Updated 14 March 2022
- WHO WE ARE
- ENTIRE AGREEMENT
- TERMS OF SALE
- CANCELLATION BY CUSTOMER (NON-FAULTY PRODUCT)
- RETURNS AND REFUNDS POLICY
- FAULTY PRODUCTS
- MY WALLET
- DISCLAIMER OF LIABILITY
- GUARANTEE AND COMPLAINTS MANAGEMENT
- PERSONAL DATA PROTECTION
- CIRCUMSTANCES BEYOND OUR CONTROL (FORCE MAJEURE)
- INTELLECTUAL PROPERTY RIGHTS
- LINKS ON THE PLATFORM
- AVAILABILITY OF THE WEBSITE, SECURITY AND ACCURACY
- THIRD PARTY RIGHTS
- GOVERNING LAW
- ACCOUNT TERMINATION
ZALORA'S TERMS AND CONDITIONS
1. WHO WE ARE
We are BF Jade E-Services Philippines Inc., trading as www.zalora.com.ph (“ZALORA”). ZALORA is registered with the Securities and Exchange Commission (SEC) with official address at the MCX E-Commerce Center, Daang Hari and Daang Reyna Junction, Muntinlupa – Cavite Expressway (MCX) Rotunda, Brgy. Poblacion, 1776 Muntinlupa City, Philippines. We can be reached via email at firstname.lastname@example.org (the “Platform”).
Please read these Terms and Conditions carefully before ordering any Products from the Site. By using the Website, you indicate that you accept these Terms and Conditions and that you agree to abide by them. These Terms and Conditions are our copyrighted intellectual property. Any use by third parties, even of extracts of the Terms and Conditions, for the commercial purposes of offering goods and/or services is not permitted. Infringements may be subject to legal action.
In these Terms and Conditions:
- "Account" means the ZALORA Account that you will need to register on our Platform if you would like to submit an Order;
- "Apps" means our ZALORA mobile app on iOS and Android;
- "Business Day" means a day from 9.00 a.m. to 6.00 p.m. in the Philippines, excluding gazetted public holidays;
- "Contract" means your Order of a Product or Products in accordance with these Terms and Conditions which we accept in accordance with clause 6.2 below;
- "Customer" means any individual who places an Order on the Platform;
- "Order" means the Order submitted by you to the Platform to purchase a Product from us;
- "Order Acknowledgement" means our email to you, in which we acknowledge your Order in accordance with clause 6.2 below;
- "Platform" means collectively ZALORA’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”;
- "Product" means any product available for sale to Customers on the Platform;
- "Website" means the ZALORA website accessed at the following address at www.zalora.com.ph;
- "You" means the Customer or a guest;
- References to "clauses" are to clauses of these Terms and Conditions;
- Headings are for ease of reference only and shall not affect the interpretation or construction of the Terms and Conditions;
- Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership; and
- References to "includes" or "including" or like words or expressions shall mean without limitation.
To place an Order with ZALORA you must be over eighteen (18) years of age. If you are under eighteen (18), you may place an Order with ZALORA only with the involvement of a parent or guardian.
You must not misuse our Platform. You shall not use any automated systems or software to extract data from this Platform for any purpose. You shall not commit or encourage a criminal offence, transmit or distribute a virus including but not limited to Trojan horse, worm, logic bomb or post any other material on the Platform which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into; corrupt data; cause annoyance to other users; commit fraud, 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 computer facilities of or accessed throughout the Platform. In the event such breach occurs, ZALORA will report the breach to the relevant law enforcement authorities and appropriate legal action will be taken.
5. ENTIRE AGREEMENT
5.1 These Terms and Conditions shall apply to your use of the Platform and all Orders and Contracts made or to be made by us for the sale and supply of Products. These Terms and Conditions constitute the entire agreement between you and ZALORA and supersede any and all preceding and contemporaneous agreements between us.
5.2 You acknowledge that by entering into this Contract, neither you nor we have relied on any representation, undertaking or promise given by the other or implied from anything said or written between you and us prior to such Terms and Conditions, except as expressly stated in the Terms and Conditions.
6. TERMS OF SALE
(b) Once you registered with the Platform, you will be asked to create a username for, and allocate a password to, your Account. You must keep the password confidential and immediately notify us if any unauthorized third party becomes aware of that password or if there is any unauthorized use of your email address or your Account or any breach of security known to you. You agree that any person to whom your user name or password is disclosed is authorized to act as your agent for the purposes of using (and/or transacting via) your Account. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
(c) You must be registered with a valid personal email address that you access regularly, so that, among other things, administration emails can be sent to you. Any Account which has been registered with someone else's email address or with a temporary email address may be closed without notice. We may require you to validate Accounts at registration or if we believe you have been using an invalid email address.
(d) When you register for an Account, and whenever you log on to your Account thereafter, you have the option to sign up to receive, and to opt out of receiving, information emails (such as newsletters, information on offers, etc). You are able to unsubscribe from such information emails at any time by logging in to your Account.
(e) You shall not misuse the Platform by creating multiple user accounts.
6.2 Formation of a Contract
(a) The information set out in the Terms and Conditions and the details contained on this Platform do not constitute an offer for sale. No contract in respect of any Products shall exist between you and us until we have shipped the Products to your address.
(b) To submit an Order, you will be required to follow the online shopping process on the Platform. After this, you will receive an Order Acknowledgment which will act as an acknowledgement of our receipt of your Order. You acknowledge that the receipt of an Order Acknowledgment is not considered an acceptance of your Order by us.
(c) An Order is only considered accepted by us upon your Order being shipped to the delivery address provided by you, at which time you will receive an email notifying you that the Order has been shipped. Please check on the order status via the Platform. For more information on order statuses, please click here
(d) A Contract will relate only to those Products which we deliver to you. If your Order consists of more than one Product, the Products may be delivered to you in separate packages at separate times.
6.3 Price and Payment
Whilst we make best efforts to ensure that all details, descriptions and prices appearing on the Platform are accurate, there may be instances where errors may occur. If we discover an error in the price of any Products you have ordered, we may, at our sole discretion, decide to cancel your Order at any time before the Product is delivered to you. If this happens, we will notify you via email. If you already paid for your Order, you will receive a full refund of the paid price in accordance with the refund timelines outlined in our Returns and Refunds Policy.
(a) Once you selected a Product that you wish to Order, you will then be shown or told (on the Platform) the charges you must pay including Value Added Tax (VAT), and any applicable delivery charges. Unless otherwise stipulated on the Platform, all charges are stated in Philippine Pesos.
(b) We are under no obligation to fulfil your Order if the price listed on the Platform is incorrect (even after your Order has been acknowledged by us).
(c) You can pay using any of our payment partners listed on our Platform or use the cash on delivery payment method. 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) E-gift cards and promotional vouchers must be entered at the check-out page online only. Physical presentation of vouchers to ZALORA personnel will not be accepted.
(e) If you are asked for details of a payment card, you must be fully entitled to use that card or account. The card or account must have sufficient funds to cover the proposed payment to us. We shall not be bound to supply before we have received cleared funds in full. Your credit card payments will be received and processed by our Payment Service Provider. Depending on the results of a credit check, we reserve the right not to offer certain forms of payment and to refer you to our other forms of payment.
(f) Upon authorisation of the payment, by clicking the “Order now” button you are confirming that the card belongs to you or that you are the legitimate holder of the e-gift card or the promotional voucher, and have sufficient funds or credit facilities to cover the cost of the Product. We reserve the right to obtain validation of your payment details before providing you with the Product.
6.4 Mistaken Orders
If you discover that you have made a mistake with your Order after you have submitted it to the Platform, please contact here immediately. We will try our best to process your request.
6.5 Refusal of Order
(a) 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 make our best efforts to always process all Orders but there may be exceptional circumstances (including unavailability of product/s or pricing error) wherein we may need to refuse to process an Order after we have sent you an Order Acknowledgement, which we reserve the right to do at any time at our sole discretion.
(b) If we cancel your Order and you have already made payment for your Order, the payment amounts will be fully refunded to you.
(c) We will not be liable to you or any other third party by reason of our withdrawing any Product from this Platform (whether it has been sold or not), removing or editing any materials or contents on this Platform, or for refusing to process or accept an Order.
7.1 We aim to deliver the Product to you at the place of delivery requested by you in your Order and the delivery date and time indicated by us at the time of your order checkout (as updated in the Order Acknowledgement).
7.2 We will attempt to notify you if we expect to be unable to meet our estimated delivery date, but, to the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses arising out of late delivery.
7.3 Upon delivery of the Product, you may be required to sign for delivery. If you have not received your Order but the order status is showing as ‘delivered’, please contact ZALORA Customer Service here.
7.4 Please note that it might not be possible for us to deliver to some locations, in which event we will inform you using the contact details that you provided to us when you made your Order and arrange for cancellation of the Order, or delivery to an alternative delivery address if possible.
7.5 We deliver in our standard 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 (for e.g. see 7.8 below), risk shall pass at the date when delivery would have occurred but for your breach. From the time when risk passes to you, we will not be liable for loss or destruction of the Product. Any breach of obligations by you might impact your ability to shop on ZALORA in the future.
7.7 If you are not available to take delivery or collection, we will attempt to contact you. A re-delivery will be attempted the next working day. You may also contact our Customer Service Team or the courier. Please refer here for more information.
7.8 If delivery or collection is delayed through your unreasonable refusal to accept delivery or if you do not (within one week of our first attempt to deliver the Product to you) accept delivery or collect the Product from the carrier, we may (without affecting any other right or remedy 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) no longer make the Product available for delivery or collection and notify you that we are immediately cancelling the applicable Contract, in which case we will refund to you or your 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 7.8 (a) above).
7.9 You acknowledge that the Products are standard and not made bespoke to fit any particular requirements that you may have.
7.10 ZALORA provides free shipping on all orders above the threshold set out here..
7.11 In 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, you may cancel via the Platform. Cancellation is only available for Orders that are not packed. You may reach out to our Customer Service Team via chat here. or drop us an email at email@example.com, and our Customer Service Team will advise you accordingly. No cancellation fees shall be applicable. Once an Order has been packed it may not be cancelled and the item must instead be returned to the company according to our Return Policy here., or as otherwise advised by the Customer Service Team. Any payment made will be refunded. Please refer to our Cancellation Policy here. for more information.
9. RETURNS AND REFUNDS POLICY
9.1 If you are not completely satisfied with your purchase, you may return the Product to us within thirty (30) days of receipt, in accordance with our Exchange or Refund/Return Policy. 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 is applicable 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 ZALORA in order for a customer to be eligible for a refund or replacement. You shall ensure that the Product is sent to us in the same condition as it was when received by you and is packaged properly. In the event that 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. Appropriate measures, including legal action, may be taken in the event we discover a misuse of ZALORA’s Exchange or Refund/Return Policy.
9.3 We do not honour any walk-in returns.
9.4 Your returned Products together with your return slip are usually received and accepted at our warehouse within five (5) working days after drop off. Returns handling time will vary depending on your return method and courier of choice. Our Quality Check team will take up to two (2) working days to process your return.
9.5 Refunds for returns will be issued shortly after we receive and check your items, according to the preferred refund method indicated on your return slip. In cases of purchase exchanges, we will refund you via wallet credit which you may utilize for your next purchase. In the event you prefer to be refunded by different means, please contact our Customer Service Team via chat here or drop us an email at firstname.lastname@example.org and we will try our best to assist you. Please see our Exchange or Refund / Return Policy for more details.
10. FAULTY PRODUCTS
10.1 All Product descriptions, information and materials posted on this Platform are provided ‘as is’ and without warranties express, implied or otherwise, and however arising.
10.2 Product image as seen 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. Please refer here for more details.
10.4 Upon receipt of the Products, we will examine it and we will advise you on the status of the replacement or refund (if any) via email as soon as practicable.
10.5 ZALORA may at its discretion refuse to process a replacement/exchange order, and may, at its discretion, offer a refund as a substitute remedy, subject to clause 9.
10.6 In the event we discover that the Product returned is not faulty and/or the process set out in clause 10.3 was not followed, we may at our discretion decide (a) not to replace or refund you for the Product, and (b) return the Product to you. In such case, we may require you to pay all reasonable carriage costs and servicing costs (including costs incurred in returning the Product to you) at our current standard fees and costs 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 permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses as a result.
11. MY WALLET
11.1 My Wallet (“Wallet”) is a feature on ZALORA that allows you to accumulate store credits which can be used to pay for your ZALORA purchases. Your Wallet balance will be shown under “My Wallet” once you are logged in to your registered ZALORA account. You can also refer to your Wallet to track your transaction history and Store Credits Validity Period, if applicable.
11.2 ZALORA may at its sole and absolute discretion, exercise its right to limit the use of any store credits; and/or cancel your store credits in your Wallet, in the following events:
(a) if we reasonably believe that the use of your Wallet is in breach of these Terms and Conditions, unauthorised, fraudulent or otherwise unlawful;
(b) the aggregate amount of stored value held by the store credits, directly or indirectly, alone or together with any person over whom ZALORA has control or influence, is in breach of any prevailing laws and regulations; or
(c) the amount of store credits held by you in your Wallet equals or exceeds any other regulatory or risk limit prescribed by law for that Wallet.
11.3 Store Credits may not be re-sold and unless required by law, are non-transferrable and may not be exchanged and/or redeemed for cash under any circumstances. Store Credits shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances. For the avoidance of doubt, there will be no refunds of Store Credits in the event that your Account is suspended or terminated due to a breach of these Terms and Conditions.
11.4 ZALORA reserves the right to impose limits on your use of the Wallet from time to time, including the amount of value you may load into your Wallet at any one time, and the aggregate value loaded into your Wallet over any time period. ZALORA may also correct the balance of your Wallet if we believe that an error, including clerical error, has occurred. ZALORA may also, in its discretion, allocate store credits to you at no cost to you (“Free Store Credits”), subject to any additional terms and conditions. ZALORA reserves the right to withdraw, amend and/or alter any part of or the whole terms and conditions of such Free Store Credits, at any time without giving prior notice or compensation in cash or in kind.
11.5 You are responsible for all purchases using your store credits, including unauthorised transactions.
11.6 ZALORA reserves the right to impose a maximum amount of store credits that you can hold in your Wallet at any given time, subject to the prevailing laws and regulations.
12.1 You may use promotional vouchers and e-gift cards while making payment for Products on the Platform. Specific details for promotional vouchers and e-gift cards are listed below.
12.2 Promotional vouchers must be entered at the check-out page online only. Physical presentation of vouchers to ZALORA personnel/Delivery staff will not be accepted.
12.3 In the event of fraud, 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.
12.4 We assume no liability for the loss, theft or illegibility of gift or promotional vouchers.
12.5 In rare cases and to the extent permitted by law, ZALORA may at its sole discretion discontinue or cancel any voucher previously issued and will not be responsible for any losses arising therefrom.
12.6 Conditions for the redemption 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 period stated on the voucher, 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 in accordance with our sales strategies. The current list of exclusions can be found here.
You may redeem only ONE voucher per promotional campaign. ZALORA reserves the right to cancel any subsequent orders made by you using a voucher of the same promotional campaign.
If you place an Order for 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 accrue interest, nor does it have a cash value.
(e) If the credit of a promotional voucher is insufficient 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 own funds, this portion will be refunded.
(g) For more details usage of vouchers terms and conditions please refer to here
11.7 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 11.6 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 be purchased using any of our accepted payment methods.
(b) The credit of an e-gift card does not accrue interest, nor does it have a cash value.
(c) An order for an e-gift card can be cancelled by contacting us here.. A voucher is considered to have been redeemed if it is used as payment in placing an Order.
(d) If the credit of an e-gift card is insufficient for the Order you wish to make, you may make up the difference using one of our accepted payment methods.
13. DISCLAIMER OF LIABILITY
13.1 The content displayed on this Platform is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary and to the fullest extent permitted by law, ZALORA and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity, and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Platform and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
13.2 To the extent permitted by law, our total liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to the greater of: i) PHP500; or ii) 110% of any aggregate amount paid by you to us in the 12 months preceding any cause of action arising.
You agree to indemnify, defend, hold harmless ZALORA, its directors, officers, employees, consultants, agents, and affiliates, from any and 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 these Terms and Conditions.
15. GUARANTEE AND COMPLAINTS MANAGEMENT
15.1 ZALORA shall perform its obligations under these Terms and Conditions with reasonable skills and care.
15.2 We place great value on our Customer satisfaction. You may contact us at any time using the contact details here. We will attempt to address your concerns as soon as possible and will contact you on receipt of any relevant enquiry or complaint. In guarantee cases, the manufacturer or supplier must generally be involved, and as such it may take longer to resolve such an enquiry or complaint.
15.3 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 Acknowledgment. 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 enquiries.
16. PERSONAL DATA PROTECTION
17. CIRCUMSTANCES BEYOND OUR CONTROL (FORCE MAJEURE)
17.1 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, pandemic, epidemic or other natural disaster;
(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; and
(f) The acts, decrees, legislation, regulations or restrictions of any government, shipping, postal or other relevant transport strike, failure or accidents.
17.2 In the circumstance that the Force Majeure event lasts for more than seven (7) calendar days, 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.
17.3 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 by reason of a Force Majeure event, we may decide at our absolute discretion which Contracts we will perform and to what extent.
17.4 We reserve absolute discretion on the solution we adopt in fully meeting our obligations under the Contract despite the Force Majeure Event.
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 with two (2) Business Days of being posted to the recipient’s address within 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.
19. INTELLECTUAL PROPERTY RIGHTS
19.1 All content included in or made available through our Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, campaign titles and data compilations is the property of ZALORA, its affiliates or its content suppliers and is protected by intellectual property right laws and treaties around the world. All such rights are reserved by ZALORA and its licensors. 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, without obtaining a license to do so from us or our licensors.
19.2 ZALORA's trademarks may not be used in connection with any product or service that is not provided by ZALORA, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits ZALORA. All other trademarks not owned by ZALORA that appear on the Platform are the property of their respective owners.
19.3 Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
19.4 In the event ZALORA becomes aware of any infringement of its intellectual property rights, it shall take the necessary and relevant legal action to protect its rights.
19.5 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.
19.6 You shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying documentation supplied by ZALORA or its licensors.
20. LINKS ON THE PLATFORM
20.1 We have no control over and accept no responsibility for the content of any site to which a link from the Platform exists (unless we are the provider of those linked sites). Such linked sites are provided “as is” for your convenience only with no warranty, express or implied, for the information provided within them. We do not provide any endorsement or recommendation of any third party site to which the Platform provides a link.
20.2 You must not, without our permission, frame any of the Platform onto your own or another person’s website. We reserve the right to withdraw linking permission without notice.
21. AVAILABILITY OF THE WEBSITE, SECURITY AND ACCURACY
21.1 While we endeavor to make the Platform available 24 hours a day, we cannot be liable if, for any reason, the Platform is unavailable for any time or for any period. We make no warranty that your access to the Platform will be uninterrupted, timely or error-free. Due to the nature of the Internet, this cannot be guaranteed. In addition, we may occasionally need to carry out repairs, maintenance or introduce new facilities and functions.
21.2 Access to the Platform may be suspended or withdrawn to or from you personally or all users temporarily or permanently at any time and without notice. We may also impose restrictions on the length and manner of usage of any part of the Platform for any reason. If we impose restrictions on you personally, you must not attempt to use the Platform under any other name or user.
21.3 We do not warrant that the Platform will be compatible with all hardware and software which you may use. We shall not be liable for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Platform or your obtaining any material from, or as a result of using, the Platform. We shall also not be liable for the actions of third parties.
21.4 We may change or update the Platform and anything described in it without notice to you.
21.5 While we endeavor to ensure that information and materials on the Platform are correct, no warranty or representation, express or implied, is given that they are complete, accurate, up-to-date, fit for a particular purpose and, to the extent permitted by law, we do not accept any liability for any errors or omissions. Any information on the Platform shall not constitute any part of an offer or contract.
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.
If any clause in these Terms and Conditions or a Contract shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other clause or part of any clause, all of which shall remain in full force and effect, so long as these Terms and Conditions or a Contract shall be capable of continuing in effect without the unenforceable term.
You shall not assign, transfer, novate, charge, sub-Contract, create any trust over or deal in any other manner with these Terms and Conditions or a Contract or all or any of your rights or obligations under these Terms and Conditions or a Contract.
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.
26. THIRD PARTY RIGHTS
No person who is not a party to these Terms and Conditions or a Contract shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to these Terms and Conditions or that Contract its assent to any such term.
27. 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 in accordance with Philippine law. Both we and you hereby agree to submit to the exclusive jurisdiction of the Philippine courts. All dealings, correspondence and contacts between us shall be made or conducted in the English language.
We reserve the right to amend these Terms and Conditions and our policies at any time at our sole discretion. All amendments to these Terms and Conditions, including our policies will be posted on our Platform and be effective immediately. Your continued use of the Platform constitutes acceptance of the amended Terms and Conditions.
29. ACCOUNT TERMINATION
We may, at our discretion, with or without notice, and without assuming any liability to you or third parties, terminate your Account, cancel any transactions associated with your Account, temporarily or permanently withhold any sale proceeds or refunds, and/or take any other actions that Zalora deems necessary. These measures may be implemented upon reasonable assessment that there has been , (a) violation of these Terms and Conditions; (b) illegal, fraudulent, harassing, defamatory, threatening, or abusive behavior; (c) creating multiple user accounts; (d) voucher/promotion abuse; (e) high/excessive cancellation upon delivery; and (f) behavior that is harmful to other Users, third parties, or any reasons identified that have an impact on the company's overall business operations. This clause is not exclusive of other remedies that may be available to ZALORA under existing Philippine laws.