Terms of Use

1. Introduction

Welcome to FineFinds! The following document (hereinafter referred to as the “Terms of Use” or “Agreement”, which terms or expressions as hereinafter utilized shall mean and include the contents of this document, the annexures thereto and any provisions incorporated therein by link or reference, as amended from time to time) contains the terms and conditions upon, and subject to, which you may access and use the FineFinds Platform. Such Terms of Use shall constitute a legally binding agreement entered into by and between you and Cher Designs Pvt Ltd (hereinafter referred to as “FineFinds”, “we”, “our” or “us”) and shall govern any rights and obligations arising out, or in respect, of your use of such Platform.

AS SUCH, PLEASE ENSURE THAT YOU CAREFULLY READ AND UNDERSTAND THE ENTIRETY OF THESE TERMS OF USE BEFORE ACCESSING OR OTHERWISE USING THE PLATFORM. IF YOU DO NOT AGREE TO, OR MEET THE REQUIREMENTS OF, ANY OF THE TERMS AND CONDITIONS INCLUDED THEREIN, YOU MUST REFRAIN FROM CREATING AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE PLATFORM IN ANY MANNER OR FORM.

3. Representations and Warranties

By creating an Account or clicking to accept these Terms of Use when offered the option:

• You represent and warrant that you have the legal capacity and authority to enter into a legally binding contract with FineFinds on the terms and conditions specified in this Agreement;
• You represent and warrant that you are not, whether by virtue of your jurisdiction of incorporation, domicile or otherwise, subject to any sanctions that would otherwise prohibit or restrict FineFinds from dealing and/or contracting with you;
• You represent and warrant that you are not accessing or using the FineFinds Platform on behalf of any third party or undisclosed principal; and
• You hereby acknowledge and undertake that you have read and understood the entirety of these Terms of Use and agree to be legally bound by the terms and conditions set out therein.

For End-Users

By creating a User Account:

• You represent and warrant that you are over the age of Eighteen (18); and
• You represent and warrant that you are a natural person and are using the FineFinds Platform solely and exclusively for your own personal and non-commercial use.

For Vendors

By creating a Vendor Account:

• If you are entering into these Terms of Use on behalf of a company, firm or other entity (whether incorporated or otherwise), you hereby:
  1. further represent and warrant to FineFinds that you have the authority to bind such entity on the terms and conditions stipulated in this document and, correspondingly, that your acceptance of these Terms of Use shall lawfully be deemed to be an acceptance by such entity of these terms and conditions; and
  2. acknowledge on behalf of such entity that any references to the “User”, “you” or “your” made hereafter shall include such entity and any personnel or representatives that it authorizes to access and use the FineFinds Platform on its behalf and whose consent hereto and compliance herewith such entity undertakes to ensure and procure in accordance herewith.
• You further represent and warrant to FineFinds that any product and/or service listed by you on the FineFinds Platform:
  1. shall, at all times, comply with and conform to Applicable Law – including, but not limited to, any laws and regulations relating to children’s services, child care and safety and, where applicable, any standards set by relevant authorities such as the Department of Probation and Child Care Services or the National Child Protection Authority; and
  2. is not dangerous or harmful to minors nor places any User in an unsafe or hazardous environment.

If you do not satisfy any of these requirements, you must refrain from using the FineFinds Platform or its features (including, without limitation, to create an Account).

You further acknowledge that, in entering into these Terms of Use, you have not relied, and do not rely, on any statement, representation or warranty, whether implied or otherwise, that is not explicitly and unambiguously specified in these Terms of Use.

4. Use of the FineFinds Platform

The FineFinds Platform is an online directory platform that connects End-Users with independent third-party Vendors that offer and provide specific products and/or services. Users therefore specifically acknowledge and agree that:

• (a) any such products and/or services listed on the Platform are offered, and shall be provided and fulfilled directly and independently, by the relevant Vendor upon, and subject to, terms and conditions independently agreed to by and between such Vendor and the User concerned;
• (b) the relevant Vendor shall be solely and exclusively responsible for the provision and fulfillment of such products and/or services, as contracted for on each occasion (including, without limitation, for the compliance of such products and/or services with Applicable Law);
• (c) FineFinds is solely and exclusively a technology service provider which, for the avoidance of doubt, does not provide or otherwise fulfill any of the services and/or products listed on the Platform (whether as an agent, reseller, distributor or otherwise); and
• (d) FineFinds has no control over the actions and/or behavior of any Vendor or other User on the Platform.

Furthermore, FineFinds shall not be responsible for, and does not, endorse, vet, represent or otherwise guarantee the suitability, availability, safety or quality of any Vendor, product or service listed on the Platform nor the delivery by such Vendor of any product or service. End-Users shall therefore be responsible for exercising due care, judgement and diligence in evaluating, verifying the credentials of, and engaging the services and/or products of any Vendor.

Any complaints or claims by a User in respect of another User shall and must be communicated and submitted directly to the User being complained or claimed against – provided, however, that FineFinds may, upon a request submitted by any User and without prejudice to any other provisions contained in these Terms of Use, reasonably agree to mediate and resolve any such complaint or claim.

FineFinds shall not be liable or held responsible for any damage, injury, cost, or loss suffered or incurred by any User as a result of, or in connection with, the listing or use of any services and/or products listed on the Platform. Nothing in these Terms of Use shall constitute, or be construed or deemed to constitute or create, a partnership, agency, joint venture or employer-employee relationship between FineFinds and any User, and neither of them shall have the authority to bind the other in any way that is not expressly and unambiguously set out in these Terms of Use or otherwise agreed to in writing by and between such parties.

Each and every User further undertakes not to, directly or indirectly, contract with any other User in a manner that bypasses the FineFinds Platform to engage in any product or service that is listed on the Platform, and any violation of this provision may result in the relevant User(s) being suspended and/or removed from the Platform.

5. License to access and use the FineFinds Platform

Subject to your continued and consistent compliance with the provisions of these Terms of Use, FineFinds grants you a limited, revocable, non-exclusive and non-transferable license to access and use the FineFinds Platform through your designated User and/or Vendor Account, as applicable – in strict accordance with, and subject to, these Terms of Use (hereinafter referred to as the “License”).

You further acknowledge that your respective rights of access and/or use under such License shall:

• (a) differ based on whether you have and maintain a User Account or Vendor Account; and
• (b) will be determined by and at the discretion of FineFinds, from time to time, based on the prevailing features, structure and processes of the Platform.

Each User undertakes that it shall not:

• (i) sub-license, sell, transfer or otherwise assign its License in any manner or form;
• (ii) operate or otherwise use its Account in breach or violation of these Terms of Use;
• (iii) otherwise improperly use the FineFinds Platform, including – by creating internet “links” to any part of such Platform, by “framing” or “mirroring” any part of the Platform on any other website or system, or by “scraping” or otherwise improperly obtaining data from the Platform except as explicitly and specifically authorized and facilitated by FineFinds; or
• (iv) create, broker, market or distribute add-ons or enhancements to the FineFinds Platform without the prior written consent of FineFinds.

Each and every User further acknowledges and undertakes that it shall have and maintain no more than one (01) User Account and/or one (01) Vendor Account, as applicable.

In addition, you shall not (nor allow or assist another party to) access or use the FineFinds Platform in order to:

• (a) reverse engineer or make derivative works based upon the Platform and its features;
• (b) design or develop a competitive or substantially similar product or service;
• (c) copy or extract any of the FineFinds Platform’s content, features or functionality;
• (d) launch, or cause to be launched on or in connection with the FineFinds Platform, an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses, malware or worms or unduly burden or hinder the operation and/or performance of the FineFinds Platform; or
• (e) copy, disclose, store or use information that you do not have permission or authority to copy, disclose, store or use.

You further undertake and agree to comply with any and all Applicable Laws when accessing, operating and otherwise utilizing the FineFinds Platform and its features.

Each and every User acknowledges and agrees that it shall be held solely and exclusively responsible for any and all actions (including the provision of any instructions or information to FineFinds) carried out through or utilizing its Account and/or the designated email address provided by it to FineFinds. Users shall immediately notify FineFinds of any unauthorized or compromised use of its Account and/or designated email address – provided, however, that the provision of such notice to FineFinds will not absolve the User of its sole and exclusive responsibility for any actions carried out through such Account and/or email address. Users shall therefore maintain the security and confidentiality of their respective login credentials at all times.

FineFinds may, in its absolute discretion, refuse to list, grant an account to, and/or provide access to the Platform to, any person or business (as applicable) – including, without limitation, due to a prior suspension of such person from the Platform for any reason whatsoever.

6. User Information and Content

Each User hereby further represents and warrants that any and all information (including Personal Data) uploaded, submitted or otherwise provided by it to FineFinds or one of its representatives (whether via the Platform, a telephone conversation, in person or otherwise) is true, comprehensive and accurate. Users also undertake to promptly update such information, by notifying FineFinds of any changes thereto, as and when it becomes outdated, inaccurate or incomplete:

Provided, further, that:

• (a) without prejudice to Clause 11 below, each such User hereby specifically indemnifies FineFinds for any claims, costs or damages incurred by it as a result of the failure and/or neglect of such User to provide and maintain true, comprehensive and accurate information with FineFinds; and
• (b) it is acknowledged that FineFinds shall not be responsible for, nor does it, independently confirm or evaluate the accuracy or comprehensiveness of any information provided, posted or otherwise made available by a User on or through the Platform.

Any Personal Data uploaded or shared by a User via the Platform or otherwise made available to FineFinds shall be utilized in strict accordance with our Privacy Policy, which may be accessed at [●]. When disclosing any Personal Data, Users further represent and warrant to FineFinds that they have the lawful right to disclose such Personal Data to FineFinds upon and subject to the terms and conditions of these Terms of Use and our Privacy Policy.

Each and every User shall be solely and exclusively responsible for the Content (as hereinafter defined), if any, that they upload, post or otherwise make available on the Platform (whether as text, images or otherwise) – including, without limitation:

• (a) any comments, reviews or ratings; and
• (b) any business, product or service details, representations and/or warranties.

This includes an obligation on the part of each such User to ensure, at all times, that such content:

• (a) is not inappropriate, obscene, defamatory or offensive;
• (b) is not false, deceptive or misleading in any way;
• (c) does not breach any laws or third-party rights (including but not limited to those relating to Intellectual Property, confidential information and trade secrets);
• (d) does not constitute spam, advertisements, promotional materials or unsolicited communications of any kind; or
• (e) does not contain viruses or malware of any kind or links thereto.

Without prejudice to the above, FineFinds reserves the absolute discretion to block or remove any Content that it deems to violate these Terms of Use, without prior notice – provided, however, that Users further acknowledge and agree that FineFinds is not, shall not, be responsible or obligated to check, monitor, evaluate or otherwise regulate any Content on the Platform at any time.

Users further acknowledge and agree that:

• (a) the FineFinds Platform may contain, display or otherwise feature certain listings of, and information about, third-party merchants and/or service providers that have been compiled and generated solely and exclusively based on publicly available information without such merchant or service provider having or maintaining a Vendor Account on the Platform (hereinafter referred to as “Information Directory Listing(s)”);
• (b) that FineFinds does not represent, warrant or otherwise guarantee that the information or content contained in any Information Directory Listing is accurate, complete and/or up-to-date; and
• (c) that such Information Directory Listings are displayed for informational purposes only without any commitment or obligation from the merchant or service provider featured therein.

7. Intellectual Property

Any Intellectual Property vested in, connected or related to, or arising out of the FineFinds Platform, its features and/or FineFind’s business (hereinafter “FineFinds IP”) shall, at all times, belong to FineFinds and, where and to the extent applicable, its respective licensors and affiliates. Your use of the FineFinds Platform and its features does not in any way grant you ownership or other rights or entitlements of any kind in or over the Platform, its features or any FineFinds IP – except those limited rights and entitlements explicitly, specifically and unambiguously granted under and in terms of a License issued upon and subject to these Terms of Use. For the avoidance of doubt, FineFinds reserves all rights not expressly granted to you in this Agreement, and nothing in these Terms of Use grants, whether by implication, waiver, estoppel, or otherwise, and correspondingly shall not be construed or interpreted as granting to any User or third party any Intellectual Property or other rights, title, or interests in or to the FineFinds IP.

FineFinds may, at its discretion, permit you to post, upload, publish, submit or transmit text, graphics, images, video or other materials, data and/or media (herein referred to as the a“Content”) on or through the FineFinds Platform. Where you upload or make available Content of any kind to the FineFinds Platform, for any purpose or use, you thereby:

• (a) acknowledge, represent and undertake to FineFinds that:
  • (i) you shall be solely and exclusively responsible for such Content and any liability arising therefrom;
  • (ii) you are either the sole and exclusive owner of such Content, or you have all rights, licenses, authority, consents and releases that are necessary to use, upload and otherwise deal with the Content in such manner (including, to grant FineFinds the limited rights in such Content as contemplated hereunder); and
  • (iii) that any such use, disclosure, storage or action on the Platform shall not, in any way or form, constitute a breach or violation of any Applicable Law and/or third-party rights (including any Intellectual Property rights or obligations of confidentiality owed to a third party, etc.); and
• (b) grant FineFinds a non-exclusive, royalty-free and irrevocable license to access, publicly display, store and use such Content in accordance with these Terms of Use for the purposes of promoting and operating the FineFinds Platform.

Subject, and without prejudice to the above, FineFinds does not claim any ownership rights over or in respect of any such Content and nothing in these Terms of Use will be deemed to restrict any rights that you may have to otherwise use and exploit the Content.

8. Fees and Payment

Where applicable and available, certain Vendors offer the opportunity for bookings and orders in respect of their respective products and/or services listed on the Platform to be made and/or paid for (whether wholly or partly and as required under the payment policy of the Vendor) to or through the FineFinds Platform, which may facilitate such bookings and/or payments for and on behalf of the Vendor – provided, however, that it is acknowledged that FineFinds never acts nor operates as the merchant of record or any equivalent classification. Any payment facilitated by FineFinds for and on behalf of a Vendor shall in each case:

• (a) constitute a payment of the booking/order price due and payable by you for the relevant product and/or service; and
• (b) shall be facilitated and processed through an independent third-party payment processor.

To the extent that payment mechanisms are provided through third parties (including, but not limited to, third party payment processors/portals), you acknowledge and agree:

• (i) that such third parties are independent contractors that operate autonomously and completely outside of the control or oversight of FineFinds;
• (ii) that the payment mechanisms and services provided by such third parties are governed and made available to Users on distinct and independent terms and conditions (the contents of which you are advised to familiarize yourself with prior to utilizing them); and
• (iii) that FineFinds will have no liability to you arising out of the acts or omissions of such third parties.

By providing a payment method, you expressly:

• (a) authorize FineFinds (through a third-party payment portal or processor) to charge any applicable fees for products and/or services purchased from a Vendor via the Platform on such payment method as well as any taxes and other charges incurred in connection therewith; and
• (b) represent and warrant to FineFinds that you are lawfully entitled and empowered to authorize FineFinds to charge such payment method as contemplated above.

Users acknowledge and agree that FineFinds may charge fees (and applicable taxes) for the right to use the FineFinds Platform and/or on transactions facilitated via the Platform. Any applicable fees and taxes shall be disclosed to you before/at the time of you placing any booking/order in respect of a Vendor’s products and/or services.

Unless otherwise specifically and explicitly indicated by FineFinds, where any booking and/or payment is facilitated via the Platform, Users acknowledge that the Vendor’s prevailing terms and conditions governing cancellations and/or refunds shall apply.

9. Changes to the Platform

FineFinds reserves the absolute right to supplement, update, amend, modify and otherwise revise its Terms of Use at any time and from time to time, by publishing revised Terms of Use (containing any such updates, modifications and/or revisions) on our website and/or by sending an email notification to the address registered to, or in connection with, your respective Account:

Provided, however, that any such updates, modifications and/or revisions to these Terms of Use shall only take effect upon the revised version being posted on our website (accessible at [●]). Your use of the FineFinds Platform after such revisions come into effect shall automatically and without further notice constitute your consent to such revised Terms of Use in their entirety. If you do not agree to, or otherwise object to any such updates, modifications and/or revisions, you shall and must immediately cease to use or access the Platform.

You further acknowledge and agree:

• (a) that your sole recourse, if any, in such instance will be to cease using the Platform; and
• (b) that you shall be solely and exclusively responsible for staying apprised of the contents of these Terms of Use, as amended from time to time.

FineFinds also reserves the absolute right to change, discontinue or modify all or any part of the FineFinds Platform, its features and content (including, but not limited to, any listings) at any time and from time to time, without liability or notice to you.

10. Compliance

Without prejudice to any remedies available to FineFinds by law and/or equity, where FineFinds determines that you have breached (or that your Account has been utilized to breach) these Terms of Use in any way, it shall have absolute discretion to adopt or take any of the following measures:

• • To restrict or suspend your Account and/or License (which may involve, amongst other things, restrictions on access to all or part of the Platform and its features), with or without prior notice;
• • To cancel such your Account and immediately terminate your License, with or without prior notice; and/or
• • To report and notify any State instrumentality, regulator, law enforcement body or other related third party of suspected breaches or violations of Applicable Law and to comply with any directions or orders issued by such third parties.

11. Limitation of Liability

Users hereby acknowledge and agree that the FineFinds Platform and its features are provided on an AS IS and AS AVAILABLE basis without any express or implied representation, warranty or guarantee of any kind – including, without limitation, in respect of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. Without prejudice to the generality of the foregoing, FineFinds also makes no express or implied representation or warranty that the functionality of the Platform will be uninterrupted, secure or error free, that its features will meet any User’s specifications, needs or requirements, that it will be compatible with any software or system, or that the server(s) and systems that make it available shall be free of viruses or anything else which may be harmful or destructive.

Users further acknowledge and agree that FineFinds reserves the absolute right to suspend and/or shut down all or any part of the Platform and/or its features, with or without prior notice, for the purpose of carrying out maintenance and/or upgrades from time to time.

WITHOUT PREJUDICE TO THE DISCLAIMERS PROVIDED FOR ABOVE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FINEFINDS, INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES BE LIABLE TO ANY USER (WHETHER BASED IN CONTRACT, TORT, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE FINEFINDS PLATFORM OR ITS FEATURES – HOWSOEVER ARISING INCLUDING BY NEGLIGENCE, EVEN IF FINEFINDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT PREJUDICE TO THE ABOVE LIMITATION(S), IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF FINEFINDS TO A USER (OR PARTY CLAIMING THROUGH A USER), ARISING FROM OR RELATING TO THESE TERMS OF USE, THE FINEFINDS PLATFORM AND/OR ITS FEATURES, OR FROM THE USE OF OR INABILITY TO USE THE ABOVE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY SUCH USER TO FINEFINDS DURING THE PRECEDING THREE (03) MONTH PERIOD. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE FINEFINDS PLATFORM SHALL BE SOLELY AND EXCLUSIVELY AT YOUR OWN RISK.

12. Indemnification

Each and every User hereby acknowledges, undertakes and agrees to indemnify and hold FineFinds, its affiliates, officers, agents, employees, resellers, licensors, licensees and other representatives, harmless from any claim, demand, loss, expense and damages – including without limitation, reasonable legal fees and the cost of enforcing this indemnification provision, arising out of, resulting from or connected to:

• (i) any breach or violation by such User of these Terms of Use; or
• (ii) any act or omission of negligence or willful misconduct by such User.

13. Dispute Resolution

These Terms of Use shall be governed by and construed in accordance with the laws of the Democratic Socialist Republic of Sri Lanka.

You acknowledge and agree that, where any doubt, dispute, controversy or claim arises from, out of or in connection with the FineFinds Platform, your Account, or these Terms of Use or in the interpretation, validity, operation or breach thereof (hereinafter referred to as a “Dispute”), you shall endeavor to settle such Dispute amicably with FineFinds through mutual discussions.

In the event that such parties are unable to resolve it through mutual discussion within Thirty (30) days of notice being given of such Dispute (hereinafter referred to as the “Negotiation Period”), such Dispute shall be referred to the Institute for the Development of Commercial Law and Practice for arbitration and settled in accordance with the Rules of the Arbitration Centre of the Institute for the Development of Commercial Law and Practice (hereinafter referred to as “ICLP”). The place of the arbitration shall be Colombo, Sri Lanka. The proceedings of arbitration shall be in the English language. The arbitral tribunal shall consist of one (01) arbitrator who shall be mutually agreed upon by and between the parties in dispute – provided, however, that, where such parties cannot agree upon an appointment within Fourteen (14) days of the expiry of the Negotiation Period, then – the Parties hereby authorize ICLP to nominate and appoint an arbitrator on their behalf. The Parties agree that any award by the ICLP shall be final and conclusive and be enforceable against them in any competent court of law.

Any such arbitrator appointed under and in terms of this Clause may not consolidate more than one User’s claim, and may not otherwise preside over any form of class or representative proceeding or claims (such as a class action or consolidated action) unless FineFinds specifically agrees thereto in writing following the initiation of the arbitration.

14. Miscellaneous

All communications from FineFinds to a User shall be made either:

• (a) by electronic mail to the email account saved on record for such User’s Account; and/or
• (b) by post to the physical address saved on record for such User.

Unless otherwise specified in these Terms of Use, any communication or correspondence with FineFinds should be directed to [email protected].

In the event that any of the provisions contained in these Terms of Use are found to be invalid, unlawful or unenforceable, the Parties agree:

• (i) to modify this Agreement so as to give effect to the original intent of the Parties as expressed herein as closely as possible and to the fullest extent permitted by Applicable Law; or failing which
• (ii) that such terms shall be severable from the remaining terms, which shall continue to be valid and enforceable.

Except as otherwise explicitly and unambiguously provided for in these Terms of Use, all your rights and obligations hereunder are personal to you and may not be assigned or transferred, wholly or in part, without the prior written consent of FineFinds.

You further acknowledge and agree that these Terms of Use, which constitute a legally binding agreement entered into by and between FineFinds and you (as a User), may be executed and entered into by electronic signature (including, but not limited to, via clickwrap or clickthrough agreement), which shall be considered an original signature for all intents and purposes and shall have the same force and effect as an original “wet-ink” signature by you.