Terms & Conditions of Service

“Deliverables” means the software, code, designs, documents, integrations, models, or other materials SYCORAX agrees to produce for the Client under a specific project.

“Estimate” / “Quotation” means any indicative price, price range, or budget figure provided by SYCORAX, including the LKR ranges shown on our website and pricing calculator.

“Statement of Work” (SOW) means the written scope, features, timeline, and price agreed for a specific project.

“Milestone” means a defined project stage tied to a payment instalment.

“Third-Party Services” means any external software, hosting, API, plugin, library, payment gateway, domain, or platform not owned by SYCORAX.

“Acceptance” means the Client’s written approval of a Deliverable, or the lapse of the review period defined in Clause 14 without written objection.

All prices, ranges, and figures displayed on our website, pricing calculator, AI strategist tool, or any preliminary communication are indicative estimates only. They are not a binding offer and do not constitute a fixed quotation.

A binding price is established only in a written quotation or SOW issued by SYCORAX and accepted by the Client in writing.

Quotations are valid for thirty (30) calendar days from the date of issue unless stated otherwise. After this period, SYCORAX may revise pricing without liability.

All prices are quoted in Sri Lankan Rupees (LKR) and are exclusive of applicable taxes, bank charges, currency-conversion fees, and Third-Party Service costs unless expressly stated.

Estimates assume the project scope, assets, and information available at the time of quoting. Material changes to scope, requirements, or assumptions entitle SYCORAX to re-quote.

Verbal estimates, AI-tool outputs, and calculator results carry no contractual weight and are provided for guidance only.

Payment terms are a core protection for SYCORAX and are strictly enforced.

3.1 Deposit and Instalments

Unless otherwise agreed in writing, an advance deposit of twenty-five percent (25%) of the total project fee is payable before any work begins. Work does not commence until the deposit is received and cleared.

For larger engagements, payment is split into milestones. Each milestone must be paid in full before work on the next milestone begins.

The final balance is due before final delivery, deployment, handover of source code, transfer of credentials, or release of production access, whichever occurs first.

3.2 Invoicing and Late Payment

Invoices are payable within seven (7) calendar days of issue unless a different term is stated on the invoice.

Overdue amounts accrue interest at one and one-half percent (1.5%) per month, or the maximum permitted by Sri Lankan law, whichever is lower, calculated from the due date until full payment.

If payment is more than fourteen (14) days overdue, SYCORAX may suspend all work, disable or withhold Deliverables, suspend hosting or support, and pause any active services, without liability, until the account is settled in full.

The Client is responsible for all reasonable costs of recovering overdue payments, including legal and collection fees.

3.3 Payment Method and Non-Reversal

Payments are made by bank transfer or another method approved by SYCORAX in writing.

The Client agrees not to initiate chargebacks, payment reversals, or disputes for work that has been delivered, accepted, or performed in good faith. Any such action is treated as a material breach and a recoverable debt.

All bank, transfer, and currency-conversion charges are borne by the Client; SYCORAX must receive the full invoiced net amount.

3.4 Foreign Clients, Currency & Taxes

For Clients outside Sri Lanka, fees are quoted and payable in the currency agreed in writing; where no currency is agreed, LKR applies.

The Client bears all currency-conversion, international transfer, and remittance charges. SYCORAX must receive the full invoiced amount net of any such charges.

All fees are exclusive of taxes, duties, and withholdings. If the Client is required by law to withhold any amount, the payment is grossed up so that SYCORAX receives the full quoted sum.

This clause protects SYCORAX against scope creep, the gradual expansion of work beyond what was quoted and paid for.

The agreed scope is limited to the features, pages, screens, integrations, and functionality expressly listed in the SOW or accepted quotation. Anything not listed is out of scope.

Any request that adds, changes, or expands scope, including additional features, revisions beyond the agreed number, design overhauls, new integrations, or platform changes, is a Change Request.

Change Requests are quoted separately and require written approval and, where applicable, additional payment before the work is performed. SYCORAX may also adjust the timeline accordingly.

Unless the SOW states otherwise, design and content revisions are limited to two (2) rounds per Deliverable. Further revisions are billable at SYCORAX’s prevailing rate.

SYCORAX is not obligated to perform any work that is not covered by a paid scope or an approved Change Request.

Timely cooperation from the Client is essential. Delays caused by the Client do not extend SYCORAX’s obligations or reduce fees.

The Client must provide all required content, text, images, branding, logins, credentials, accounts, and information promptly and in usable form.

The Client must designate a single authorised decision-maker who can approve work and provide feedback within agreed timeframes.

The Client must review and respond to requests for approval, feedback, or information within five (5) business days unless otherwise agreed.

If the Client fails to respond, provide materials, or make a due payment for thirty (30) consecutive days, SYCORAX may treat the project as dormant and either re-mobilise it later at a re-activation fee or terminate it under Clause 17, retaining all sums paid.

The Client warrants that all content and materials it supplies are lawful, accurate, and do not infringe any third party’s rights.

This clause ensures SYCORAX is not exploited by clients who attempt to use, copy, or resell work they have not paid for in full.

All Deliverables, designs, and code remain the sole property of SYCORAX until the Client has paid the full project fee and all related invoices in cleared funds.

Upon full and final payment, ownership of the custom Deliverables created specifically for the Client transfers to the Client, subject to the exclusions below.

SYCORAX retains ownership of: pre-existing tools, frameworks, libraries, code components, templates, methodologies, and know-how used to build the Deliverables. The Client receives a non-exclusive, non-transferable licence to use these as part of the Deliverables only.

Third-Party components remain subject to their own licences; the Client is responsible for complying with and, where required, paying for them.

The Client may not resell, redistribute, sublicense, white-label, or claim original authorship of SYCORAX’s underlying tools, templates, or proprietary components.

SYCORAX retains the right to display the completed project in its portfolio, case studies, and marketing materials, and to describe its role, unless the Client requests confidentiality in writing in advance.

Until full payment is received, SYCORAX may withhold source code, design files, credentials, and deployment access, and any deployed work may be subject to removal.

AI and automated systems carry inherent uncertainty. This clause limits SYCORAX’s exposure for outcomes outside its control.

AI and machine-learning outputs are probabilistic. SYCORAX does not warrant that any model, chatbot, prediction, or automation will be fully accurate, error-free, unbiased, or fit for any specific decision-making purpose.

The Client is solely responsible for how it uses AI outputs, including any business, financial, legal, medical, or safety decisions. SYCORAX is not liable for losses arising from reliance on AI-generated results.

Performance of AI systems depends on data quality, third-party model providers, and external APIs that SYCORAX does not control and cannot guarantee.

The Client warrants that any data supplied for training, fine-tuning, or processing is lawfully obtained and that it has the right to use it. The Client indemnifies SYCORAX against any claim arising from the data it provides.

Automations (e.g., invoicing, reporting, WhatsApp or messaging integrations, spreadsheet links) depend on third-party platforms whose terms, availability, and pricing may change without notice. SYCORAX is not responsible for disruptions caused by such changes.

SYCORAX builds and configures systems to a high technical standard, but commercial outcomes depend on factors beyond its control. This clause prevents misunderstanding about what is and is not promised.

SEO, marketing-technology, conversion-tracking, and similar services strengthen the technical foundation for results but do not guarantee any specific search ranking, traffic volume, lead count, sales figure, or revenue.

Such outcomes depend on market conditions, competition, the Client’s own content and offering, and third-party platforms and algorithms that SYCORAX does not control.

SYCORAX makes no representation that any search engine, advertising platform, or social platform will index, approve, or favour the Client’s assets, and is not liable for changes to third-party algorithms, policies, or pricing.

Publication of mobile applications is subject to the policies, review processes, and approval of third-party app stores (including the Apple App Store and Google Play), which SYCORAX does not control.

SYCORAX is not responsible for the rejection, delay, removal, or suspension of an application by an app store for reasons relating to the store’s own policies, the Client’s account standing, or the nature of the Client’s business.

The Client is responsible for maintaining its own developer accounts and paying applicable store registration and commission fees, unless expressly agreed otherwise in writing.

Operating-system, device, and store-policy updates may require future paid maintenance to keep an application compliant and functional.

Deliverables may rely on Third-Party Services and assets, including hosting infrastructure, APIs, payment gateways, plugins, libraries, fonts, and stock media, each subject to its own licence terms and fees.

Where such services or assets are licensed in the Client’s name, the Client is responsible for complying with their terms and meeting their costs. SYCORAX is not liable for the availability, performance, pricing changes, or discontinuation of any Third-Party Service.

The Client warrants that any content, data, or asset it supplies to SYCORAX is lawfully licensed and does not infringe third-party rights, and indemnifies SYCORAX against any claim to the contrary.

SYCORAX will not be used as a vehicle for unlawful or fraudulent activity.

The Client warrants that it will not use SYCORAX’s services or Deliverables for any unlawful, fraudulent, deceptive, infringing, or harmful purpose.

The Client is responsible for the legality of its own business, products, content, and the data it collects from its users.

SYCORAX may refuse, suspend, or terminate any engagement that it reasonably believes involves fraud, illegality, money laundering, intellectual-property infringement, or reputational risk, and may retain fees for work already done.

The Client must not attempt to reverse-engineer, resell, or misrepresent the origin of SYCORAX’s proprietary tools or services.

Each party agrees to keep the other’s confidential information private and to use it only for the purpose of the engagement.

This obligation survives termination of the engagement and continues for three (3) years thereafter, or longer where the law requires.

Confidentiality does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

Each party will comply with applicable data-protection law, including the Personal Data Protection Act, No. 9 of 2022 (Sri Lanka), where relevant to the engagement.

Where SYCORAX processes personal data on the Client’s behalf, it does so only on the Client’s documented instructions and applies reasonable technical and organisational safeguards.

The Client is the data controller for personal data it collects through any Deliverable and is responsible for obtaining lawful consent and providing required notices to its own users.

SYCORAX is not liable for data loss, breach, or misuse caused by Third-Party Services, the Client’s own systems, or the Client’s instructions.

On delivery of a Deliverable, the Client has seven (7) business days to review and report defects in writing. If no written objection is received within this period, the Deliverable is deemed accepted.

SYCORAX provides a limited bug-fix warranty of thirty (30) days from final delivery, covering defects that prevent the Deliverable from functioning as specified in the SOW.

The warranty excludes: changes the Client or a third party makes to the code; new feature requests; issues caused by Third-Party Services, hosting, browsers, devices, or operating-system updates; and content or configuration errors introduced by the Client.

After the warranty period, all fixes, updates, and changes are billable, ideally under a separate maintenance or support agreement.

Timelines are good-faith estimates. SYCORAX is not liable for delays caused by the Client, Third-Party Services, or events beyond its reasonable control.

Ongoing maintenance, monitoring, updates, and support are not included in project fees unless expressly stated, and are provided under a separate paid agreement.

Hosting, security monitoring, patching, and backups, where provided by SYCORAX, are delivered under an active paid plan and continue only while the corresponding fees are current.

SYCORAX applies reasonable, industry-standard security measures but does not warrant that any system is fully immune to attack. SYCORAX is not liable for breaches, malware, intrusions, or data loss arising from the Client’s actions, compromised or shared credentials, vulnerabilities in Third-Party Services, zero-day exploits, or any period during which a plan is suspended, lapsed, or unpaid.

Backups are taken at the frequency and retention agreed in the active plan. SYCORAX is not liable for data loss beyond that agreed schedule, or for any loss occurring while no plan is active.

Support requests outside an active maintenance agreement are billable at SYCORAX’s prevailing hourly or monthly rate.

Maintenance plans may be suspended for non-payment, and SYCORAX is not responsible for issues that arise while a plan is lapsed or suspended.

This clause caps SYCORAX’s financial exposure and is a fundamental condition of doing business.

To the maximum extent permitted by law, SYCORAX’s total aggregate liability arising out of or in connection with any engagement is limited to the total fees actually paid by the Client for the specific project giving rise to the claim.

SYCORAX is not liable for indirect, incidental, consequential, special, or punitive damages, including loss of profit, revenue, data, goodwill, or business opportunity, even if advised of the possibility.

SYCORAX is not liable for failures, downtime, breaches, or losses caused by Third-Party Services, hosting providers, payment gateways, the Client’s own actions, or events beyond its reasonable control.

The Client agrees to indemnify and hold SYCORAX harmless against any claim, loss, or cost arising from the Client’s content, data, instructions, use of the Deliverables, or breach of these Terms.

Any claim arising out of an engagement must be notified to SYCORAX in writing within six (6) months of the date the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Claims raised after this period are waived to the extent permitted by law.

This clause protects SYCORAX against refund abuse and abandoned projects.

Deposits and milestone payments are non-refundable once the corresponding work has begun, because they secure SYCORAX’s time, scheduling, and resources.

If the Client cancels mid-project, the Client must pay for all work completed and all costs committed up to the cancellation date; any remaining deposit is applied against that amount and is not refunded.

Refunds are not provided for change of mind, business circumstances, or work already delivered and accepted.

SYCORAX may terminate immediately if the Client breaches these Terms, fails to pay, becomes insolvent, or engages in unlawful or abusive conduct. In such cases SYCORAX retains all sums paid and may withhold undelivered work.

On termination, all outstanding invoices become immediately due, and any licences to use Deliverables are suspended until payment is settled.

During the engagement and for twelve (12) months afterward, the Client agrees not to directly or indirectly solicit, hire, or engage any SYCORAX founder, employee, or contractor introduced through the engagement, without SYCORAX’s prior written consent.

Breach of this clause entitles SYCORAX to a recruitment-equivalent fee as liquidated damages, reflecting the cost of replacing the individual.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, power or internet failures, government action, currency or banking restrictions, strikes, pandemics, or failures of Third-Party Services. Affected obligations are suspended for the duration of the event.

These Terms are governed by and construed in accordance with the laws of the Democratic Socialist Republic of Sri Lanka.

The parties will first attempt to resolve any dispute through good-faith discussion and, where unresolved, through mediation.

Any dispute not resolved through mediation is subject to the exclusive jurisdiction of the competent courts of Colombo, Sri Lanka.

Entire Agreement. These Terms, together with any signed SOW, form the entire agreement between the parties and supersede all prior discussions, estimates, and tool outputs.

Amendments. SYCORAX may update these Terms from time to time; the version in force at the start of an engagement governs that engagement.

Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

Independent Contractor. SYCORAX provides services as an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or joint-venture relationship, and each party is responsible for its own taxes and statutory obligations.

Electronic Acceptance. Approvals, sign-offs, and acceptance given by email, messaging platform, or electronic signature are valid and binding, consistent with the Electronic Transactions Act, No. 19 of 2006 (Sri Lanka).

No Waiver. SYCORAX’s failure to enforce any provision is not a waiver of its right to enforce it later.

Assignment. The Client may not assign the engagement without SYCORAX’s written consent. SYCORAX may use qualified subcontractors while remaining responsible for the Deliverables.

Notices. Notices must be in writing and sent to the contact details on the relevant invoice or SOW.

By paying a deposit, signing a proposal or SOW, or instructing SYCORAX to begin work, the Client confirms acceptance of these Terms in full.