Surplus.lk TERMS AND CONDITIONS

(1)   INTRODUCTION

These terms and conditions govern your use of this website. By using this website, you agree to all these terms and conditions in full. Please read them carefully.

If you do not wish to be bound by any of these terms and conditions, you may not therein access this website or use this service. Failure to use this website in accordance with the following terms and conditions may subject you to Civil and Criminal penalties. Furthermore, in the event upon which you utilize this website in a manner which is inconsistent with these terms and conditions, Surplus Web Portal (Pvt) Ltd (hereinafter called and referred to as “Surplus”) shall also have the right to terminate your access, block your future access and/or seek such additional reliefs as the circumstances of your misuse shall deem fit.

Surplus shall reserve the right to modify these terms and conditions relating to the use of this website at any time, effective upon posting of an updated version of these terms and conditions on the website. You shall be responsible to regularly review these terms and conditions periodically and be aware of such modifications. Your continued access and/or use of this website shall be deemed your conclusive acceptance of the modified terms and conditions of this website.

All the advertisers and users of this website are solely responsible for ensuring that their advertising information, text, images, graphics, videos updated on the surpuls.lk website shall duly conform with all the applicable laws. Surplus shall assume no responsibility and/or liability for any unlawfulness or any error with regards to any of the contents and/or does not endorse, unless expressly stated, any content created or published by any advertiser and user. You expressly agree that your use of this website is at your sole risk.

Surplus provides e-commerce platforms for updating information between buyers, sellers or renters of products and services. However, Surplus does not represent either the seller or the buyer in specific transactions. Thereby the actual contract for sale is herein directly between the seller and the buyer. Surplus shall not be made liable to or responsible at any stage whatsoever with regards to the quality, safety, lawfulness or availability of the products, information or services offered for sale on the website or the ability of the sellers or buyers to complete a purchase.

(2)   LICENSE TO USE THE WEBSITE

Unless otherwise stated, [NAME] and/or its licensors shall own the intellectual property rights in the website and all material on the website.  Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages [or [OTHER CONTENT]] from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions. 

You must not:

  • Copy or republish any material from this website (including republication on another website);
  • Sell, rent or sub-license material from the website;
  • Show any material from the website in public;
  • Reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;]
  • [Edit or otherwise modify any material on the website; or]
  • [Redistribute material from this website [except for content specifically and expressly made available for redistribution].]
  • Specifically remove, obscure, change or alter any copyright, trade mark or any other intellectual property right notice contained and displayed in the original material or from any material copied or printed off from the website.

[Where content is specifically made available for redistribution, it may only be redistributed [within your organisation].]

No part of the website may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Surplus.

You may use the website only as permitted by law. The licenses granted by Surplus shall be terminated if you do not comply with these terms and conditions of use.

(3)   ACCEPTABLE USE

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Surplus express written consent.

[You must not use this website to transmit or send unsolicited commercial communications.]

[You must not use this website for any purposes related to marketing without Surplus express written consent.] 

(4)   USER CONTENT

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to Surplus a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media.  You also grant to Surplus the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or Surplus or a third party (in each case under any applicable law). 

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Surplus reserves the right to edit or remove any material submitted to this website, or stored on Surplus servers, or hosted or published upon this website.

[Notwithstanding Surplus rights under these terms and conditions in relation to user content, Surplus does not undertake to monitor the submission of such content to, or the publication of such content on, this website.]

The “surplus.lk” and the Surplus trademarks and/or trade names may not be used in connection with any other products and/ or services, in any manner that is likely to cause confusion among customers, or in any manner that degrades, disrepute  or discredits Surplus.

(5)   CONFIDENTIALITY

Neither Party shall during the period of the Agreement (save in the proper exercise of its duties) nor at any time thereafter utilise for its own purpose or divulge, publish or reveal to any person any information whatsoever concerning the business organisation, finances, dealings, transactions, or affairs of the other Party and shall use its best endeavours to prevent the disclosure or publication of any such matters by others and shall keep with complete secrecy all confidential information entrusted to it by the other Party and shall not attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the other party or its business or may be likely to do so. Notwithstanding the above, either Party may disclose any such confidential information to the extent:

(a)    that a Party can show such confidential information was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the other Party or to have been developed by or for a Party at any time independently of the information disclosed to it by the other Party;

(b)   it was disclosed or made available to a Party from a source other than the other party without breach by that Party or such source of any obligation of confidentiality or non-use towards the other Party;

(c)    that is disclosed orally unless it is identified as confidential at the time of disclosure and confirmed as such in writing by the other party within 10 days of disclosure;

(d)   that the other Party has given prior written consent to the disclosure (such content not to be unreasonably withheld or delayed); and

(e)    required by law or for the purpose of any judicial proceedings.

On the termination of this Agreement, on request, each Party shall deliver up to the other Party, all documents, papers, notes and other media of any description (including without limitation information on computer related media) in its possession or under its control which solely relate to the affairs of the other party or to property in which the other party has an interest and shall not retain any copies thereof.

(6)   NO WARRANTIES

This website is provided “as is” without any representations or warranties, express or implied.  Surplus makes no representations or warranties in relation to this website or the information and materials provided on this website. 

Without prejudice to the generality of the foregoing paragraph, Surplus does not warrant that:

l  this website will be constantly available, or available at all; or

l  the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes, or is meant to constitute, advice of any kind.  [If you require advice in relation to any [legal, financial or medical] matter you should consult an appropriate professional.]

(7)   LIMITATIONS OF LIABILITY

Surplus shall not be liable to you for any special, indirect or consequential damages or any damages whatsoever, whether in an action of contract, negligence or other  action in tort, arising out of or in connection with the performance of or use of the website and in particular, but without limitation to the following, Surplus specifically excludes all liability whatsoever in respect of any loss arising as a result of in relation to the contents of, or use of, or otherwise in connection with, this website:

l  for any business losses, loss of revenue, consequential losses, loss of income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data;

l  for any loss of any services or your content resulting from delays, non-deliveries, missed deliveries, or service interruptions;

These limitations of liability apply even if Surplus has been expressly advised of the potential loss.

(8)   EXCEPTIONS

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Surplus’ liability in respect of any:

l  death or personal injury caused by negligence;

l  fraud or fraudulent misrepresentation on the part of; or

l  matter which it would be illegal or unlawful for Surplus to exclude or limit, or to attempt or purport to exclude or limit, its liability.

(9)   REASONABLENESS

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable. 

If you do not think they are reasonable, you must not use this website.

(10)           PERSONAL INFORMATION

The usage of all your personal information in the website shall be governed by the Surplus.lk Privacy Notice.

(11)           OTHER PARTIES

[You accept that, as a limited liability entity, that Surplus has an interest in limiting the personal liability of its officers and employees.  You agree that you will not bring any claim personally against Surplus’ officers or employees in respect of any losses you suffer in connection with the website.]

[Without prejudice to the foregoing paragraph,] you agree that the limitations of warranties and liability set out in this website disclaimer will protect Surplus’ officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Surplus.   

(12)           STATUTORY COMPLIANCES

Each Party to this Agreement shall be entirely responsible for obtaining necessary regulatory approvals for the implementation of the services to be provided herein and deployment of necessary resources, personnel, equipment and facilities for the provisions of the services herein and shall comply with all statutes as are applicable to it. Neither Party shall be liable in any manner whatsoever for any non-compliance on the part of the other Party of the applicable laws, rules or regulations and in the event of any adverse claim of whatsoever nature arising thereof, the entire burden shall be strictly borne by the non-complying Party.

The Parties shall maintain all requisite records, registers; account books etc. which are obligatory under any applicable law in connection with the provision of these services and shall provide such information as may be required under any law to any authority or statutory body.

(13)           UNENFORCEABLE PROVISIONS

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

(14)           NO ANNOUNCEMENT / PUBLIC STATEMENT

No announcement or public statement concerning the existence, subject matter or any terms and conditions of this Agreement, or its performance, shall be made by you without the prior written approval of Surplus.

(15)           INDEMNITY

You hereby agree to indemnify Surplus and undertake to keep Surplus indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Surplus to a third party in settlement of a claim or dispute on the advice of Surplus  legal advisers) incurred or suffered by Surplus  arising out of any breach by you of any provision of these terms and conditions[, or arising out of any claim that you have breached any provision of these terms and conditions].

(16)           BREACHES OF THESE TERMS AND CONDITIONS

Without prejudice to Surplus’ other rights under these terms and conditions, if you breach these terms and conditions in any way, Surplus may take such action as Surplus deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

(17)           VARIATION

Surplus may revise these terms and conditions from time-to-time.  Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website.  Please check this page regularly to ensure you are familiar with the current version.

(18)           ASSIGNMENT

Surplus may transfer, sub-contract or otherwise deal with Surplus rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions without obtaining the prior written consent from Surplus to do so. 

(19)           SEVERABILITY

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.  If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

(20)           FURTHER ASSURANCE

Each Party agrees to execute, acknowledge and deliver such further instruments, and do all further similar acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

(21)           TERMINATION

Surplus may suspend, vary or terminate the website at any time without prior notice for repair or maintenance work or in order to upgrade or update the website or for any other reason whatsoever.

Surplus may terminate the website or your access to the website with immediate effect  upon breach of any of these terms and conditions contained herein by you, including, and  without limitation to, delayed or non-payment of  any payments due to be settled with Surplus or in the event upon which Surplus ceases to offer the website to its customers for any reason whatsoever.

(22)           FORCE MAJEURE

Surplus shall not be deemed to be in default of any provisions hereof for any delay, failure in performance or interruption of services resulting directly or indirectly from Acts of God or military authority, acts of public enemy, civil disturbance, accidents, fires, explosions, earthquakes, floods or any other natural disaster or any other event beyond the reasonable control of any party (hereinafter referred to as ‘Force Majeure Event/s’) provided that Surplus shall promptly and reasonably issue a notice in writing to the other Party (a ‘Force Majeure Notice’) within 10 days after the said fact had come to their attention, detailing the occurrence of such Force Majeure Event and its anticipated effect upon the performance of the Agreement.

(23)           ENTIRE AGREEMENT

These terms and conditions [, together with [DOCUMENTS],] constitute the entire agreement between you and Surplus in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

(24)           LAW AND JURISDICTION

The laws of the Democratic Socialist Republic of Sri Lanka govern the use of this website and you irrevocably submit to the nonexclusive jurisdiction of the courts of Sri Lanka. Surplus reserves the right to bring proceedings against you in the country of your residence.