Umbrela

1. Scope

This Terms of Conditions of service (“Agreement”) constitutes a legally binding contract between you (“User”, “Client”, “Property owner”, “Professional”, “Advertiser “and “Thirdparty shops / venders) and Umbrela Solutions (Private) Limited. By accessing, registering, or utilizing the web platform, applications, or related online services (collectively, the “Services”), you explicitly agree to be bound by all terms, conditions, policies, and operational rules contained herein. If you are entering into this Agreement on behalf of a corporate entity or legal organization, you represent and warrant that you possess full authority to bind such entity.

2. Purpose

Umbrela Solutions operates exclusively as a digital platform for information sharing, networking and listings. enabling Property owners (“Clients”) registered professionals (“Professionals”) and third-party advertisers (“Advertisers”) to connect, identify project opportunities, promote products or services, and contract for architectural, design, engineering, and construction-related services. Umbrela neither performs, delivers, nor employs individuals to perform architectural , construction or advertising services. Umbrela does not direct, control, supervise, or manage Professionals or Advertisersin the performance of their contractual work or delivery of advertised offerings.

Marketplace scope includes shop owners and businesses offering construction materials, products, and technical services. Umbrela does not endorse, supervise, direct, control, or monitor any offers, products, or service delivery.

Users acknowledge that Umbrela acts solely as an independent platform provider. Users are solely responsible for:

a)Evaluating, screening, and determining the suitability of any project, proposal, Client, Professional, or Advertiser;
b)Negotiating, drafting, and executing the specific terms of Service Contracts;
c)Verifying project credentials, quality standards, site suitability, and statutory building compliance; and
d)Monitoring and enforcing performance standards under individual Service Contracts.

3. Account Registration

To access platform functionality, users must complete account registration. Account registration is subject to formal approval by Umbrela. By registering, you represent and warrant that:

a)You are a legal entity or an individual at least 18 years of age capable of entering into binding legal contracts;
b)All information provided in your profile is complete, truthful, accurate, and kept up-todate;
c)For Professionals and Advertisers offering services, you hold and maintain all valid licenses and professional registrations relevant to your field.

Providing false, misleading, or fraudulent information regarding your identity, location, credentials, or licensing constitutes a material breach of this Agreement, resulting in immediate account termination. Umbrela shall not be held liable or responsible for any false, misleading, or inaccurate information submitted or represented by User, Client, Property owner, Professional, Advertiser and Third-party shops / venders regarding their professional qualifications, credentials or advertisements and listings. Users authorize Umbrela to conduct independent inquiries, credential verification, and government document validation at any time.

4. Service Contracts Between Users

When a client accepts a project bid or proposal from a Professional, they may enter into a direct Service Contract with each other. Umbrela is not a party to any Service Contract and assumes no contractual, agency, joint venture, or employment relationship with any Client or Professional. The enforcement, deliverables, timing, and quality of work under a Service Contract remain strictly between the Client and Professional.

5. Intellectual Property Rights

Umbrela retains all right, title, and interest in and to the platform, including proprietary design, code, logos, trademarks, and service marks owned by Umbrela.

Users and Professionals retain all ownership and intellectual property rights in and to the User Content, structural designs, architectural drawings, and visual media they upload or share on the platform. Users are solely responsible for ensuring they possess the necessary rights and permissions before publicly sharing any content or media on our platform.

By submitting, uploading, or posting proposals, structural designs, communications, advertisements or project media (“User Content”), users grant Umbrela a non-exclusive, worldwide, royalty-free license to use, host, store, and process such Content solely for the purpose of operating, improving, and optimizing platform Services.

Umbrela may automatically apply a watermark to uploaded visual media to deter unauthorized copying. However, Umbrela assumes no responsibility or liability if third parties’ access, download, copy, or use such publicly shared information or media.

Members agree that uploaded Content may be presented through Umbrela's partner sites and promotional channels under identical terms.

6. Payment Terms

All monetary transactions, project milestone deposits, and service fees on Umbrela are processed securely via a payment gateway provider. Users agree that all deposited funds and platform charges are non-refundable except as specifically provided in the Refund Policy.

For a mandatory period of three (3) months from the initial contact or relationship establishment on Umbrela (“Non-Circumvention Period”), users agree to make and receive all payments for work arising from that relationship exclusively through the Umbrela platform. During this period, users shall not:

a)Offer, solicit, or accept payments outside the platform for architectural or construction work identified on Umbrela; or
b)Share direct contact information (such as personal phone numbers, email addresses, external messaging handles or any payment information) before a formal Service Contract is initiated on the platform.

7. Warranties & Limitation of Liability

The Services are provided on an “AS IS” and “AS AVAILABLE” basis. Umbrela explicitly disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, architectural accuracy, and non-infringement.

To the maximum extent permitted under applicable law, Umbrela Solutions (Private) Limited, its directors, officers, employees, and agents shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages, losses, or costs arising out of or in connection with:

a)Your use of, or inability to access or use, our website, applications, or Services;
b)Delays, disruptions, server outages, errors, or inaccuracies in platform transmission;
c)Viruses, malicious code, or software glitches obtained through platform access or hyperlinked third-party sites;
d)Hardware, device, or network damage resulting from platform usage;
e)The conduct, actions, omissions, or project work of third parties (including Property owners, architects, engineers, specialists, construction contractors or advertisers);
f)Account suspension, termination, or administrative action taken by Umbrela; or
g)Reliance on project postings, user profiles, ratings, recommendations, composite metrics, advertisments or professional feedback published on the platform.

8. User Indemnification

You agree to defend, indemnify, and hold harmless Umbrela Solutions (Private) Limited, its officers, directors, shareholders, employees, and representatives from and against any liabilities, claims, suits, demands, damages, losses, fines, penalties, and legal costs (including attorney fees) arising from or related to:

a)Your breach or violation of any provision of this Agreement;
b)Your performance or non-performance under any Service Contract executed with another user;
c)Your violation of any applicable local or international law, statutory building code, or third-party intellectual property rights; or
d)Misrepresentations, fraud, or intentional misconduct committed through your Account.

9. Termination

Either party may terminate this Agreement at any time upon written notice. However, if you have active project contracts, you remain fully bound such commitments until all projects are formally closed, deliverables are fully submitted or handed over, and all outstanding payments and financial obligations are settled. Upon account termination, access rights are revoked, but all liability waivers, indemnities, and dispute resolution provisions survive.

10. Governing Law & Dispute Resolution

This Agreement, its construction, and any claims or disputes arising out of or relating to platform operations shall be governed by laws of the Democratic Socialist Republic of Sri Lanka.

In the event of any dispute, claim, or controversy between a User and Umbrela, the parties agree to resolve the matter through good-faith informal negotiations within a period of thirty (30) days; If informal negotiations fail, the dispute shall be referred to and finally resolved by binding arbitration in Sri Lanka under the rules of a recognized Sri Lankan arbitration body. The award rendered by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.