01. Service Commencement and Term
01.1 Term:
1.1.1 The client appoints SysCare as its Social Media Manager from the commencement date of this agreement until termination.
1.1.2 SysCare shall be at liberty to alter the terms and conditions of this agreement by giving written notice before, but effective from the end of the Agreement Term and at any time thereafter by giving 30-day written notice to the Client.
1.1.3 The Client may upon receipt of notice of such altered terms cancel this agreement by giving 30-day notice.
1.1.4 The Client may not approach nor provide any incentives or work offer to any of the SysCare staff visiting the client sites during the term of this agreement or within one year after the date of termination of this agreement.
1.1.5 SysCare is entitled to claim the Client the full Agreement value of this agreement plus the remaining period of the Agreement value if the Agreement is terminated due to clause 4.2.2.
1.1.6 This Agreement will remain in effect for a minimum period of 6 months. Further 12 months extension option is available. Early termination charges are calculated as per clause 5.4 and payable by the client.
02. Termination
2.1 SysCare shall, on or before the expiry of the Agreement Term, provide the Client with a renewal notice which states:
a) The date of expiry of the new Agreement term.
b) The term, if any, that are proposed to be altered pursuant to clause 4.2 during the renewal term.
c) The fee increases, if any, that is proposed pursuant to clause 3.3; and
d) The date by which any notice of termination must be received by the Client pursuant to clause 5.2 (which must be not less than 30 days from the date of receipt of renewal notice)
2.2 This agreement can be terminated after the Agreement Term by giving 30 days’ notice after the Agreement expiry. If termination notice is not received within 30 days after the Agreement Term, then subject to a renewal notice pursuant to clause 02.1 (having been served by SysCare), the Agreement shall be automatically renewed for a further 12 months at each subsequent Agreement expiry.
2.3 If the Client wishes to resume the services with SysCare after notifying the termination, a new Agreement is to be negotiated which may include different charge rates.
2.4 If the agreement is terminated by the Client before the end of the Agreement Term, except under circumstances listed under 5.6 and 5.7, the balance of the total Agreement value is payable to SysCare.
2.5 If a party breaches any provision of this agreement (“the Defaulting Party”), the other party (“the Innocent Party”) will be entitled to immediately:
a) Suspend the performance of its obligations under this agreement until the breach is remedied by the Defaulting Party to the reasonable satisfaction of the Innocent Party; and
b) Terminate this agreement if the Defaulting Party remains in breach of any such provision after receiving not less than 21-day notice in writing from the Innocent Party identifying the breach and requesting its remedy and the Defaulting Party has not made any remediation to the satisfaction of the Innocent Party.
2.6 A party may terminate this agreement immediately if:
a) The other Party enters into any arrangement between itself and its or any class of its creditors.
b) The other Party ceases to be able to pay its debts as they become due.
c) The other Party ceases to carry on business.
d) A mortgagee enters into possession or disposes of the whole or any part of the other Party’s assets or business.
e) The other Party enter into liquidation (whether provisional or final, or voluntary or pursuant to a court order) or any form of insolvency administration; or
f) A receiver, a receiver and manager, a trustee in bankruptcy, an administrator, a liquidator, a provisional liquidator, or other like person is appointed to the whole or any part of the other Party’s assets or business.
3. Confidentiality
3.1 Protection of Information:
a) Both parties agree to maintain the confidentiality of all proprietary, sensitive, or personal information shared during the term of this Agreement.
3.2 Non-Disclosure:
a) Neither party shall disclose any confidential information to third parties without prior written consent.
4. Intellectual Property
3.1 Ownership:
a) All content, designs, and materials created by SysCare under this Agreement remains intellectual property of the Service Provider until payment is fully received.
b) Upon full payment, the Client will have a non-exclusive, perpetual license to use the materials.
5. Limitation of Liability
The Service Provider shall not be held liable for any indirect, incidental, or consequential damages arising from the use or misuse of the social media platforms managed under this Agreement.
6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Democratic Socialist Republic of Sri Lanka.
7. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, discussions, and understandings, whether written or oral.
