Agreement to These Terms
These Terms of Service ("Terms") are an agreement between you and MetaSyntax (Pvt) Ltd. ("MetaSyntax," "we," "us," or "our"), a company incorporated in Sri Lanka. They govern your use of metasyntax.io (the "Website") and apply to the services we provide, together with any proposal, statement of work, or agreement we sign with you.
By using the Website or engaging our services, you agree to these Terms. If you are acting on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" refers to that organization. If you do not agree, please do not use the Website or our services.
You must be at least 18 years old to use our services. Our services are provided to businesses and professionals, not to consumers.
Our Services & Website Content
MetaSyntax provides software engineering and technology services, which may include:
- Full-stack software, web, and mobile application development
- UI/UX design and digital experiences
- Data, AI, and automation solutions
- ERP and CRM integrations
- POS systems and business technology solutions
- Cloud engineering, DevOps, and infrastructure services
- Technology consulting, maintenance, and support
The Website is for general information. Descriptions of our capabilities, solutions, example scenarios, and performance figures illustrate what we typically deliver; they are not an offer, a guarantee, or professional advice for your situation. Specific deliverables, service levels, and commitments are binding only when set out in a written proposal, statement of work, or agreement signed by both parties.
Proposals & Engagements
Submitting an inquiry through the Website does not create a contract. For each engagement we will agree the scope, deliverables, timeline, fees, and payment terms in a written proposal, statement of work ("SOW"), or services agreement (together, the "Engagement Documents").
Unless stated otherwise, a proposal or quotation is valid for 30 days. Work begins once the Engagement Documents are accepted in writing and any agreed advance payment has been received.
If the Engagement Documents conflict with these Terms, the order of priority is: (1) a signed services agreement, (2) the applicable SOW or accepted proposal, and (3) these Terms.
Acceptable Use of the Website
You agree to use the Website only for lawful purposes. You must not:
- Use the Website for any illegal, fraudulent, or unauthorized purpose.
- Attempt to gain unauthorized access to, probe, scan, or test the vulnerability of our systems or networks without our written permission.
- Introduce viruses, malware, or other harmful code, or interfere with the operation, performance, or security of the Website.
- Submit spam, automated, or bulk messages through our forms, or scrape or harvest content or data from the Website.
- Copy, reproduce, modify, or distribute Website content without our permission.
- Impersonate any person or organization, or misrepresent your affiliation with one.
If you believe you have found a security vulnerability, please report it to hello@metasyntax.io with "Security" in the subject line rather than testing it further. We may restrict or suspend access for anyone who breaches these Terms.
Fees & Payment
Fees and payment terms are set out in the Engagement Documents. Depending on the engagement, we may require:
- An advance payment before work begins
- Milestone-based payments during the project
- Payment in full before final delivery, handover, or deployment
- Recurring payments for retainers, support, maintenance, or other ongoing services
Unless the Engagement Documents say otherwise, invoices are payable within 14 days of the invoice date, fees exclude applicable taxes (which you are responsible for), and bank charges and currency conversion costs are borne by the paying party.
If an invoice remains unpaid after its due date, we may, after giving you written notice, pause work, withhold deliverables, or suspend services until the overdue amount is paid, and adjust timelines accordingly.
Changes to Scope
Either party may request changes to an agreed scope. We will explain the effect of a requested change on fees, timeline, and deliverables before carrying it out, and changes take effect only once both parties have agreed to them in writing (email is sufficient).
Cancellations & Refunds
You may cancel an engagement by giving us written notice. You remain responsible for fees for work performed up to the cancellation date and for any non-cancellable costs we have committed to on your behalf (such as third-party licenses or infrastructure).
Because our services involve customized work and dedicated time, fees for work already performed, and for milestones already delivered, are non-refundable. Any advance payment that exceeds the value of work performed will be refunded or credited, unless the Engagement Documents specify a non-refundable deposit. Any other refund terms will be set out in the Engagement Documents.
Your Responsibilities
To help us deliver successfully, you agree to:
- Provide accurate information, content, materials, access, credentials, and timely feedback and approvals.
- Ensure you have the rights and permissions needed for any content, data, software, or materials you provide to us, and that providing them to us is lawful.
- Maintain appropriate backups of your data and systems before we make changes to them, unless backups are part of our agreed scope.
- Keep any credentials we provide to you secure.
We are not responsible for delays or additional costs caused by missing or late information, access, feedback, or approvals.
Delivery & Acceptance
Unless the Engagement Documents specify another process, you will have 10 business days after delivery to review a deliverable and notify us in writing of any material failure to meet the agreed specifications. We will then correct those issues within a reasonable time. A deliverable is treated as accepted if no such notice is received within that period, or when you begin using it in production.
Intellectual Property
Our website and brand
The Website, including its design, text, graphics, logos, and code, belongs to MetaSyntax or its licensors. The MetaSyntax name and logo are our trademarks and may not be used without our written permission. Third-party names and logos shown on the Website belong to their respective owners and are used only to identify technologies we work with.
Project deliverables
Unless the Engagement Documents say otherwise, once we receive full payment for a deliverable, we assign to you the intellectual property rights in the custom work we created specifically for you under that engagement.
Our pre-existing materials
We keep ownership of our pre-existing and independently developed tools, frameworks, libraries, templates, components, methods, and know-how. Where any of these are incorporated into your deliverables, we grant you a non-exclusive, perpetual, royalty-free license to use them as part of those deliverables.
Open-source and third-party components
Deliverables may include open-source or third-party components. These remain subject to their own license terms, which take precedence for those components.
References
We will not publicly name you as a client or describe your project without your permission.
AI-Assisted Work & AI Outputs
We may use AI-assisted tools in our development work. Such work is reviewed by our engineers, and we will not input your confidential information into third-party AI tools that use it to train their models.
AI and machine-learning systems, including any we build for you, produce probabilistic outputs that may be incomplete or inaccurate. You are responsible for maintaining appropriate human oversight of those outputs and for decisions made using them.
Third-Party Services
Our services may use or integrate with third-party platforms, APIs, cloud and hosting providers, payment providers, and software. Your use of those services may be subject to their own terms and fees.
We are not responsible for interruptions, changes, failures, security incidents, or limitations of third-party services that are outside our reasonable control.
Confidentiality
Each party may receive the other's non-public business, technical, or financial information ("Confidential Information"). The receiving party will use it only for the engagement, protect it with reasonable care, and disclose it only to personnel and contractors who need it and are bound by similar obligations.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law (in which case the receiving party will give notice where legally permitted). They continue for three years after the engagement ends, and for trade secrets for as long as they remain trade secrets. A separate non-disclosure agreement between the parties takes precedence over this section.
Data Protection
Our Privacy Policy explains how we handle personal information collected through the Website and in the course of our business. Where we process personal information on your behalf as part of an engagement, we act as your processor and will enter into a data processing agreement where the law requires one. Each party will comply with the data protection laws that apply to it, including the Personal Data Protection Act, No. 9 of 2022 of Sri Lanka.
Warranties & Disclaimers
We will perform our services with reasonable skill, care, and diligence, in accordance with the Engagement Documents. Any additional warranty or support period will be set out in those documents.
Except as expressly stated in these Terms or the Engagement Documents, and to the fullest extent permitted by law, the Website and our services are provided "as is" and "as available," without other warranties of any kind, whether express or implied. We do not guarantee that the Website will always be available, uninterrupted, error-free, or free of harmful components, or that its content is always complete and current.
Limitation of Liability
To the fullest extent permitted by law:
- Neither party is liable for any indirect, incidental, special, or consequential loss, or for loss of profits, revenue, business, goodwill, or data, even if advised that it was possible.
- Our total liability arising out of or in connection with an engagement is limited to the fees you paid us under that engagement in the 12 months before the event giving rise to the claim.
- Where no fees have been paid (for example, when you only use the Website), our total liability is limited to USD 100 or its equivalent in Sri Lankan rupees.
Nothing in these Terms limits or excludes liability for fraud, for death or personal injury caused by negligence, for your obligation to pay fees due, or for any liability that cannot be limited or excluded by law.
Indemnity
You agree to indemnify MetaSyntax against third-party claims, and related losses and reasonable costs, arising from content, data, or materials you provide to us, or from your use of the deliverables in breach of applicable law or these Terms.
Suspension & Termination
We may suspend or terminate access to the Website or our services if you:
- Materially breach these Terms or the Engagement Documents and do not remedy the breach within 14 days of written notice (where it can be remedied);
- Engage in illegal or fraudulent activity, or attempt to compromise our systems or security; or
- Fail to pay undisputed amounts when due, after written notice.
Either party may also terminate an engagement as set out in the Engagement Documents. On termination, you will pay for work performed up to the termination date, each party will return or delete the other's Confidential Information on request, and any provisions that by their nature should survive (including payment, intellectual property, confidentiality, and limitation of liability) will continue to apply.
Force Majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, epidemics, war, civil unrest, government action, power or internet outages, or failures of third-party infrastructure. The affected party will notify the other promptly and resume performance as soon as reasonably possible.
Governing Law & Disputes
These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the Democratic Socialist Republic of Sri Lanka.
The parties will first try to resolve any dispute through good-faith negotiation for at least 30 days after one party notifies the other in writing. If the dispute is not resolved, it will be subject to the exclusive jurisdiction of the courts of Sri Lanka, unless the Engagement Documents provide for arbitration. Either party may seek urgent injunctive relief in any court of competent jurisdiction.
General Provisions
- Entire agreement: these Terms and the Engagement Documents are the entire agreement between the parties on their subject matter and replace any earlier understandings.
- Severability: if any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in full force.
- No waiver: a failure or delay in enforcing any right is not a waiver of it.
- Assignment: neither party may transfer its rights or obligations without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets.
- Subcontractors: we may use qualified subcontractors, and we remain responsible for their work.
- Relationship: the parties are independent contractors; nothing in these Terms creates a partnership, agency, or employment relationship.
- Notices: notices may be sent by email to us at hello@metasyntax.io, and to you at the contact address in the Engagement Documents.
- Language: these Terms are written in English, and the English version prevails over any translation.
Changes to These Terms
We may update these Terms from time to time and will post the updated version on this page with a new "Last Updated" date. Changes apply to your use of the Website from the date they are posted. Changes do not alter Engagement Documents that have already been signed, unless both parties agree in writing.