TERMS & CONDITIONS

Disclaimer

Your use of the website available at www.earnnest.me (“Website”) and the Services provided to you through the Website is subject to these terms and conditions (“Terms and Conditions”). The term Earnnest (hereinafter referred to as “Earnnest” or “we” or “us”) includes Certus Investment Management Private Limited, Certus Capital Private Limited, Maxim Capital Advisors LLP and their respective affiliates. The term “you” refers to the user or viewer of the Website. Please ensure that you read all the terms of the Terms and Conditions carefully before proceeding with use of the Website.

We reserve the right to change, modify, add or remove portions of the Terms and Conditions at any time for any reason. In case any changes are made in the Terms and Conditions, we shall update the same on this page. Users are advised to periodically review this page for the latest terms and conditions, and Earnnest undertakes no responsibility to notify users of any changes made to the Terms and Conditions.

1. Scope of Service offered on the Website

Earnnest is a digital platform that sets out investment opportunities and facilitates communication between you and the issuer of the security (“Issuer”) as well as persons who may be desirous of selling securities held by them (“Seller”) (“Service(s)”). Through the Website, Earnnest shall provide to you the following Services: (a) facility to view investment opportunities and review the documents and information pertaining to such opportunities; (b) provision of a dashboard to enable you to view the periodic updates on investments made by you. Earnnest does not solicit investments in the investment opportunities through the Website but only acts as a link between you and the Issuer/ Seller. 

2. Capacity to use Website

Use of this Website is only available to those above the age of 18 and shall not include any person incompetent to contract in terms of the Indian Contract Act, 1872 including persons of unsound mind and insolvents. In case you are a minor desirous of using the Website and the Services offered by us on the Website, you may do so through your legal guardian.

3. Use of Website

You can access the Website without registering for an account. However, to use several features, you will need to register and create a profile with accurate and complete information. You agree that the personal information furnished by you for the purpose of your registration on the Website shall be used by the Company in accordance with its Privacy Policy.

Earnnest shall not be held responsible for any reason whatsoever if the information furnished by you is incorrect at any point in time. In the event your registered account on the Website has been compromised to an unauthorised person, you shall immediately notify us of such compromise or unauthorised access. Earnnest shall not be responsible for verifying your identity every time you effect an action on the Website, and shall assume that any and all actions taken from your registered account on the Website are taken by you.

You shall not misuse our Website by introducing any virus or other digitally harmful material that holds the potential to attack the Website and hinder the provision of Services on the Website in any manner. 

4. Earnnest’s limited role

You agree that Earnnest is merely displaying details of investment opportunities and not making any warranty, guarantee and/or other commitment and /or providing any advice in relation thereto and should not be construed as a recommendation to invest, financial planning or advice of any kind.  The information contained on this Website is not intended to and does not constitute an offer, solicitation, inducement, invitation or commitment to purchase, subscribe to, provide or sell any securities, service or product or to provide any recommendations on which visitors to this website should rely for financial, securities, investment or other advice or to take any decision based on such information. The investment opportunities may be subject to various risks including, without limitation, market risks and the risk of a total loss of capital. You are advised to undertake such investments after carefully reviewing all relevant documents, assessing all risks and carrying out appropriate consultations with your own legal, financial, personal and/ or any other advisors prior to effecting an investment.

No assurance is given by Earnnest that any visitors of the Website will achieve their investment objective or receive their capital and/or any return thereon. Earnnest shall not be responsible for the Issuer’s performance of its obligations towards you. We do not guarantee any action of the Issuer including, in respect of payment of the principal or interest on the opportunity you invest in. Any and all events of default committed by the Issuer towards you shall be dealt with in accordance with the terms agreed upon between you and the Issuer.

Earnnest makes no representation, warranty (expressed or implied), or guarantee as to the quality, accuracy, completeness, performance of any information contained on this Website or delivered to you by e-mail or any other forms of communication. The information on the Website is sourced from various sources, including, without limitation, the public domain, industry specific reports and the Issuer. Thus, the information on the Website cannot be construed to be entirely accurate and should not be solely relied on for making investment decisions. We reserve the right to change, modify, add or remove portions of any information on the Website at any time for any reason. Users are advised to periodically (and especially prior to making any investments) review the latest information on the Website, and Earnnest undertakes no responsibility to notify users of any such changes.

You understand and agree that the information extended to you on telephonic calls by our representatives upon receipt of a request from you is solely for the purpose of resolving any technical difficulties faced by you on the Website.

You understand that Earnnest receives fees from the Issuer for originating investment opportunities on the Website and / or providing any other services to the Issuer.. These fees could be in any form and paid either prior to, at or after closing of any issue and may include fees payable on an ongoing basis.

5. Financial transaction

The transfer of funds in regard of any investment made by you through this Website will be
initiated and consummated between you and the Issuer/ Seller.

All financial transactions initiated on this Website shall be concluded between you and the Issuer/ Seller directly. Earnnest shall not be liable/ responsible in any manner whatsoever for the settlement / execution/ conclusion or consummation of any financial transactions. All transactions between you and the Issuer/ Seller shall be in terms of the definitive documents and/ or contractual agreements executed between you and the Issuer/ Seller.

In case of engagement of a payment gateway by Earnnest which is integrated with the Website to provide ease of making payment by you in favour of the Issuer/ Seller, any utilisation thereof shall be basis terms agreed upon between you and such payment gateway appointed and Earnnest shall not in any manner be responsible or involved with respect to your transfer of funds to the Issuer/ Seller.

6. Communication between you and the Issuer/ Seller

Earnnest is not an agent of the Issuer/ Seller, and shall not be responsible for any interactions between you and the Issuer/ Seller in connection with your investment.

Furthermore, any and all disputes or grievances between you and the Issuer/ Seller shall be resolved on such terms as are agreeable between you and the Issuer/ Seller. Earnnest and its employees, agents, associates shall not be responsible for resolving any such disputes.

7. Our commercial relations with other parties

Any of Certus Investment Management Private Limited, Certus Capital Private Limited, Maxim Capital Advisors LLP and their respective affiliates shall be free to enter into contractual relationships of a commercial nature with any third-party, including, without limitation, any of the Issuers whose investment opportunity may be set out on the Website and/ or the Sellers. You acknowledge and agree that such contractual relationships entered into by any of these entities are independently entered into by the concerned entity and shall have no bearing on our operations carried out on this Website.

8. Third-Party Websites

Earnnest makes no representations about any third party website(s), which may be accessed through the Website. Each such third-party website is independent from Earnnest and Earnnest does not warrant the accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose of the information contained on such websites. Earnnest is not responsible for the security, content, or privacy policies of any other website, including any website through which visitors may have gained access to our Website, or to which visitors may gain access from our Website. You acknowledge and agree that the provision of a hyperlink on the Website to such third party websites does not mean or imply that Earnnest endorses or accepts responsibility for the content or the use of such linked websites. 

9. Forward-Looking Statements

This Website includes statements that are, or may be deemed to be, “forward looking statements”. These forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts or past events. Forward–looking statements by their nature address matters that are, to different degrees, uncertain. These uncertainties may cause the actual future results to be materially different than those expressed in the forward‐looking statements. We do not undertake to update the forward‐looking statements. We caution you that reliance on any forward‐looking statement involves risk and uncertainties, and the underlying assumptions of such forward-looking statements could prove to be inaccurate and, as a result, the forward‐looking statement based on those assumptions could be materially incorrect. 

10. Indemnity

You shall defend, indemnify and hold Earnnest and its employees, officers, directors, shareholders, representatives and agents, harmless from and against all costs, liabilities, claims, charges, damages, losses and expenses of any kind including, without limitation, legal fees arising as a result of or in connection with the breach of any of the terms of these Terms and Conditions by you, your failure to comply with applicable law and/ or your wilful misconduct or fraudulent, improper, negligent act or omission.

In no event shall Earnnest or its officers, directors, employees or agents be liable to you or any third party for any special, incidental, direct, indirect, consequential or punitive damages of any kind or any damages whatsoever including but not limited to, loss of use, data, or profits, whether or not Earnnest is advised of the possibility of damage in connection with, caused by, or arising from the use of the Website or any other website linked to this Website, or from any delays, inaccuracies, errors, omissions in or infringement by, or from any use of or reliance on the information available on this Website.

11. Refunds / Cancellations

Any amounts paid by the investors on the Website towards Earnnest in the form and nature of a security deposit pursuant to executing the expression of interest with Earnnest in relation to a particular deal, shall be refundable in the event the investment is consummated between the issuer and the investor. However, such security deposit may or may not be refunded or may be partially refunded depending on the terms of the expression or interest in the event the investor withdraws its interest in investing in the concerned opportunity.

12. Intellectual Property

Unless otherwise expressly noted, all content included on this Website, including, without limitation, images, logos, articles and other materials, are protected by copyrights, and/or other intellectual property owned, controlled or licensed by Earnnest. All trademarks and logos displayed on this Website are the property of their respective owners, who may or may not be affiliated with Earnnest. Visitors shall not misuse these trademarks and logos in any manner. Visitors are responsible for complying with all applicable copyright, trademark and other applicable intellectual property laws. We permit visitors to make copies of the content on this Website, for their personal use, as being necessary incidental acts during their viewing of the Website. Visitors can print, for their personal use, as much of the Website as is reasonable for private purposes. All other use, reproduction, copying, or making derivative works, is strictly prohibited.

13. Compliance with applicable law

Notwithstanding anything to the contrary contained herein, Earnnest shall have no obligation and responsibility to ensure that the investment opportunity floated by any Issuer on the Website is compliant with any applicable law including, without limitation, Companies Act, 2013 and the provisions thereunder. It shall be the sole responsibility of the Issuer to ensure that the investment opportunity is not in violation of any applicable law, and that the communication with investors on this Website in regard of the investment is in compliance with applicable law.

Each Issuer is entitled to only display such investment opportunity on the Website which is proposed to be effected on a private placement basis and it shall be the sole responsibility of the Issuer to ensure the same and Earnest shall be not be responsible to verify and/ or monitor compliance by the Issuer of any such terms.

14. Governing Law 

The Terms and Conditions and your relationship with Earnnest shall be governed by and construed in accordance with the laws of India. Visitors agree that in respect of any dispute or action at law or in equity arising out of or relating to these terms or any visitor’s use of this Website, only the courts and tribunals of Mumbai, India shall have exclusive jurisdiction, and visitors hereby consent and submit to the personal jurisdiction of such courts for the purposes of any such dispute or action.

Since this Website may be accessed by visitors in countries outside of India, we make no warranties that materials on this Website are appropriate or available for use in your country of origin. If it is illegal or prohibited in your country of origin to access or use this Website, then you must not access this Website. If you choose to access this Website outside India, Earnnest is not responsible for compliance with any local laws or regulations.

15. Acceptance of the Terms

In order to avail the Services offered by us on the Website, you must first agree to the Terms and Conditions. At the time of your registration on the Website, you will be prompted to signify your acceptance to the Terms and Conditions. Such significance of acceptance by you shall be a valid acceptance of the Terms and Conditions.

16. Access and Variation

Earnnest reserves the right to disable or restrict your access if, in its opinion, you have failed to comply with any of the conditions of these Terms and Conditions or for any other reason, in its discretion. Earnnest shall not be obligated to provide any reason for such action. The Terms and Conditions shall continue to bind you for as long as you are registered on the Website.

Earnnest also reserves the sole right to vary the provisions of these Terms and Conditions from time to time by amending this page on the Website, without providing any prior notice to the visitors, and visitors shall have the obligation to check it from time to time to note any changes made.