Terms of Service

01Acceptance of terms

These Terms of Service ("Terms") govern your use of the UTMIQ (PVT) LTD website at utmiq.com and any services provided by UTMIQ (PVT) LTD ("UTMIQ", "we", "us", "our"), a company incorporated in Sri Lanka.

By accessing our website, submitting an enquiry, or engaging us for services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our website or services.

02Our services

UTMIQ provides technology consulting and implementation services including process automation, data analytics and reporting, cloud infrastructure, and custom software development.

We reserve the right to:

• Modify, suspend, or discontinue any part of our services with reasonable notice
• Decline to engage with any prospective client at our sole discretion
• Update service offerings and pricing without prior notice (changes do not affect in-progress engagements)

Descriptions of services on our website are illustrative. The specific scope of work for each client is defined in the relevant engagement agreement.

03Client engagements

Each project engagement begins with a scoping conversation and is formalised through a written Statement of Work (SOW) or project agreement that sets out:

• The specific deliverables and scope of work
• Project timeline and milestones
• Fees and payment schedule
• Acceptance criteria

Work begins only after both parties have agreed to the SOW in writing (including via email or WhatsApp confirmation). Any changes to agreed scope must be documented as a written change order before additional work commences.

You agree to provide timely access to information, systems, and personnel reasonably required for us to deliver the agreed work. Delays caused by late provision of materials or feedback may extend project timelines accordingly.

04Payment terms

Payment terms are specified in each engagement agreement. Unless otherwise agreed:

• A deposit (typically 40–50% of project value) is payable before work commences
• Remaining balances are invoiced at milestones or on project completion as specified in the SOW
• Invoices are due within 14 calendar days of the invoice date
• Late payments beyond 14 days may incur interest at 1.5% per month on the outstanding balance

All prices are quoted exclusive of applicable taxes unless stated otherwise. Clients outside Sri Lanka are responsible for any withholding taxes or duties applicable in their jurisdiction.

We reserve the right to pause or suspend work on any project where invoices remain unpaid beyond 30 days.

05Intellectual property

Client IP: Any data, content, systems, or materials you provide remain your property. We use them solely to deliver the agreed services.

Deliverables: Upon receipt of full payment, you receive ownership of the custom deliverables produced for your engagement, as specified in the SOW. This excludes:

• Pre-existing UTMIQ tools, frameworks, or methodologies we adapt or incorporate
• Third-party software, libraries, or services (which are subject to their own licences)
• Any general-purpose components or code patterns that UTMIQ retains for reuse across clients

UTMIQ IP: Our website content, branding, documentation, and any pre-existing tools remain the exclusive property of UTMIQ. You may not copy, reproduce, or redistribute these without our written permission.

06Confidentiality

Both parties agree to keep confidential any non-public information shared in the course of an engagement ("Confidential Information") and to use it only for the purposes of the engagement.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was independently developed by the receiving party without reference to the disclosed information
• Is required to be disclosed by law or court order (with reasonable prior notice where permitted)

These confidentiality obligations survive termination of any engagement for a period of three years.

07Warranties and representations

UTMIQ warrants that:

• Services will be performed with reasonable skill and care by qualified personnel
• Deliverables will materially conform to the agreed specifications at the time of delivery
• We have the right to enter into service agreements and deliver the contracted work

Our website is provided "as is" without warranty of any kind. We do not warrant that it will be uninterrupted, error-free, or free of viruses or other harmful components.

We do not warrant specific business outcomes — results such as cost savings or productivity gains depend on many factors outside our control, including your team's adoption of delivered solutions.

08Limitation of liability

To the maximum extent permitted by applicable law:

• UTMIQ's total liability for any claim arising from a service engagement shall not exceed the fees paid by you for that specific engagement in the preceding 3 months
• UTMIQ shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity

Nothing in these Terms limits liability for: fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded under applicable Sri Lankan law.

09Termination

Either party may terminate a service engagement by providing written notice as specified in the relevant SOW.

On termination:

• You will pay for all work completed up to the termination date on a pro-rata basis
• UTMIQ will deliver all completed work product to you within 14 days
• Sections covering intellectual property, confidentiality, limitation of liability, and governing law survive termination

UTMIQ may terminate an engagement immediately and without penalty if you materially breach these Terms or any engagement agreement and fail to remedy the breach within 14 days of written notice.

10Website use

You agree not to use our website to:

• Attempt to gain unauthorised access to any part of the site or its underlying systems
• Transmit any malicious code, spam, or unsolicited communications
• Scrape or harvest content without our written permission
• Misrepresent your identity or affiliation with any person or organisation

Our website may contain links to third-party websites. We are not responsible for the content or privacy practices of those sites.

11Governing law & disputes

These Terms and any disputes arising from them are governed by the laws of the Democratic Socialist Republic of Sri Lanka.

We encourage resolving disputes through direct discussion first. If a dispute cannot be resolved informally within 30 days, it shall be referred to the courts of Sri Lanka, to whose jurisdiction both parties hereby submit.

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

12Contact

Questions about these Terms? Get in touch: