Last updated on 30-10-2021
The Service Provider is hereby engaged by the Client to provide and perform all services as stipulated in this contract and other secondary services, that may not be stipulated herein, provided that those secondary services may be reasonably construed to be a part of the services required of the service provider.
The Service Provider hereby agrees to provide to the Client the following services (hereinafter referred to as the “Services”) and other secondary services (hereinafter referred to invariably as “secondary services”, or “supporting services”) as may reasonably be construed to be required in the fulfillment of the services as expounded in the list below.
1.2.1 A detailed summary of the services provided to the Client can be seen in Schedule 01 of this Agreement.
1.2.2 This shall form the collective services provided to the Client by the Service Provider:
1.2.3 Development of Website(s).
The service of planning, designing, developing, and implementation of static and dynamic websites for the Client and in consultation with the client
1.2.4 Development of Custom Software(s).
The service of researching, planning, designing, developing, and implementing custom software solutions based on the Client’s needs in consultation with the client
1.2.5 Development of Mobile Application(s).
The service of planning, designing, developing, and implementation of both android and iOS mobile applications in consultation with the client.
1.2.6 Social Media Marketing.
The service of planning, designing, and implementing marketing strategies enabling the Client’s branding on social platforms.
1.2.7 Offshore Development
The service of recruiting, training, and implementing development teams as an extended arm of the Client’s business’ core technical team.
1.3 The parties acknowledge that the services to be provided by the Service Provider to the Client were clearly discussed between both parties prior to the signing of this agreement.
1.4 The parties acknowledge that Schedule 01 lays out a comprehensive understanding of the obligations of the Service Provider to the Client. Nonetheless, the parties also agree that;
1.4.1 Changes may be made to the services as laid forth in Schedule 01 upon the mutual agreement of both parties, in writing.
1.4.2 Changes to the System Specific Requirement (SSR) may result in changes to the timeline and pricing.
1.5 The Service Provider agrees to work, bona fide, in the best interest of the Client and provide reasonably satisfactory services to the Client based on the information communicated.
1.6 Representation and Warranty.
The Client, and/or his agents represent and warrant to the Service Provider that the services commissioned from the Service Provider are legal and not subject to infringements of any form. In the event that the services commissioned are found to be in breach and/or infringement of any legal, and/or other regulation the Client shall accept full liability for such infringement in a civil and/or criminal capacity.
“Timeline” shall be defined as the time taken to complete a single commissioned service from the Service Provider on behalf of the Client (hereinafter referred to as a “Project”). Such timeline may be enumerated into specific slots of time with stipulated activities to be completed by set dates and shall be circulated to and shall be agreed upoun by both parties.
2.1.1 The Client shall agree to the timeline supplied by the Service Provider and shall not require the Service Provider to expedite completion of the project unless mutually agreed upoun by both parties.
2.1.2 The Service Provider shall provide to the Client a timeline for projects that is within reason and subject to objective industry standards.
2.1.3 Should the Client require a change in the ‘System Specific Requirement’ (SRS), then the timeline shall be subject to reasonable alteration to accommodate such request at the convenience of both parties and mutually agreed upoun in writing between the parties.
2.1.4 The Service Provider shall not be held liable for delays arising from the actions and/or omissions of the Client and/or any event that may reasonably understand to be an unforeseeable circumstance(s), and/or (a) force majeure that render it inadvisable, commercially impracticable, illegal, or impossible to meet the stipulated deadline.
2.1.5 In the event of the services being exclusively social media related, ‘Timeline’ shall refer to the period during which the service provider is contracted to provide social media support.
2.1.1 The Client shall only be afforded ten (10) revisions and/or changes, at no additional cost, to the content of the project both during and after the project has concluded.
2.1.2 In the event that the project concerns the designing of corporate logos and/or branding, a maximum of five (05) revisions shall be provided to the Client at no additional cost.
2.1.3 A fee (LKR/USD) shall be levied from the Client for each additional revision and/or change not covered in Clauses 2.2.1, and 2.2.2 above.
2.1.4 In the instance the Client has commissioned more than one project, the provisions of Clause 2.2 shall be read to refer to each individual project.
184.108.40.206 The Client shall not be permitted to transfer or use intermittently the permitted revisions between multiple projects.
220.127.116.11 No exceptions to the provisions of Clauses 2.2.4 and 18.104.22.168 shall be made.
3.1 A detailed summary of the remuneration and payment due to the Service Provider from the Client at each stage of the provision of the service may be seen in Schedule 2 of this agreement.es and shall be circulated to and shall be agreed upoun by both parties.
3.2 A The remuneration and payment may be subject to change if;
3.2.1 The Client requires additional services to be provided by the Service Provider and such additional service and remuneration due is agreed upoun by both parties in writing.
3.2.2 Changes are made to the System Specific Requirement (SRS) by either party and the change in remuneration and payment is agreed upoun by both parties in writing.
3.3 The Service Provider shall not be expected to commence work on any project until the receipt of advance payment as stipulated in Schedule 02 of this agreement.
3.4 The Service Provider shall be excused of any and all liability resulting from a delay in the payment of dues as stipulated in Schedule 02 of this agreement and/or additional payments due arising from obligations created in line with this agreement.
4.1 For the purpose of this Agreement, the term "Work Product" shall mean all work product generated by the Service Provider, solely or jointly with others in the performance of the Services, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.
4.2 The Service Provider agrees to assign and does hereby assign to the Client all right, title, and interest in and to the Work Product as may be reasonably required by industry standard and the nature of the services provided.
4.3 All Work Product shall be the sole and exclusive property of the Client and the Service Provider will not have any rights of any kind whatsoever in such Work Product, except as it may be reasonably permitted to use and/or any other privileges to the Work Product afforded to the parties at the initiation of the project.
4.4 The Service Provider agrees, at the request and cost of the Client, to promptly sign, execute, make and do all such deeds, documents, acts, and things as the Client may reasonably require or desire to perfect Company's entire right, title, and interest in and to any Work Product.
4.5 The Service Provider shall not be held liable for any infraction resulting from the actions and/or omissions of the client and/or its agents.
4.6 The Client shall be solely liable for any liability arising from work product that infringes upoun the copyrights and/or intellectual property, etc. of another entity.
4.7 The Service Provider shall not be held liable for any infractions arising from misrepresentation and/or a lack of knowledge on the part of the Client concerning work product and/or other resources and the trademark, copyrights, intellectual property, patents, et al. of another entity.
5.1 For the purpose of this Agreement the term “Confidential Information” shall mean the Work Product and any and all confidential information relating to the Client’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Client either directly or indirectly in writing, orally or visually, to the Service Provider. Confidential Information does not include information which:
5.1.1 is in or comes into the public domain without breach of this Agreement by the Service Provider,
5.1.2 was in the possession of the Service Provider prior to receipt from the Client and was not acquired by the Service Provider from the Client under an obligation of confidentiality or non-use.
5.2 It shall be the responsibility of the Client to specify to the Service Provider information that shall be considered confidential, except for that information that might be reasonably construed to be within what is reasonably understood to be ‘confidential information.
5.3 Obligations of Non-Disclosure and Non-Use.
5.3.1 Unless otherwise agreed to in advance and in writing by the Client, the Service Provider will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party.
5.3.2 The Service Provider may disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement.
5.4 Return of Confidential Information.
5.4.1 Upon the termination or expiration of this Agreement for any reason, or upon Client’s earlier request, the Service Provider will deliver to the Client all of the Client’s property or Confidential Information in a tangible form that the Service Provider may have in its possession or control.
5.4.2 The Service Provider may retain one copy of the Confidential Information in its legal files.
6.1 This Agreement shall commence on the Effective Date and shall remain in effect until the completion of the Services or the earlier termination of this Agreement as stipulated herein.
6.2.1 UThis Agreement may be terminated by the mutual consent of both parties, provided that such consent is provided in writing.
6.2.2 This Agreement may be terminated by either Party by giving fourteen (14) calendar days written notice of such termination to the other Party in the event of a material breach by the other Party. Material Breach shall be any breach that can reasonably be construed to be such in accordance with the provisions of this agreement.
6.3 Effect of Termination.
Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.
7.1 Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
7.2 The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.
7.3 In the event the interruption of the excused Party’s obligations continues for a period in excess of fourteen (14) calendar days, either Party shall have the right to terminate this Agreement upon five (5) calendar days’ prior written notice to the other Party.
8.1 Each of Company and Agent agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except:
8.1.1 to its advisors, attorneys, or auditors who have a need to know such information,
8.1.2 as required by law or court order,
8.1.3 as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or ,
8.1.4 as may be required in connection with the enforcement of this Agreement.
9.1 This Agreement shall be governed by and construed in accordance with the laws of the Democratic Socialist Republic of Sri Lanka, without giving effect to any choice of law or conflict of law provisions. The Parties consent to the exclusive jurisdiction and venue in the courts of the Democratic Socialist Republic of Sri Lanka.
9.2 No party to this Contract shall seek litigation without first seeking arbitral remedy and completing arbitration.
10.1 Where applicable the Service Provider shall have liability limited to the maximum extent permitted by the law.
11.1 This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.
11.2 No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.
12.1 Provisions in this agreement that by their nature extend beyond the termination of this Agreement shall survive the termination of this Agreement.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.