1. Definitions

• “Client” means any individual, company, or entity that engages the Company for its services.
• “Services” means all outsourcing services offered by the Company including but not limited to business process outsourcing (BPO), IT support, back-office operations, customer service management, human resource outsourcing, data processing, and related professional services.
• “Agreement” means any service agreement, statement of work, or contract entered into between the Company and the Client.
• “Confidential Information” means any non-public information disclosed by either party in connection with the Services.
• “Intellectual Property” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

2. Scope of Services
The Company provides outsourcing solutions tailored to the needs of both individual and corporate clients. The specific scope, deliverables, timelines, and fees for any engagement shall be defined in a separate Service Agreement or Statement of Work (SOW) executed between the parties.
The Company reserves the right to:

• Subcontract any portion of the Services to qualified third-party vendors, provided that the Company remains responsible for the quality of such work.
• Decline or discontinue any Service at its discretion with reasonable prior notice to the Client.
• Modify the scope of Services upon mutual written agreement.

3. Client Obligations
As a Client, you agree to:

• Provide accurate, complete, and timely information, materials, and access reasonably required by the Company to perform the Services.
• Designate an authorized representative to liaise with the Company’s team.
• Review and approve deliverables within mutually agreed timelines.
• Comply with all applicable laws and regulations in connection with your use of the Services.
• Refrain from using the Services for any unlawful, fraudulent, or unethical purpose.

4. Fees and Payment
All fees for Services shall be as set forth in the applicable Service Agreement. Unless otherwise agreed in writing:

• Invoices are payable within thirty (30) days of the invoice date.
• The Company reserves the right to charge interest at 1.5% per month on overdue balances.
• The Company may suspend Services without liability if payment is not received within forty-five (45) days of the invoice date.
• All fees are exclusive of applicable taxes including VAT, withholding tax, or any other statutory levies, which shall be borne by the Client.

5. Confidentiality
Both parties acknowledge that during the engagement, each may have access to Confidential Information of the other. Each party agrees to:

• Hold all Confidential Information in strict confidence and not to disclose it to any third party without prior written consent.
• Use Confidential Information solely for the purpose of performing obligations under the Agreement.
• Implement reasonable security measures to protect the other party’s Confidential Information.

This obligation of confidentiality shall survive the termination of any Agreement for a period of five (5) years. It shall not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order.

6. Intellectual Property Rights
Unless otherwise agreed in writing:

• All pre-existing intellectual property of either party remains the exclusive property of that party.
• Deliverables created specifically for the Client and fully paid for shall become the property of the Client upon receipt of full payment.
• The Company retains the right to use general methodologies, tools, templates, and know-how developed during the engagement for future client work, provided no Confidential Information of the Client is disclosed.

7. Warranties and Representations
The Company warrants that:

• It has the authority to enter into agreements and provide the Services.
• IServices will be performed with reasonable skill, care, and professionalism.
• IIt will comply with applicable laws of Sri Lanka in the delivery of Services.

THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, BEYOND THOSE EXPRESSLY SET OUT IN AN AGREEMENT.



8. Limitation of Liability
To the fullest extent permitted by applicable law:

• The Company’s total aggregate liability to the Client for any and all claims arising out of or in connection with the Services shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
• Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages.

9. Termination
Either party may terminate a Service Agreement:

• For convenience, upon thirty (90) days’ written notice to the other party.
• Immediately, upon written notice, if the other party materially breaches the Agreement and fails to cure such breach within fifteen (30) days of receiving written notice of the breach.
• Immediately, upon written notice, if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or liquidation proceedings.

Upon termination, the Client shall pay for all Services rendered up to the effective date of termination. Provisions relating to confidentiality, intellectual property, limitation of liability, and governing law shall survive termination.


10. Force Majeure
Neither party shall be in breach or liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemics, civil unrest, power failures, or internet outages. The affected party must notify the other promptly and use commercially reasonable efforts to mitigate the impact.


11. Dispute Resolution
The parties shall attempt to resolve any dispute arising from these Terms through good-faith negotiation. If the dispute is not resolved within thirty (30) days, it shall be referred to mediation under the rules of the Sri Lanka National Arbitration Centre. If mediation fails, disputes shall be finally resolved by binding arbitration in Colombo, Sri Lanka.


12. Governing Law
These Terms and all Agreements shall be governed by and construed in accordance with the laws of Sri Lanka, without regard to its conflict of laws principles. The courts of Sri Lanka shall have exclusive jurisdiction over any matter not subject to arbitration.


13. Amendments
The Company reserves the right to update these Terms at any time. Updated Terms will be posted on the website with a revised effective date. Continued use of the Services after such changes constitutes acceptance of the revised Terms. For existing Agreements, material changes require written consent from both parties.


14. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.


15. Entire Agreement
These Terms, together with any applicable Service Agreement or SOW, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings.


16. Contact Information
For any inquiries regarding these Terms, please contact us at:
Ceylon Knowledge Services Pvt Ltd
Email: [email protected]
Website: www.ceylonknowledge.com
Jurisdiction: Sri Lanka