumvent any authentication or security systems or processes on or relating to our website;

(f) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(g) impose an unreasonably large load on our website resources (including bandwidth, storage capacity, and processing capacity);

(h) decrypt or decipher any communications sent by or to our website without our permission;

(i) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or in relation to our website without our express written consent;

(j) access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;

(k) use our website except by means of our public interfaces;

(l) violate the directives set out in the robots.txt file for our website;

(m) use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or

(n) do anything that interferes with the normal use of our website.

14.2 You must not use data collected from our website to contact individuals, companies or other persons or entities.

14.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete, and non-misleading.

 
15. OUR RIGHTS TO USE YOUR CONTENT

15.1 In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

15.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute your content in any existing or future media.

15.3 You grant to us the right to sub-license the rights licensed under Section 15.2.

15.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 15.2.

15.5 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law, and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

15.6 You may edit your content to the extent permitted using the editing functionality made available on our website.

15.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

 
16. LIMITED WARRANTIES

16.1 We do not warrant or represent:

(a) the completeness or accuracy of the information published on our website;

(b) that the material on the website is up to date;

(c) that the website will operate without fault; or

(d) that the website or any service on the website will remain available.

16.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

16.3 To the maximum extent permitted by applicable law and subject to Section 17.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

 

17. LIMITATIONS AND EXCLUSIONS OF LIABILITY

17.1 Nothing in these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

17.2 The limitations and exclusions of liability set out in this Section 17 and elsewhere in these terms and conditions:

(a) are subject to Section 17.1; and

(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

17.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

17.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

17.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

17.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.

17.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage, such as, but not limited to fraudulent transactions as a result of hacking, phishing scams, identity theft, internet fraud, or use of your stolen credit or debit card.

17.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

 

18. BREACHES OF THESE TERMS AND CONDITIONS

18.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our website;

(c) permanently prohibit you from accessing our website;

(d) block computers using your IP address from accessing our website;

(e) contact any or all of your internet service providers and request that they block your access to our website;

(f) commence legal action against you, whether for breach of contract or otherwise; and/or

(g) suspend or delete your account on our website.

18.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

 

19. VARIATION

19.1 We may revise these terms and conditions from time to time.

19.2 The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

19.3 If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

 

20. ASSIGNMENT

20.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

20.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.


21. SEVERABILITY

21.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

 

22. THIRD PARTY RIGHTS

22.1 A contract under these terms and conditions is for our benefit and your benefit and is not intended to benefit or be enforceable by any third party.

22.2 The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

 

23. INDEMNITY

You agree to indemnify, defend, hold harmless Spruce, its directors, officers, employees, consultants, agents, and affiliates, from all third party claims, liability, damages, and/or costs (including but not limited to, legal fees) arising from your use of this Platform or your breach of the Terms and Conditions.

 

24. GUARANTEE AND COMPLAINTS MANAGEMENT

24.1 Spruce shall perform its obligations under these Terms and Conditions with reasonable skills and care.

24.2 We place great value on our customer satisfaction. You may contact us at any time at [email protected]. We will attempt to address your concerns as soon as possible and will contact you on receipt of any relevant inquiry or complaint. In guarantee cases, the manufacturer or supplier must generally be involved, and as such, it may take longer to resolve such an inquiry or complaint.

24.3 In the event of a complaint it will help us if you can describe the object of your complaint as accurately as possible and, where applicable, send us copies of the Order or at least the Order number that was assigned to you in the Order Confirmation. In rare cases, your emails may be caught up in our spam filters or not reach us, or correspondence that we send to you may otherwise not have reached you. If you did not receive any response from us within five (5) Business Days, please make further inquiries.

 

25. PERSONAL DATA PROTECTION

Please see our Privacy Policy, which forms a part of these Terms and Conditions.

 

26. CIRCUMSTANCES BEYOND OUR CONTROL

26.1 We shall not be liable to you for any breach, hindrance, or delay in the performance of a Contract attributable to any cause beyond our reasonable control, including without limitation:

(a) Strikes, lock-outs, or other industrial action

(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not), or threat or preparation for war.

(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disasters.

(d) Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.

(e) Impossibility of the use of public or private telecommunications networks

(f) The acts, decrees, legislation, regulations, or restrictions of any government, shipping, postal, or other relevant transport strikes, failure, or accidents.

26.2 In the circumstance that an unforeseeable event lasts for more than one week, either you or we may terminate the Contract forthwith by written notice and without any liability other than a refund of a Product already paid for by you and not delivered.

26.3 If we have contracted to provide identical or similar Products to more than one Customer and are prevented from fully meeting our obligations to you because of a Force Majeure event, we may decide at our absolute discretion which Contracts we will perform and to what extent.

26.4 We reserve absolute discretion on the solution we adopt in fully meeting our obligations under the Contract despite the unforeseeable Event.

 

27. NOTICES

Any notice under a Contract shall be given in writing through either letter or email to the relevant party at the address or email address last known to the other.

(a) Notices given by post shall be deemed to have been served within two (2) Business Days of being posted to the recipient’s address within the Philippines.

(b) Any notice given by email shall be deemed to have been served within two (2) Business Days of the email being sent.

In proving such service it shall be sufficient to prove that the letter or email was properly addressed and, as the case may be, posted as a prepaid or recorded delivery letter or dispatched or a delivery report received.

 

28. INTELLECTUAL PROPERTY RIGHTS

28.1 All content included in or made available through our Platforms, such as text, graphics, logos, button icons, images, audio clips, digital downloads, campaign titles, and data compilations is the property of Spruce or its content suppliers and is protected by copyright laws and treaties around the world. All such rights are reserved by Spruce and its licensors. You may store, print, and display the content supplied solely for your personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Platform nor may you use any such content in connection with any business or commercial enterprise.

28.2 In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Platform are trademarks of Spruce in the Philippines. Spruce's trademarks may not be used in connection with any product or service that is not provided by Spruce, in any manner that is likely to confuse customers, or in any manner that disparages or discredits Spruce. All other trademarks not owned by Spruce that appear on the Platform are the property of their respective owners.

28.3 Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

28.4 You must not use any part of the content on our site for commercial purposes without obtaining a license to do so from us or our licensors. In the event Spruce becomes aware of any infringement of its intellectual property rights, it shall not refrain from taking any relevant legal action.

28.5 If you print, copy or download any part of our Platform in breach of these Terms and Conditions, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying documentation supplied by Spruce or its licensors.

 

29. LINKS ON THE SITE

We shall use our reasonable endeavors to comply with any relevant regulations relating to the Site published by the Advertising Standards Authority of the Philippines.

29.1 You may link to our home page, provided you do so in a way that is legal and is not likely to damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

29.2 You must not establish a link from any Platform that is not owned by you.

29.3 This Platform must not be framed on any other Platform, nor may you create a link to any part of this Platform other than the home page. We reserve the right to withdraw linking permission without notice.

 

30. WAIVER

No failure or delay by us or you in exercising any right under these Terms and Conditions or a Contract shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish our or your rights under these Terms and Conditions or a Contract.

 

32. RELATIONSHIP

Nothing in these Terms and Conditions or a Contract shall create or be deemed to create a partnership, an agency, or a relationship of employer and employee between you and us.

 

33. GOVERNING LAW

These Terms and Conditions and a Contract (and all non-Contractual obligations arising out of or connected to them) shall be governed and construed under Philippine Law. Both we and you hereby agree to submit to the non-exclusive jurisdiction of the Philippine Courts. All dealings, correspondence, and contacts between us shall be made or conducted in the English language.

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