Agreement (section link)

By using syncora.solutions, creating an account, starting a trial, paying an invoice, or signing a statement of work, you agree to these terms. If you are accepting for a company or other organisation, you confirm that you have authority to bind it, and "you" means that organisation. If you do not agree, do not use the site or the services.

The parties are you and Syncora (Pvt) Ltd, company registration number [REG NO], of Colombo, Sri Lanka.

Definitions (section link)

Acceptable Use Policy: The rules at Acceptable Use, which form part of these terms.
Customer Data: Data, content and files you or your users submit to a service, including personal data about your personnel or customers. It does not include Syncora's usage records that we need to run, secure and bill the service.
Order: A checkout confirmation, online plan selection, invoice you pay, or other document we both accept that names the service, the fees and the term.
Product terms: Supplemental terms published for a named Syncora product, for example on that product's own website. They cover that product only.
Services: The corporate website, the Syncora software products you subscribe to, and custom web development we agree in a statement of work.
Statement of work: A written scope for custom development, including milestones, fees and timetable, that we both accept by signature or by email.
Site: syncora.solutions and the corporate pages we publish on it. It does not include third-party product domains except where a sentence says it does.

Product terms and order of precedence (section link)

Syncora is a parent company for more than one product. Each product may have its own website and its own supplemental terms. Staffora (staffora.syncora.solutions) is one such product. Those product terms, and any order, govern that product. If there is a conflict on a point that is specific to the product, the more specific document prevails, in this order:

A signed statement of work, for the project it describes.
A signed data-processing addendum, for processing of Customer Data.
Product terms, for that product.
An order, for fees, plan and term.
These terms.
Marketing pages on the Site. Marketing pages do not change a signed commercial term.

If you only browse the Site and do not buy anything, sections that talk about fees, trials, service levels and custom development simply do not apply to you.

Eligibility (section link)

You must be at least 18 years old, and able to form a binding contract in your country, to create an account or buy a service. The Site is not directed at children. If you use the services for a business, you must have authority to bind that business and to upload Customer Data.

You are responsible for deciding whether a service meets the laws that apply to your business, including employment, tax and consumer rules in the countries where you operate. Staffora and our other products are software tools. They are not a law firm, an accountant or a regulated adviser. See the Disclaimer.

Accounts (section link)

If a service requires an account, you must give accurate information and keep it up to date. You are responsible for all activity under your login, and under logins you issue to your users. Keep passwords confidential, use multi-factor authentication where we offer it, and tell us promptly at the contact below if you suspect unauthorised access.

We may refuse a name, reclaim a username, or suspend an account that breaches these terms or the Acceptable Use Policy. You must not share a single login among people in a way the plan does not allow, and you must not let anyone outside your organisation use the service except as the product terms permit.

Subscriptions and billing (section link)

Paid products are sold as subscriptions for the period shown at checkout or on the order (for example monthly or yearly). The plan, the price and what is included are those shown on the product website or the order at the time you subscribe. A change to a published price does not change a period you have already paid for. We will tell the account billing contact before a renewal price changes.

Unless the order says otherwise, a subscription renews for the same period at the then-current price until you cancel. You can cancel from the billing screen where the product provides one, or by emailing us. Cancellation stops the next renewal. It does not, by itself, refund the current period. Refunds are governed by the Refund & Cancellation Policy.

You must pay invoices by the due date. If a payment fails or an invoice is overdue, we may, after notice to the billing contact, suspend access until the amount is paid. Suspension does not erase fees already incurred. We may also charge back our reasonable costs of collecting an undisputed overdue amount.

Fees and taxes (section link)

Fees are in the currency shown at checkout or on the invoice. Staffora prices published for Sri Lanka are in Sri Lankan rupees unless that product's page says otherwise. Fees are exclusive of taxes unless the price is expressly stated to include them.

You are responsible for taxes, duties and similar governmental charges on the purchase, including any Sri Lankan VAT, social security contribution levy, or withholding tax that the law places on you. If the law requires you to withhold tax, you will gross up the payment so that we receive the invoiced amount, unless a mandatory rule forbids a gross-up. We are responsible for taxes on our own net income.

We do not charge card details on the corporate Site. Payments are taken by [PAYMENT PROCESSOR] under that provider's terms. We do not ask you to send card or bank secrets by email.

Free trials (section link)

A product may offer a free trial. The trial length, the plan you will move to, and the price are those shown before you start. [TRIAL LENGTH] is not fixed in these terms because it can differ by product. We will not charge you at the end of a trial unless the screen you confirmed told you the price, the length, and that paid billing starts when the trial ends, and you did not cancel before then.

We may end or change a trial offer for future sign-ups. During a trial the service is provided as available, service credits do not apply unless an order says they do, and you should not rely on a trial workspace as your only copy of production data. Export anything you need before the trial ends.

Intellectual property and licence (section link)

We and our licensors own the Site, the products, the documentation, and our brands, including the Syncora name and logo. These terms do not transfer that intellectual property to you. You receive a limited licence, and nothing more.

For a subscription, we grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the product during the paid term, for your own internal business purposes, in line with the plan, these terms and the Acceptable Use Policy. You may not copy the software except as a normal part of using it in a browser, reverse engineer it except where a non-waivable law allows that, resell it, or build a competing product from it.

Feedback you choose to give us may be used by us without obligation or payment to you, including to improve the services. You are not required to give feedback. Do not send us feedback that you are not free to let us use.

Open-source components remain under their own licences. Those licences prevail over this section for those components only.

Customer Data (section link)

You keep all right, title and interest in Customer Data. You grant us a non-exclusive licence to host, back up, transmit and otherwise process Customer Data only so that we can provide, secure and support the services you asked for, and to meet the law.

You confirm that you have the rights and the lawful ground to upload Customer Data, including personal data about your employees or customers, and that our processing of it on your instructions will not breach the PDPA, the GDPR, the UK GDPR, or any other law that applies to you. Where we process that personal data as your processor, the Data Processing Addendum summary describes the terms we offer. A signed addendum prevails.

After the service ends, you may export Customer Data for [EXPORT WINDOW]. After that window we may delete it, except where we must keep a record by law or the data is part of an unresolved dispute. We do not use Customer Data to train public models.

Acceptable use (section link)

You must use the Site and the services in line with the Acceptable Use Policy. That policy lists prohibited conduct, including unlawful content, security abuse, and interference with the service. A breach is a breach of these terms. We may suspend or terminate as described there and under "Suspension and termination" below.

Third-party services (section link)

The Site may link to product sites, payment pages, social networks and other third parties. Those services are not operated by us. Their terms and privacy notices govern your use of them. We are not responsible for third-party content, availability or acts. A sub-processor who hosts or supports our own service is different: we remain responsible for them to the extent these terms and the law say we are.

Confidentiality (section link)

Each party will keep the other party's non-public information confidential, use it only to perform these terms, and disclose it only to people who need to know it and who are bound to keep it confidential. Confidential information does not include information that is public through no fault of the recipient, was already known without a duty of confidence, is independently developed, or must be disclosed by law. If the law requires disclosure, the recipient will give notice where the law allows it, and will disclose only what is required.

Customer Data is your confidential information. Our software, pricing that is not published, and security details are our confidential information. This section lasts for three years after the information is disclosed, and for as long as a trade secret remains a trade secret.

Warranties (section link)

We will provide paid services with reasonable care and skill. We do not promise that a service will be uninterrupted, error-free, or fit for a purpose you have not written into an order. The Site, documentation and trial services are provided as is and as available.

To the fullest extent the law allows, we exclude implied warranties and conditions, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not exclude any warranty or right that a statute says we cannot exclude, including non-waivable consumer rights in Sri Lanka or in your country of residence.

You are responsible for the results you produce with the software, for the lawfulness of Customer Data, and for keeping your own export of data you cannot afford to lose.

Limitation of liability (section link)

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for any other liability that Sri Lankan law (or another law that applies and cannot be waived) does not allow us to limit, or for your obligation to pay fees that are due.

Subject to the previous paragraph, neither party is liable to the other for loss of profits, loss of revenue, loss of goodwill, loss of data (except the direct cost of restoring from the last good backup we are obliged to hold), or for indirect, incidental, special or consequential loss, whether or not the loss was foreseeable and whether the claim is in contract, delict, negligence or otherwise.

Subject to the first paragraph of this section, each party's total aggregate liability arising out of a service in any contract year is limited to the fees you paid to Syncora for that service in the 12 months before the event giving rise to the claim. If the claim arises only from free use of the Site, and you have paid no fees, the cap is LKR 50,000. These caps allocate risk and are a basis of the bargain. They do not apply to your liability for infringement of our intellectual property or for a breach of the Acceptable Use Policy that you caused wilfully.

Indemnity (section link)

You will indemnify Syncora and its directors, employees and contractors against third-party claims, damages and reasonable legal costs arising from Customer Data, your unlawful use of a service, or a breach of the Acceptable Use Policy, except to the extent the claim is caused by our breach of these terms.

We will indemnify you against a third-party claim that the unmodified Syncora product we supplied infringes that third party's intellectual property right, provided you tell us promptly, give us sole control of the defence, and do not settle without our consent. We may, at our option, obtain a licence, modify the product so it is non-infringing, or terminate the affected service and refund prepaid unused fees for that service. This indemnity does not cover claims caused by Customer Data, by a combination with items we did not supply, or by use after we told you to stop because of a claim. This section is your exclusive remedy for intellectual-property infringement by the product.

Suspension and termination (section link)

You may stop using the Site at any time. You may cancel a subscription as described under billing and in the Refund & Cancellation Policy. Either party may terminate an order for material breach if the breach is not cured within 30 days after written notice, or immediately if the breach cannot be cured. We may suspend access at once if we reasonably believe suspension is needed to stop a security risk, unlawful activity, or harm to other customers, or if fees are overdue after notice.

On termination you must stop using the service. Sections that by their nature should survive do survive, including intellectual property, Customer Data export and deletion, confidentiality, warranties, liability, indemnity, governing law, and accrued payment rights. We will handle personal data as the Privacy Policy and any signed data-processing terms describe.

Service levels (section link)

An uptime target, support response time or service credit applies only if it is written in product terms, an order, or a service-level agreement we both sign. [SLA] The Site itself is informational and has no uptime commitment. Maintenance, force majeure, your systems, and suspension for breach or non-payment are outside any uptime figure we do agree. Marketing copy is not a service level.

Custom web development (section link)

This section applies when you engage Syncora to design or build custom software or a website. A subscription to a standard product, without a statement of work, is not custom development. If a statement of work conflicts with this section, the statement of work prevails for that project.

Scope and milestones (section link)

Work starts when we both accept a statement of work. The statement of work names the deliverables, milestones, assumptions, timetable and fees. Anything not written there is out of scope. We will perform the work with reasonable care and skill, using appropriately skilled people. Dates are estimates unless the statement of work says a date is a binding deadline.

Change requests (section link)

Either party may request a change in writing. We will say whether we can do it and what it does to the fee and the timetable. We will not start chargeable change-request work until you accept that impact in writing (email is enough). Work you ask us to do that is outside the statement of work, and that we confirm in writing, is a change.

Acceptance (section link)

When we deliver a milestone we will tell you. You have [ACCEPTANCE PERIOD] to accept it or to send a written list of defects measured against the statement of work. A defect is a failure to meet a written requirement, not a new idea. We will correct confirmed defects within a reasonable time. If you do not write within [ACCEPTANCE PERIOD], or you use the deliverable in production, the milestone is treated as accepted. Acceptance does not hide a defect that could not reasonably have been found in that period.

Intellectual property on full payment (section link)

Until you have paid all fees due for the project, we own the deliverables and you have a limited licence to review them for acceptance. On full payment of those fees we assign to you the intellectual property in the bespoke deliverables created specifically for the project, excluding the items in the next paragraph. We will sign a short further assignment if you reasonably need one for a registry.

We keep, and do not assign, our pre-existing materials, generic tools, libraries, know-how, and anything we make available to more than one customer. On full payment we grant you a non-exclusive, perpetual licence to use those retained materials only as they are embedded in the deliverable, so that you can use the deliverable for its intended purpose. Third-party and open-source components stay under their own licences. We do not get a right to show your project in a portfolio unless the statement of work says so.

Hosting and maintenance (section link)

Hosting, domain registration and ongoing maintenance are included only if the statement of work or a separate order says so. Where we host a deliverable for you, we host it on Plesk unless the statement of work names a different host. If hosting or maintenance is recurring, it is a subscription from the date that order starts, and the subscription sections of these terms apply, including cancellation and the Refund & Cancellation Policy. You are responsible for accounts in your own name (for example a domain registrar or an analytics property) unless we agree in writing to hold them for you. If we hold an account for you, we will transfer it on request once undisputed fees are paid.

Force majeure (section link)

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, war, terrorism, riot, epidemic, utility or internet failure, or a change in law, provided it did not cause the event and it uses reasonable efforts to limit the effect. The affected party will give notice as soon as it reasonably can. Fees for a period in which you receive no paid service because of our force-majeure event will be paused or credited in proportion to the outage. If the event continues for more than 60 days, either party may terminate the affected order on written notice, and we will refund prepaid fees for the unused period of that order.

Governing law and disputes (section link)

These terms are governed by the laws of Sri Lanka, without regard to conflict-of-law rules that would apply another country's law. The courts of Colombo, Sri Lanka, have jurisdiction.

Before starting proceedings, the parties will try to resolve the dispute by good-faith negotiation. Either party may start that process by writing to the other with a short description of the dispute and the outcome it wants. The parties will negotiate for at least 30 days from that notice, unless waiting would leave a right time-barred or an injunction is needed to prevent irreparable harm.

If the dispute is still open, either party may bring it in the courts of Colombo. Arbitration under the Arbitration Act, No. 11 of 1995, seated in Colombo, in English, before one arbitrator, is available only if both parties agree in writing or an order already selects it. A consumer may also use any court or tribunal that a mandatory consumer law gives them, and nothing in this section removes that right.

Changes to these terms (section link)

We may update these terms by posting a new version on this page and changing the "Last updated" date. The effective date is the date shown at the top. If you have an account, we will also email the billing or admin contact, or show a notice in the product, when a change is material. The new terms apply from the effective date. If you do not agree to a material change, you may cancel before that date and, if the change materially reduces a paid service you have already paid for, we will treat the cancellation under the Refund & Cancellation Policy. A change does not alter an order already accepted, except where the law requires it or you agree.

General (section link)

Entire agreement. These terms, the policies they incorporate, product terms, orders and any statement of work are the entire agreement about their subject. They replace earlier discussions about that subject. Each party confirms it has not relied on a statement that is not written in them. Nothing in this clause limits liability for fraud.
Severability. If a court holds part of these terms unenforceable, the rest stays in force. The unenforceable part is modified to the minimum extent needed to make it valid.
Waiver. A failure or delay in enforcing a right is not a waiver. A waiver must be in writing to be effective.
Assignment. You may not assign these terms without our written consent, which we will not unreasonably withhold for an assignment to a successor of your business. We may assign these terms to an affiliate or to a successor of our business that takes on the relevant service. We will tell account customers if the contracting party changes.
No partnership. Nothing in these terms creates a partnership, joint venture or agency. Neither party can bind the other.
Third parties. Except for the indemnity beneficiaries, a person who is not a party has no right to enforce these terms.
Language. These terms are in English. A translation is for convenience. The English text prevails if they differ.
Export and sanctions. You will not use the services in violation of export-control or sanctions laws that apply to you or to us.

Notices (section link)

Notices under these terms must be in writing. We may send notices to the email address on your account, and we treat them as received on the next business day in Sri Lanka after sending, unless we receive a bounce. You may send notices to legal@syncora.solutions or by post to Syncora (Pvt) Ltd, Colombo, Sri Lanka. A posted notice is treated as received five business days after posting. A notice about a legal claim must also be sent by email with the subject "Legal notice". Day-to-day support mail is not a contractual notice.

Contact (section link)

Questions about these terms: legal@syncora.solutions. Phone: +94 77 565 2040. Post: Syncora (Pvt) Ltd, Colombo, Sri Lanka. Company registration number: [REG NO]. You may also write through the contact form.

Terms of Service

Terms of
Service