PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE AGREEMENT CAREFULLY
The following agreement captures the terms and conditions of use ("Agreement"), applicable to Your use of www.tradeceylon.com ("Web Site"/”tradeceylon.com), which promotes business between suppliers and buyers in Sri Lanka. It is an agreement between You as the user of the Web Site/ Services and Virtual Trade Lanka (Pvt) Ltd .("VTL"). The expressions “You” “Your” or “User(s)” refers to any person who accesses or uses the Web Site for any purpose.
By subscribing to or interacting with other User(s) on or entering into negotiations in respect of sale or supply of goods or services on or using the Web Site or VTL Services in any manner for any purpose, You undertake and agree that You have fully read, understood and accepted the Agreement.
If You do not agree to or do not wish to be bound by the Agreement, You may not access or otherwise use the Web Site in any manner.
I. WEBSITE- MERELY A VENUE/PLATFORM
The Web Site acts as a platform for User(s) to negotiate and interact with other User(s) for entering into negotiations in respect thereof for sale or supply of goods or services. VTL or www.tradeceylon.com are not parties to any negotiations that take place between the User(s) of the Web Site and are further not parties to any agreement including an agreement for sale or supply of goods or services or otherwise, concluded between the User(s) of the Web Site.
VTL does not control and is not liable in respect of or responsible for the quality, safety, genuineness, lawfulness or availability of the products or services offered for sale on the Web Site or the ability of the User(s) selling or supplying the goods or services to complete a sale or the ability of User(s) purchasing goods or services to complete a purchase. This agreement shall not be deemed to create any partnership, joint venture, or any other joint business relationship between VTL and any other party.
II USER(S) ELIGIBILITY User(s) represent and warrant that they have the right to avail or use the services provided by VTL, including but limited to the Web Site or any other services provided by VTL in relation to the use of the Web Site ("VTL’s Services"). VTL’s Services can only be availed by those individuals or business entities, including sole proprietorship firms, companies and partnerships, which are authorised under applicable law to form legally binding agreements. As such, natural persons below 18 years of age and business entities or organisations that are not authorised by law to operate in Sri Lanka are not authorised to avail or use VTL’s Services.
User(s) agree to abide by the Agreement and any other rules and regulations imposed by the applicable law from time to time. VTL or the website shall have no liability to the User(s) or anyone else for any content, information or any other material transmitted over VTL’s Services, including any fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each User(s).The user shall do its own due diligence before entering into any transaction with other users on the website. VTL at it’s sole discretion reserves the right to refuse VTL’s Services to anyone at any time. VTL’s Services are not available and may not be availed or used by User(s) whose Accounts have been temporarily or indefinitely suspended by VTL
III. USER(S) AGREEMENT
This Agreement applies to any person who accesses or uses the Web Site or uses VTL Services for any purpose. It also applies to any legal entity which may be represented by any person who accesses or uses the Web Site, under actual or apparent authority. User(s) may use this Web Site and/or VTL Services solely for their commercial/business purposes.
This Agreement applies to all services offered on the Web Site and by VTL, collectively with any additional terms and conditions that may be applicable in respect of any specific service used or accessed by User(s) on the Web Site. In the event of any conflict or inconsistency between any provision of this Agreement and any additional terms and conditions applicable in respect of any service offered on the Web Site, such additional terms and conditions applicable in respect of that service shall prevail over this Agreement. This Agreement shall govern the User’s usage of VTL Services and, the User acknowledges that this Agreement shall supersede all or any term, agreement, contract executed between VTL and the User.
IV. AMENDMENT TO USER(S) AGREEMENT
VTL reserves the right to change, modify, amend, or update the Agreement from time to time and such amended provisions of the Agreement shall be effective immediately upon being posted on the Web Site. If You do not agree to such provisions, You must stop using the service with immediate effect. Your continuous use of the service will be deemed to signify Your acceptance of the amended provisions of the Agreement.
V. INTELLECTUAL PROPERTY RIGHTS
VTL is the sole owner and the lawful licensee of all the rights to the Web Site and its content ("Web Site Content"). Web Site Content means the design, layout, text, images, graphics, sound, video etc. of or made available on the Web Site. The Web Site Content embodies trade secrets and other intellectual property rights protected under other applicable laws pertaining to intellectual property. All title, ownership and intellectual property rights in the Web Site and the Web Site Content shall remain in VTL, its affiliates or licensor’s of the Web Site content, as the case may be.
All rights, not otherwise claimed under this Agreement by VTL, are hereby reserved. Any information or advertisements contained on, distributed through, or linked, downloaded or accessed from any of the services contained on the Web Site or any offer displayed on or in connection with any service offered on the Web Site ("Website Information") is intended, solely to provide general information for the personal use of the User(s), who fully accept any and all responsibility and liabilities arising from and out of the use of such Information. VTL does not represent, warrant or endorse in any manner the accuracy or reliability of Website Information, or the quality of any products and/or services obtained by the User(s) as a result of any Website Information.
For any content and or link uploaded to the Website by the User from YouTube, the User agrees to abide and accepts, the terms of service of YouTube, available at https://www.youtube.com/t/terms.
The Information is provided “as is” with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of the Information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. Nothing contained in the Agreement shall to any extent substitute for the independent investigations and the sound technical and business judgment of the User(s). In no event shall VTL be liable for any direct, indirect, incidental, punitive, or consequential damages of any kind whatsoever with respect to VTL’s Services. User(s) hereby acknowledge that any reliance upon the Information shall be at their sole risk and further understand and acknowledge that the Information has been compiled from publicly aired and published sources. VTL respects the rights of such entities and cannot be deemed to be infringing on the respective copyrights or businesses of such entities. VTL reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in any portion of the Information.
VTL respects the intellectual property rights of others, and we expect our User(s) to do the same. User(s) agree to not copy, download or reproduce the Web Site Content, Information or any other material, text, images, video clips, directories, files, databases or listings available on or through the Web Site ("VTL Content") for the purpose of re-selling or re-distributing, mass mailing (via email, wireless text messages, physical mail or otherwise) operating a business competing with VTL, or otherwise commercially exploiting the VTL Content unless otherwise agreed between the parties. Systematic retrieval of VTL Content to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from VTL is prohibited.
In addition, use of the VTL Content for any purpose not expressly permitted in this Agreement is prohibited and entitles VTL to initiate appropriate legal action. User(s) agree that as a condition of their access to and use of VTL's Services, they will not use VTL’s Services to infringe the intellectual property rights of any third parties in any way. VTL reserves the right to terminate the right of any User(s) to access or use VTL’s Services for any infringement of the rights of third parties in conjunction with use of the VTL’s Service, or in the event VTL is of the believes that User(s) conduct is prejudicial to the interests of VTL, its affiliates, or other User(s), or for any other reason, at VTL’s sole discretion, with or without cause.
VI. LINKS TO THIRD PARTY SITES
Links to third party sites are provided on Web Site as a convenience to User(s). User(s) acknowledge and agree that VTL does not have any control over the content of such websites and/ or any information, resources or materials provided therein.
VTL may allow User(s) access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to the websites offered by such third parties ("Third Party Websites"). VTL advises its User(s) to read the terms and conditions of use and/or privacy policies applicable in respect of such Third Party Websites prior to using or accessing such Third Party Websites. Users acknowledge and agree that VTL has no control over any content offered on Third Party Websites, does not monitor such Third Party Websites, and shall in no manner be deemed to be liable or responsible to any person for such Third Party Sites, or any content, products or services made available thereof.
VII. TERMINATION
Most content and some of the features on the Web Site are made available to User(s) free of charge. However, VTL reserves the right to terminate access to certain areas or features of the Web Site (to paying or registered User(s)) at any time without assigning any reason and with or without notice to such User(s). VTL also reserves the universal right to deny access to particular User(s) to any or all of its services or content without any prior notice or explanation in order to protect the interests of VTL and/ or other User(s) of the Web Site. VTL further reserves the right to limit, deny or create different access to the Web Site and its features with respect to different User(s), or to change any or all of the features of the Web Site or introduce new features without any prior notice to User(s).VTL reserves the right to terminate the membership/subscription of any User(s) temporarily or permanently for any of the following reasons:
(a) If any false information in connection with their account registered with VTL is provided by such User(s), or if such User(s) are engaged in fraudulent or illegal activities/transactions.
(b) If such User(s) breaches any provisions of the Agreement.
(c) If such User(s) utilizes the Web Site to send spam messages or repeatedly publish the same product information.
(d) If such User(s) posts any material that is not related to trade or business cooperation.
(e) If such User(s) impersonates or unlawfully uses another person’s or business entity’s name to post information or conduct business in any manner.
(f) If such User(s) is involved in unauthorized access, use, modification, or control of the Web Site database, network or related services
(g) If such User(s) obtains by any means another registered User(s) Username and/or Password.
(h) Or any other User(s) activity that may not be in accordance with the ethics and honest business practices.
If VTL terminates the membership of any registered User(s) including those User(s) who have subscribed for the paid services of VTL, such person will not have the right to re-enrol or join the Web Site under a new account or name unless invited to do so in writing by VTL. In any case of termination, no subscription/membership fee/charges paid by the User(s) will be refunded. User(s) acknowledge that inability to use the Web Site wholly or partially for whatever reason may have adverse effect on their business. User(s) hereby agree that in no event shall VTL be liable to any User(s) or any third parties for any inability to use the Web Site (whether due to disruption, limited access, changes to or termination of any features on the Web Site or otherwise), any delays, errors or omissions with respect to any communication or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Web Site or any of its features.
VIII. REGISTERED USER(S)
To become a registered User(s) of the Web Site a proper procedure has been made available on the Web Site which is for the convenience of User(s) so that they can easily use the website.
User(s) can become registered User(s) by filling an on-line registration form on the Web Site by providing the required information (including name, contact information, details of User(s) business, etc.). VTL will establish an account ("Account") for the User(s) upon successful registration and will assign a user alias ("User ID") and password ("Password") for log-in access to the User(s)’s Account. VTL may at its sole discretion assign to User(s) upon registration a web-based account with limited storage space to send or receive messages. Users will be responsible for the content of all the messages communicated through the account.User(s) registering on the Web Site on behalf of business entities represent and warrant that: (a) they have the requisite authority to bind such business entity this Agreement; (b) the address provided by such User(s) at the time of registration is the principal place of business of such business entity; and (c) all other information provided to VTL during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office of a User(s) will not be considered a separate entity and the principal place of business of the User(s) will be deemed to be that of its head office.
User(s) agree that by registering on the Web Site, they consent to the inclusion of their personal data in VTL’s on-line database and authorize VTL to share such information with other User(s). VTL may refuse registration and deny the membership and associated User ID and Password to any User(s) for whatever reason. VTL may suspend or terminate a registered membership at any time without any prior notification in interest of VTL or general interest of its User(s) without assigning any reason thereof and there shall arise no further liability on VTL of whatsoever nature due to the suspension or termination of the User account. User(s) registered on the Web Site are in no manner a part of or affiliated to VTL.
User(s) further agree and consent to be contacted by VTL through phone calls, SMS notifications or any other means of communication, in respect to the services provided by VTL and the User (s) shall update User’s profile or inform to VTL if the circumstances changed or change of information given by the User(s)
IX. DATA PROTECTION
Personal information supplied by User(s) during the use of the Web Site is governed by VTL’s privacy policy ("Privacy Policy"). Please click here to know about the Privacy Policy..
X. POSTING YOUR CONTENT ON WEBSITE
Some content displayed on the Web Site is provided or posted by third parties. User(s) can post their content on some of the sections/services of the Web Site using the self-help submit and edit tools made at the respective sections of the Web Site. User(s) may need to register and/or pay for using or availing some of these services.
User(s) understand and agree that VTL in such case is not the author of the content and that neither VTL nor any of its affiliates, directors, officers or employees have entered into any arrangement including any agreement of sale or agency with such third parties by virtue of the display of such content on the Web Site. User(s) further understand and agree VTL is not responsible for the accuracy, propriety, lawfulness or truthfulness of any third party content made available on the Web Site and shall not be liable to any User(s) in connection with any damage suffered by the User(s) on account of the User(s)’s reliance on such content. VTL shall not be liable for a User(s) activities on the Web Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of any User's conduct.
User(s) solely represent, warrant and agree to (a) provide VTL with true, accurate, current and complete information to be displayed on the Web Site; (b) maintain and promptly amend all information provided on the Web Site to keep it true, accurate, current and complete. User(s) hereby grant VTL an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to display and use all information provided by them in accordance with the purposes set forth in the Agreement and to exercise the copyright, publicity and database rights User(s) have in such material or information, in any form of media, third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Web Site, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Web Site (hereafter referred to as "Third Party Rights").
User(s) hereby represent, warrants and agree that User(s) shall be solely responsible for ensuring that any material or information posted by User(s) on the Web Site or provided to the Web Site or authorized by the User(s) for display on the Web Site, does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such Third Party Rights. User(s) hereby represent, warrant and agree that they have the right to manufacture, offer, sell, import and distribute the products offered and displayed on the Web Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.
User(s) agree that they will not use VTL Content and/or VTL’s Services to send junk mail, chain letters or spamming. Further, registered User(s) of the Web Site agree that they will not use their registered Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information. User(s) further hereby represent, warrant and agree (i) to host, display, upload, modify, publish, transmit, store, update or share ; or (ii) submit to VTL for display on the Web Site or transmit or sought to be transmitted through VTL’s Services any content, material or information that does not and shall at no point:
VTL reserves the right in its sole discretion to remove any material/content/photos/offers displayed on the Web Site which in VTL’s reasonable belief is unlawful or could subject VTL to liability or in violation of the Agreement or is otherwise found inappropriate in VTL's opinion. VTL reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing.
In connection with any of the foregoing, VTL reserves the right to suspend or terminate the Account of any User(s) as deemed appropriate by VTL at its sole discretion. User(s) agree that VTL shall have no liability to any User(s), including liability in respect of consequential or any other damages, in the event VTL takes any of the actions mentioned in this provision.
User(s) understand and agree that the Web Site acts as a content integrator and is not responsible for the information provided by User(s) displayed on the Web Site. VTL does not have any role in developing the content displayed on the Web Site. VTL has the right to promote any content including text, images, videos, brochures etc. provided by User(s) on various platforms owned by the company.
XI. INTERACTION BETWEEN USERS
VTL provides an on-line platform to facilitate interaction between buyers and suppliers of products and services. VTL does not represent the seller or the buyer in transactions.VTL does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Web Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase. User(s) are cautioned that there may be risks of dealing with foreign nationals or people acting under false pretences on the Web Site. Web Site uses several tools and techniques to verify the accuracy and authenticity of the information provided by User(s). VTL however, cannot and does not confirm each User(s)’s purported identity on the Web Site. VTL encourages User(s) to evaluate the User(s) with whom they would like to deal with and use the common prudence while dealing with them.
User(s) agree to fully assume the risks of any transactions ("Transaction Risks") conducted on the basis of any content, information or any other material provided on the Web Site and further assume the risks of any liability or harm of any kind arising due to or caused in connection with any subsequent activity relating to any products or services that are the subject of any such transaction.
User(s) agree that VTL shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may occur/arise as a result of or in connection with any Transaction Risks. User(s) are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of any content, information or any other material provided on the Web Site , including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. In the event of a dispute with any party to a transaction, User(s) agrees to release and indemnify VTL (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction
VTL reserves the right to add/modify/discontinue any of the features offered on VTL’s Services.
XII. LIMITATION OF LIABILITY/DISCLAIMER
The features and services on the Web Site are provided on an " as is " and " as available " basis, and VTL hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded. VTL makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability or completeness of any information provided on or through the Web Site. VTL does not represent or warrant that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Web Site does not violate any Third Party Rights; and VTL makes no representations or warranties of any kind concerning any product or service offered or displayed on the Web site. Any material downloaded or otherwise obtained through the Web site is at the User(s) sole discretion and risk and the User(s) is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by the User(s) from Web Site or through or from the Web Site shall create or be deemed to create any warranty not expressly stated herein.
Under no circumstances shall VTL be held liable for any delay or failure or disruption of the content or services delivered through the Web Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, Acts of God, natural calamities, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties. User(s) hereby agree to indemnify and save VTL, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from their use of the Web Site (including but not limited to the display of User(s) information on the Web Site) or from User(s)’s breach of any of the terms and conditions of this Agreement. User(s) hereby further agree to indemnify and save VTL, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User(s)’s breach of any representations and warranties made by the User(s) to VTL.
User(s) hereby further agree to indemnify and save VTL, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Web Site. User(s) hereby further agree that VTL is not responsible and shall have no liability for any material posted by other User(s) or any other person, including defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with the User(s). VTL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User(s), in which event such User(s) shall cooperate with VTL in asserting any available defences.
VTL shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
XIII. NOTICES
XIV. GOVERNING LAW AND DISPUTE RESOLUTIONS
XV. MISCELLANEOUS
