This Online Agreement is between Sure Seal, a Division of Qartas Corporation and our Company, herein referred to as the "Company"
Sure Seal is a Trustmark Seal Certification system for Philippine-based websites to ensure a safe and responsible environment for the conduct of online trade and business transactions.
Our Company is qualified for the Sure Seal and seeks a license to use the Sure Seal and accordingly agrees to the following terms and conditions:
Sure Seal means the trademark owned by the Qartas Corporation and as it may be modified from time to time.
Certification Standards means the current Sure Seal Standards for Verified Online Business and as they may be modified from time to time.
II. Subject matter of SURE SEAL Online membership
The grant of license to use the SURE SEAL brands, the verification of the website, and the provision of the SURE SEAL online system by SURE SEAL subject to the terms and conditions, which from time to time, may be updated by SURE SEAL without prior notice but of which the company shall be notified thereafter through email. All such terms and conditions as may hereinafter be provided are hereby incorporated by reference to this Terms and Conditions.
Utilization of the SURE SEAL brands
1. Scope of the usufructuary rights
SURE SEAL shall, subject to the terms and conditions which are stipulated below, grant the member/website the non-exclusive and non-transferable right to utilize, without any modifications to the form, size, design and depiction of the same, the "SURE SEAL" brands and "SURE SEAL Trustmark" (logo) provided by SURE SEAL in conjunction with the furnished SURE SEAL texts for the term of the Agreement on the first page of its SURE SEAL-verified website. In addition, the member/website may refer to such brands in brochures with prior approval by SURE SEAL. No other usufructuary rights shall be obtained.
2. Utilization duration
These usufructuary rights shall, following a successful initial verification of the website by SURE SEAL, be granted for a period of twelve months with effect from issuance of SURE SEAL Certificate. At the end of this twelve-month period SURE SEAL shall re-verify the website following the same verification process for application (regular verification) and, if qualified, is renewable for an additional twelve-month period. No legal entitlement to a further usufructuary right shall be obtained on the part of the website.
Utilization of the brands shall not be permissible until after the completion of an initial verification by SURE SEAL. Such initial verification shall, predicated upon the Certification Requirements, be conducted on the basis of a verification record.
4. Monitoring rights (Extra-ordinary verification)
SURE SEAL shall, at such irregular intervals as it deems fit, be entitled to monitor, either by itself or through commissioned third parties, whether or not the prerequisites stipulated in Section II, Paragraph 5 are fulfilled. The member/website shall undertake to provide details without delay and, at its expense, render accessible and furnish in suitable form all the information which is relevant for this purpose. It shall, following consultation, additionally undertake to enable SURE SEAL to conduct the corresponding random checks by means of the verification of documents or technical processes. Further, the Company shall ensure to inform SURE SEAL of any change to its registered name, address, or any other circumstance which would otherwise affect the issuance of Certification by SURE SEAL. Failure of which, SURE SEAL shall not be liable for any damage/prejudice such negligence or omission may cause.
5. Terms and conditions of utilization
The usufructuary rights shall only be enjoyed or exercised as long as the website: a.) fulfills the provisions stipulated in the wording of the Certification Requirements in force at any given time; and b.) offers to its customers/visitors the SURE SEAL Trustmark in accordance with these terms and conditions. The usufructuary right shall be forfeited as soon and for as long as the website fails to fulfill one or several of the above-stated prerequisites. SURE SEAL shall be entitled to revise the Certification Requirements in line with the statutory provisions which are in force at any given time, in which connection, in each case, the consumer-friendliest interpretation of such provisions shall prevail. In this case, the member/website shall, in suitable form (e.g. via e-mail stating the URL of the publication or file containing the new text) be apprised of the new wording and shall undertake to implement the changes after a reasonable period of time stipulated by SURE SEAL, though by no later than the next regular verification.
If, despite the fact that the prerequisites stipulated in Section II, Paragraph 5 are not fulfilled, the website continues to utilize one or several SURE SEAL brands, SURE SEAL may request the website to ensure that the prerequisites stipulated in Section II, Paragraph 5 are fulfilled within a reasonable period of time or remove the said brands and all references to SURE SEAL from their website which shall serve as a warning. In the event that the website would, despite having received a warning, continue to utilize the seal without fulfilling the prerequisites stipulated in Section II, Paragraph 5, SURE SEAL may cancel the Agreement without notice and, in the case of negligent conduct, request from the website the payment of a contractual penalty to the amount of Php 500,000.00, without prejudice to any additional claims on the part of SURE SEAL may have against the Company stemming from the unauthorized utilization of the seal.
III. Provision of the SURE SEAL online system
During the authorized utilization of the SURE SEAL brands, SURE SEAL shall furnish the website with an online system for its customers which encompasses the following functions:
1. Validation of the validity of the seal:
By means of a mouse click on the SURE SEAL Trustmark seal, the website’s customers/visitors receive information on the website (e.g. company name, company address, legal form, etc.) and on the validity of the seal.
IV. Membership fee
The fees for membership are clearly specified on our website (www.SureSeal.ph). The membership fee is paid for the annual verifications at the beginning of each contract year and for the services provided by SURE SEAL during a contract year. Membership fee is subject to a price increase at any time during the year. Membership fees must be paid in advance before the annual verification.
V. Notification and cooperation obligations on the part of the website
The following notification and cooperation obligations are agreed as major contractual obligations:
1. Breach of utilization conditions
The website shall undertake to notify SURE SEAL forthwith as soon as they no longer wish to or no longer fulfill the prerequisites stipulated in Section II, Paragraph 5.
2. Web site restructuring
The website shall additionally undertake to notify SURE SEAL forthwith in the event that they should restructure its Website (e.g. translation into other languages, a revision of its General Terms and Conditions of Business, etc.) or utilize the seal on additional Web sites which, in a legally relevant fashion, differ from the original Web site at the point in time at which it was most recently inspected by SURE SEAL. Invoices shall be issued for the costs of any additionally necessary verification in accordance with the actual time and effort which they involve.
3. Establishment of the technical prerequisites
It shall be incumbent upon the website to establish the technical prerequisites which are necessary for the purposes of utilizing the online system provided by SURE SEAL and modifying its business practices in line with the Certification Requirements stipulated by SURE SEAL within three months from the commencement of the Agreement.
4. Handling of complaints or disputes
The website shall appoint a contact person who is responsible for the handling of complaints or claims and shall respond to all requests by SURE SEAL or a customer within five working days in writing or via e-mail during the term of the Agreement. The response must be appropriate to allow the further handling of complaints.
SURE SEAL may access, preserve, and disclose Application/Registration information if required to do so by law as compliance with legal process. Otherwise, any dispute should be referred or passed on by SURE SEAL to the right agency or proper governmental body having jurisdiction over the claim or complaint (e.g. BSP, DTI, SEC, etc.).
5. Choice of Law and Forum
This Agreement shall be governed by the laws of the Republic of the Philippines and any and all disputes should be filed before the proper courts of Pasig City, Philippines, only and to the exclusion of other courts, it being the place where SURE SEAL's principal place of business is located.
It should be noted that SURE SEAL shall exclusively scrutinize the observance of the usufructuary rights prerequisites stipulated in Section II, Paragraph 5. SURE SEAL cannot and may not conduct a comprehensive legal verification. Therefore, a positive verification outcome shall not constitute a statement to the effect that the website accords with all the relevant provisions, particularly regulations directed against unfair competition or improper contract clauses, or is technically flawless. Within the framework of the statutory regulations, SURE SEAL is not liable for willful intent and/or negligence.
In case the website is not the contracting party to the delivery or service agreement with the customer but acts as an agent, the website shall ensure that the contracting party to the delivery or service agreement (provider) will fulfill the prerequisites stipulated in Section II and Section V. In the event that the provider fails to fulfill those prerequisites, SURE SEAL may request from the website the payment of a contractual penalty stipulated in Section II, Paragraph 6. The agent shall inform SURE SEAL about the provider’s complete supplier identification and contact person in a proper way.
VIII. Contract renewal
The SURE SEAL Online Agreement shall, by a year in each case, be renewed in the event that it should not be cancelled one month before the expiry of each twelve-month period. This shall have no bearing upon Section II, Paragraph 2 and the right to terminate the contractual relationship in exceptional cases for cause. Without prejudice to other rights it may have, SURE SEAL shall have the right at any time to terminate the Agreement forthwith in the event that the website is unable to meet the obligations stipulated in Section V, or is in delay with the payment. In such a case, the website shall pay the outstanding installments for the full contract year by the end of the month in which the termination of the membership takes effect.
IX. Concluding provisions and damages
The Company hereby binds itself with the Terms and Conditions set forth herein, manifesting such conformity by signing each and every page hereof. No declarations pertaining to this Online Agreement shall be valid unless they are received in writing. This written form requirement shall be fulfilled if such declarations are received via registered mail, enclosing the pertinent documents required, a list of which mailed to the Company.
SURE SEAL may deliver information to you via email or via conventional mail on a regular basis if we assess this is information you need to know or should have knowledge about. SURE SEAL cannot be held liable in damages as a result of acts of omissions, etc. in connection with SURE SEAL’s evaluation according to this code of practice as to whether a website should be given permission to display the trustmark or whether such permission should be withdrawn. SURE SEAL cannot be held liable in damages as a result of the website/member’s acts. Philippine law shall apply to all disputes arising out of this Online Agreement. The place of jurisdiction for both contracting parties shall be Pasig City, Metro Manila, Philippines.
X. Waiver and Severability of Terms
The failure of SURE SEAL to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect.
SURE SEAL reserves the right not to entertain and refuse application and/or verification to any applicant, in its sole discretion.