The following Terms of Service (“Terms”) constitute a legal agreement and shall apply to all business relations between you, the user of the SpruceBuddy Platform via the SpruceBuddy iOS and Android mobile application (“Platform”), and SpruceBuddy governing the use of our services (“Services”).
1. ABOUT US
1.1. We are E.T.Trading of 91 Noordrand Rd, Kempton Park, Gauteng, South Africa (“SpruceBuddy”, “we”, “us”, or “our”).
1.2. To contact us, please email support@sprucebuddy.com with “TOS” in the subject line.
1.3. These Terms were last updated on Thursday, 31st of October 2024, and are the current and valid version.
1.4. SpruceBuddy logo as well as related marks, emblems, and images are copyright of E.T.Trading. All rights reserved © 2024 E.T.Trading.
2. GENERAL TERMS
2.1. “User(s)” within the meaning of these Terms are both Service Users (users and business) (hereinafter “Service User(s)”) and professional service providers (hereinafter “Service Provider(s)”).
2.2. Service Users within the meaning of these Terms are natural persons with whom Service Providers enter into business relations without them acting in the exercise of or for the purpose of a commercial or independent professional activity.
2.3. Service Providers within the meaning of these Terms are natural or legal persons or persons and companies with legal capacity with whom Service Users enter into business relations and who are acting in the exercise of their commercial or self-employed professional activity.
2.4. Supplemental Terms of Service or documents that may be posted on the platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.
2.5. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Platform after the date such revised Terms and Conditions are posted.
2.6. The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
2.7. You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Platform, and you must discontinue use immediately.
3. YOUR RELATIONSHIP WITH SPRUCEBUDDY
3.1. SpruceBuddy is an online service provider service aggregator platform. As such SpruceBuddy:
3.1.1. does not offer the Service Provider's Services advertised and merely provides the technical and organisational infrastructure to ensure the proper conduct of transactions on the Platform. It is each Service Provider's own responsibility to ensure that their offers are lawful and do not infringe the rights of third parties. We assume no liability of any kind for Service Provider's Services offered and have no influence on the offers made by Service Providers.
3.1.2. does not itself become a contracting party to the contracts concluded between the Users.
3.1.3. is not a mediator or arbitrator and only offers limited dispute resolution services if service is not as described or a Service Provider is not responding whether through electronic means or customer support. Any such decision made shall be binding on both parties.
3.1.4. is entitled to check the personal details of the Service Providers by means of suitable official documents in order to confirm the correctness of the data entered.
3.1.5. cannot guarantee the accuracy of the Services provided by the respective Service Providers.
3.1.6. does not guarantee that Service Users will find suitable Service Providers or that Service Providers will find suitable Service Users.
3.1.7. assumes no liability for the content that Service Providers provide, nor the ability to fulfill the requirements for a by the Service Providers advertised service or also any information provided by the Service Providers.
3.1.8. reserves the right to delete the Service Providers’ profile in the case of false information and gross violations of these Terms without prior notification or naming of reasons. In the case of gross deception, falsification of documents or other willful misrepresentation, SpruceBuddy will take appropriate action, including legal action.
4. USER RESPONSIBILITIES
4.1. Users themselves are responsible for compliance with legal requirements and the assertion of claims arising from the contracts they have concluded. In particular, SpruceBuddy does not guarantee:
4.1.1. the accuracy and completeness of the statements and declarations made in relation to the Service Provider's Services offered,
4.1.2. the Service Provider's Services offered as such; and
4.1.3. the conduct and performance of the relevant Service User/Service Provider, respectively.
4.2. Users are required to comply with applicable laws when using the Platform and Service.
4.3. Users may not use addresses, contact details, and email addresses obtained through the use of SpruceBuddy for any purpose other than contractual and pre-contractual communication. In particular, it is forbidden to resell this data or use it to send advertising unless the respective Users have expressly consented to this in advance.
5. USER REPRESENTATIONS
By using the Platform, you represent and warrant that:
5.1. all registration information you submit will be true, accurate, current, and complete;
5.2. you will maintain the accuracy of such information and promptly update such registration information as necessary;
5.3. you have the legal capacity, and you agree to comply with these Terms;
5.4. you are not under the age of 18;
5.5. you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;
5.6. you will not use the Platform for any illegal or unauthorised purpose;
5.7. your use of the Platform will not violate any applicable law or regulation.
5.8. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).
6. PRICES AND PAYMENT
6.1. The prices stated for the respective services by Service Providers shall apply at the time the order is placed.
6.2. The prices shown on the Platform are final and include the statutory value-added tax, insofar as this is applicable to the respective service and a Service Charge of 25%.
6.3. SpruceBuddy reserves the right to change the in Clause 5.2 described Service Charge at any time.
6.4. The applicable prices are shown in the respective service description. The Service Users undertake to pay this price. Payment is due upon booking the service or product.
6.5. Prices and methods of payments are published on the Platform, the content of which is included in these Terms by reference.
6.6. Payment is considered to be completed when the money is credited to SpruceBuddy's account or a third party, collecting fees on behalf of Service Providers.
6.7. The Service User is solely responsible for ensuring that the payment made is correct and abiding by any taxes applicable in their own country of residence.
6.8. The Service User is solely responsible for paying for third-party services (such as services communications, Internet, etc.) required to receive services.
6.9. Payments services of SpruceBuddy are processed by a payment service provider acting on the basis of an agreement with SpruceBuddy. All rights and obligations arising in relation to the payment process are directly between the payment service provider and the Service User.
6.10. SpruceBuddy does not process or have access to any of the Service User’s personal payment or bank details provided in connection with the settlement of payments.
6.11. SpruceBuddy does not store the details of bank cards on their resources, including servers, cloud storage, etc.
6.12. In the event of default in payment, SpruceBuddy may suspend the continuation of all current orders, irrespective of the exercise of other rights.
7. SERVICE PROVIDER REMUNERATION AND PAYOUT
7.1. When providing services available for purchase on SpruceBuddy, the Service Provider will be required to select a price for the Service.
7.2. When a Service User purchases services, SpruceBuddy calculates the gross amount of the sale as the amount actually received by SpruceBuddy from the Service User. From this, SpruceBuddy will subtract any Transaction Taxes and a 25% service and processing fee, and any amounts paid to third parties in connection with the content to calculate the net amount of the sale.
7.3. SpruceBuddy reserves the right to change the service and processing fee described in Clause 6.2 at any time.
7.4. SpruceBuddy is not responsible for currency conversion fees, wiring fees, or any other processing fees that you may incur. Your revenue report will show the sales price and your converted revenue amount.
7.5. SpruceBuddy and the Service Provider each expressly agree and understand that they are creating an independent contractor relationship, and that the Service Provider shall not be considered an employee of SpruceBuddy for any purpose. The Service Provider is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by SpruceBuddy to its employees.
7.6. The Service Provider is exclusively responsible for all Social Security, self-employment, and income taxes, disability insurance, workers’ compensation insurance, any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder.
7.7. To withdraw revenue, the Service Provider must have an account with at least one of SpruceBuddy's Payment Service Providers for the withdrawal methods listed below. All funds eligible for withdrawal will be held on your behalf at an account with SpruceBuddy's Payment Services Provider. All payment services, including withdrawal services, will be provided by SpruceBuddy's Payment Services Provider.
7.8. The Service Provider's SpruceBuddy profile can be associated with only one account from each SpruceBuddy withdrawal method. A Payment Service Provider withdrawal account can be associated with only one SpruceBuddy profile.
7.9. Revenues are only made available for withdrawal from the Revenue page after the order is marked as complete.
7.10. For security concerns, SpruceBuddy may temporarily disable a Service Provider's ability to withdraw revenue to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behavior reported by other Users, or associating multiple SpruceBuddy accounts to a single withdrawal provider.
8. RULES FOR SERVICE PROVIDERS
8.1. Service Providers must:
8.1.1. Honor a transaction contract formed with a Service User;
8.1.2. Provide the services for which payment was accepted; and
8.1.3. Include all taxes, including fees payable by the Service User for the services.
8.2. Service Providers must not:
8.3. Significantly misrepresent their services by not meeting the terms and services description outlined;
8.4. Attempt to contact Service Users directly or make their business identity or contact information available to Service Users by the use of photographs, images, text, or logos.
8.5. All Service Providers must hold relevant insurance documents, allowing them to operate legally within their relative locations and carrying out the services agreed to. We reserve the right to spontaneously check with third-party insurance companies to determine whether Service Providers still hold valid insurance policies and licenses.
8.6. Not directly or indirectly contact, deal with, or otherwise become involved with any Service User outside the Platform for the purpose of avoiding the payment of profits, fees, or otherwise to SpruceBuddy without the specific written approval of SpruceBuddy.
9. UPLOADING CONTENT
9.1. You irrevocably and unconditionally represent and warrant that any of your content, information, personal data (collectively “Content”) uploaded to our Platform complies with our Privacy Policy, South Africa's Protection of Personal Information Act (“POPIA”), the GDPR, and any other applicable laws.
9.2. You are fully responsible for your content uploaded to our Platform. We will not be responsible, or liable to any third party, for:
9.2.1. The content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our Platform; or
9.2.2. The loss of any content or data provided to us by you. You should keep a record of all such content and data.
9.3. We will only use the content uploaded by you for the purposes of carrying out our services, fulfilling our obligations in this Agreement, and any other purpose expressly set out or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, except when required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
9.4. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights under applicable law.
10. SERVICE DATA
10.1. If you wish to use our Platform and its features, we process the data you provide (depending on how you are using our App), which may include Personal Data and/or Special Category Personal Data that you make available to us (“Service Data”).
10.2. You irrevocably and unconditionally represent and warrant that any of your Service Data uploaded and/or provided complies with our Privacy Policy and all applicable data protection legislation.
10.3. You shall own all rights, titles, and interests in and to all of your Service Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of your Service Data.
10.4. If we process any of your Service Data on your behalf when performing our obligations under these Terms, we and you agree that you shall be the data controller and we shall be a data processor, and in any such case:
10.4.1. You shall ensure that you are entitled to transfer your Service Data to us so that we may lawfully use, process, and transfer the personal data in accordance with these Terms on your behalf;
10.4.2. You shall ensure that the relevant third parties have been informed of and have given their consent to such use, processing, and transfer as required by all applicable data protection legislation;
10.4.3. We shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by you from time to time; and
10.4.4. Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction, or damage.
11. TERM AND TERMINATION
11.1. These Terms shall remain in full force and effect while you use the Platform. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Platform (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Platform or delete your account and any content or information that you posted at any time, without warning, at our sole discretion.
11.2. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
11.3. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
12. LIMITATION OF LIABILITY
12.1. We are not liable for the completeness, accuracy, or correctness of any information uploaded on our Platform and any related content. You expressly agree that your use of the services and our Platform, including reliance on any advice, is at your sole risk.
12.2. You agree not to use the Services, our Platform and the Related Content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:
- 12.2.1. loss of profits, sales, business, or revenue;
- 12.2.2. business interruption;
- 12.2.3. loss of anticipated savings;
- 12.2.4. loss or corruption of data or information;
- 12.2.5. loss of business opportunity, goodwill or reputation; or
- 12.2.6. any other indirect or consequential loss or damage.
12.3.Nothing in these Terms shall limit or exclude our liability for:
- 12.3.1. death or personal injury resulting from our negligence;
- 12.3.2. fraud; and/or
- 12.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
12.4. Our Platform is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
12.5. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Services and our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute or otherwise, is excluded to the fullest extent permitted by law.
12.6.We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your device equipment, device programs, data or other proprietary material due to your use of the Platform or to your downloading of any content on it, or on any Platform linked to it.
12.7. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.
13. INDEMNITY
You agree to indemnify and hold us, our related corporations, and our respective directors, officers, employees, agents, representatives, independent contractors, licensees, successors, and assigns harmless from and against all claims, losses, expenses, damages, and costs (including but not limited to direct, incidental, consequential, exemplary, and indirect damages) and reasonable legal fees, resulting from or arising out of your act, default, or omission, whether in your use of our Platform, Service Provider's Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.
14. ALTERNATIVE DISPUTE RESOLUTION
14.1. The Parties shall attempt to resolve any dispute arising out of or relating to these Terms through negotiations. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed-upon Online Alternative Dispute Resolution (“ADR”) procedure in South Africa in the English language.
14.2. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
15. OTHER IMPORTANT TERMS
15.1.We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
15.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15.3. No joint venture, partnership, agency, or employment relationship has arisen by reason of these Terms.
15.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us.
15.5. Each Party acknowledges that, in entering into these Terms, it does not rely on any representation, warranty, or other provision except as expressly provided in these Terms, and all conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
15.6. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck out, and the remaining provisions shall remain in full force and effect.
15.7. Any failure or delay by us in enforcing or exercising any provision of these Terms shall not be construed as a waiver of any of our rights under these Terms.
15.8. These Terms are governed by the laws of South Africa. You agree to submit to the exclusive jurisdiction of the courts of South Africa.
