Introduction Welcome to the Sri Lanka Telecom PLC (“SLT”) and Sri Lanka Telecom PLC’s Entrepreneurship Studio (“SLT-ES”) website, https://slt.lk/EntrepreneurshipStudio (the “SLT-ES Site”) SLT is desirous of providing a Service to the party who submit the intend via SLT-ES site (“Entrepreneurs”) by funding and updating their concepts in order to develop products (hereinafter referred to as the “Service”) and the Entrepreneurs shall obtain and continue to use the said Service subject to the "Terms and Conditions" stated herein as amended from time to time and regulations made under relevant legislation and further or additional terms which may be published in the SLT website SLT-ES Site (hereinafter sometimes referred to as ‘these Terms’) The Entrepreneurs further acknowledges the SLT-ES Site may be modified from time to time without notice to the Entrepreneurs. These Terms shall be binding on the Entrepreneur until a more definitive agreement (hereinafter sometime referred as a ‘Definitive Agreement’) is signed between the parties. Eligibility Any interested Entrepreneur, above the age of 18 if an individual or duly established with necessary power to agree for these Terms if a body corporate may obtain the SLT Service provided hereunder. Any user who access the SLT-ES Site shall be capable of binding himself/herself or the body corporate for the terms and conditions herein as the Entrepreneur. Any authorized representative of the Entrepreneur shall have the authority to bind the Entrepreneur to these Terms and agrees to be bound by these Terms on behalf of the Entrepreneur. The Service hereunder is only for the registered users. SLT has the right to monitor the behavior of the registered users. SLT-ES Site Access SLT grants the right for the Entrepreneur to access the SLT-ES Site solely for the purposes contemplated hereunder. The Entrepreneur shall comply with the terms hereunder and shall not in any event attempt to modify or exploit in any manner whatsoever these Terms without the prior written consent of SLT. In addition to the compliance to these Terms the Entrepreneur is further required to adhere to any law, regulation or policy of the Entrepreneur’s jurisdiction with regard to obtaining the Services hereunder. Scope The Scope of SLT Enterprise Studio is to encourage Entrepreneurs to promote their business through SLT. Interested Entrepreneur should convey their products/concepts to SLT through the SLT-ES Site. If SLT is interested in the products/concepts, SLT would finance and support the Entrepreneur to develop their products/concepts and promote such products which is mutually beneficial. The scope and the Service hereunder is for the parties to negotiate in good faith the concept notes of the products of the Entrepreneur and the level of support SLT would wish to extend. In the event the negotiations are successful parties would enter in to a more Definitive Agreement. Modification of the Terms SLT may from time to time, at its sole discretion, change, modify, add, or remove portions of these Terms with or without notice to the Entrepreneur. Unless specifically mentioned by SLT of an effective date of such modified Terms, all such modifications shall forthwith apply, be effective and take precedence. Entrepreneur is responsible to periodically update himself/herself/itself of the current Terms available in the SLT-ES Site. The continued use of the Service shall construe the Entrepreneur’s consent and acceptance to such modified Terms and the agreement to be bound by those. For avoidance of doubt, the Parties agree that in the event of the Parties wishing to proceed with the Service, Parties would enter into more Definitive Agreement. Privacy Policy SLT Entrepreneurship Studio’s Privacy Policy available at https://bit.ly/3o9YQ5O shall be an integral part hereof. The Policy sets down the guidelines on SLT’s use of your personal data. Intellectual Property Rights “Intellectual Property Rights” shall include any inventions and discoveries, patents, patent applications (including any continuations, continuations in part, reissues, re-examinations, substitutes, extensions and corresponding international patents and applications), trade secrets, utility models, copyrights (including other literary property and author’s rights whether or not protected by copyright) and trademarks (including all proprietary indicia, symbols, brand names and logos). The intellectual property rights of each party pertaining to the Service hereunder prior to the application of these Terms shall remain with the respective Party (Original Rights). The Entrepreneur shall be the sole owner of the Original Rights. Parties agree that at times the original product concept may change pursuant to the Service hereunder resulting in new products which may contain SLT intellect, intelligence, aptitude and experience. In the event of such change in the original product concept resulting in new products, the intellectual property rights of such new product and derivative work shall be the property of SLT (Developed Rights). The Entrepreneur shall not sell, convey, distribute, license, copy, modify, edit, adapt, create derivative works from, publish, transmit or otherwise make unauthorized use of such Developed Rights. If so required by SLT the Entrepreneur shall promptly hand over/assign the intellectual property rights in those developments including any moral rights thereto by way of written instrument. In the event such assignment requires necessary approvals or consents from any third party, the Entrepreneur shall be solely responsible for obtaining of such approvals/consent. Such approval/consent should be obtained prior to Entrepreneur’s agreement to these Terms. If the negotiations are successful and the parties wish to enter into a Definitive Agreement, the mutual benefit share may be calculated on the Intellectual Property Rights as well. The Entrepreneur’s benefit share will be calculated on the Entrepreneur’s Original Rights and the SLT’s benefit share shall be decided the SLT’s Original Rights and the Developed Rights. Upon settlement of the benefit share there shall not be any additional payment of whatsoever nature including royalty fees for the intellectual property rights of the Entrepreneur. Responsibilities of the Entrepreneur In the event of SLT so requesting, the Entrepreneur shall execute a comprehensive and binding agreement between the Parties. In the event of Entrepreneur being called to be a partner by any other entity/entities, Entrepreneur shall provide the original concept to all such entity/entities and shall not share any Developed Rights or confidential information of SLT. Further in such an event, the Entrepreneur shall promptly inform SLT of his/her/its interest to simultaneously obtain similar services from another entity. SLT may forthwith inform the Entrepreneur of its desire to continue work. If the Entrepreneur simultaneously work with another entity without SLT’s approval on the same product, SLT shall be entitled to claim damages from the Entrepreneur for SLT’s time and effort. Entrepreneur shall not compete with SLT nor have any adverse interest once the product is developed. For better clarity, Entrepreneur shall not see the same product through a different entity while being a party to a valid Definitive Agreement with SLT. Entrepreneur shall treat all information received in terms of its association with SLT as confidential as more fully stated hereunder. Be solely responsible for the setting-up and/or configuring and/or maintaining the Entrepreneur’s equipment required or needed to access and/or connect to the Service; Comply with all notices or instructions given by SLT from time to time in respect of the use of the Service and any infrastructure requirements needed for the provision of the Service; Comply with the rules of any network/person to which the Entrepreneur accesses and/or communicates with through the Service; Be solely responsible for all information retrieved, stored and transmitted through the Service by the Entrepreneur; Not resell to or hire out to or share with any other person or generate revenue through the Service or any part of it, either for a fee or a gratification or otherwise, without the express prior written consent of SLT; Not connect the Service to any telecommunication network or apparatus without the written approval of SLT; Comply with all applicable laws and if applicable, laws of other jurisdictions, including without limitation the Act and its amendments, and any regulations made pursuant thereto and any terms and conditions of any licenses of SLT and licenses of the Entrepreneur; Ensure that the Service is used only by persons authorized by the Entrepreneur and take all necessary security measures required to ensure that the Service is not used and/or accessed by unauthorized users; Not use the Service to cause any threat, harassment, annoyance, inconvenience or anxiety to any person; Be responsible for the safety and protection of the network of SLT for any perils that may or could be introduced through the Service. The Entrepreneur shall comply with the instructions given from time to time by SLT with respect to and take such measures as may be needed to ensure, the protection of the network of SLT. The Entrepreneur hereby agrees that in the event the said network of SLT is damaged and/or lost, the Entrepreneur shall pay to SLT the value of such damage or loss, as may be determined by SLT. Not use the Service for any activity that may or that would or is likely to cause change in traffic in excess of his normal usage and/or is likely to cause congestion in SLT's network; Not use the Service for offensive on moral, religious, racial or political grounds or of an abusive, indecent, obscene or menacing nature. Not to defame, harass, abuse, threaten, stalk or defraud users of the SLT-ES Site, or collect, or attempt to collect, personal information about users or third parties without their consent. .Not use any robot, spider, scraper, or other automated means to access the SLT-ES Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the SLT-ES Site. Not to attempt to gain unauthorized access to the SLT-ES Site, or other systems or networks connected to the SLT-ES Site, through hacking or any other means or interference. Not to make unsolicited messages, advertisements, promotional material proposals, or send junk mail, bulk mail, chain mail or spam to other registered users of the SLT-ES Site. Take all necessary steps to ensure that no computer viruses or harmful programmes are introduced and/or transmitted either through the use of an apparatus or otherwise into a telecommunication network which could be accessed through or by the use of or connected to the Service, whether that network belongs to SLT or a third party; Not use the Service to gain unauthorized access to any telecommunication system or computer system or any information regarded as private by other persons through the Service and to retain such information. The costs and expenses incurred to each party under these terms shall be borne by such party. The final solution and pricing agreed hereunder will become effective under the more Definitive Agreement. Parties shall share the benefit as stated therein. No obligation to Provide Services These Terms are for the convenience of the Parties only. In no event shall these Terms or the Parties’ agreement hereunder or the continued use of the SLT ES-Site be construed to mean that SLT is obliged to enter into any transaction with the Entrepreneur or provide Services to Entrepreneur. The Entrepreneur shall not have any legitimate expectation of whatsoever nature to obtain Services or financial support from SLT through any act of the Entrepreneur including continued use of the SLT ES-Site forthwith the notice from SLT of the rejection of Entrepreneur’s concept. Term and Termination These terms shall be valid until the occurrence of any event below and shall automatically expire upon the earlier occurrence of: Issuance of a Letter of Rejection by SLT of the concept of the Entrepreneur. The execution of a more Definitive Agreement between the parties necessary to put effect to this initiative; or SLT may terminate these Terms for its convenience without assigning any reason thereto or incurring any liability thereto prior to the occurrence of any of the events above. However, in such event SLT shall not use exploit or share any confidential information or concept notes shared by the Entrepreneur. This terms shall survive for a period of 05 years from its collection or as agreed under the more Definitive Agreement, when applicable, whichever occurs earlier. SLT shall terminate these Terms for any breach of the Terms and conditions hereof by the Entrepreneur. SLT shall terminate these terms any insolvency, bankruptcy or appointing of creditors of the Entrepreneur. Notwithstanding anything to the contrary contained in these Terms or any other agreements between the Parties hereto, SLT may without prejudice to any legal right or remedy which may be available to it for any breach or non-observance by the Entrepreneur of the terms and conditions herein, suspend or disconnect the Service and any other services provided by SLT without notice, on any one of the following grounds,: The Entrepreneur fails to perform or commits a breach of the Entrepreneur’s obligations hereunder or is found to be in breach of the Entrepreneur’s warranties and/or representations hereunder; The Entrepreneur enters into liquidation or compounds with the Entrepreneur’s creditors or suffers any similar action in consequence of debt; The Entrepreneur is ordered/directed to cease or suspend its business by any regulatory body; If, in the opinion of SLT, any regulatory authority or governmental body, it is not in the public interest or in the interest of security to continue providing the Service to the Entrepreneur for any reason whatsoever; The Entrepreneur is, in the opinion of SLT, using the Service for illegal or immoral activities or criminal action has been taken or is in the process of being taken against the Entrepreneur for the use of any service which is linked or connected to the Service; If the Entrepreneur’s agreement with any other person or body of persons, either regulatory or otherwise, either in this country or abroad, is determined or any person whose consent is required for the effective operation of the Service withdraws such consent; SLT’s Rights SLT and selected third parties of the Website use "cookies" to provide Users with a better, faster and safer user experience or to show personalized advertising. Where possible, SLT take appropriate security measures to prevent unauthorized access of cookies and similar technologies. A unique ID ensures that only SLT and/or selected third parties have access to User Data on cookies. SLT may collect information of the Entrepreneur and retain them subject to the Privacy Policy. Monitor the activities of the Entrepreneur on SLT-ES Site. Breach In the event of any breach by the Entrepreneur amounting to failure to perform any obligation(s) hereunder, such breach shall render the Entrepreneur liable to pay damages direct, indirect or consequential or any other claim whatsoever on account of loss of business opportunity or any other basis caused to SLT on SLT’s demand. Confidentiality Entrepreneur hereby undertakes to SLT that Entrepreneur together with the Entrepreneur ’s employees, agents, officers and consultants will keep in the strictest confidence, except where disclosure is required by law, any confidential or proprietary information or intellectual property of any nature belonging to SLT and or SLT which may come into the Entrepreneur ’s possession or to the Entrepreneur ’s knowledge during Entrepreneur ’s association with SLT and/or SLT, except where the prior written consent of SLT is obtained. Entrepreneur agrees that, if Entrepreneur fails to observe the its obligations set forth in this Clause, SLT shall be immediately entitled to injunctive and other equitable relief ordering Entrepreneur to specifically perform the Entrepreneur ’s obligations under this Clause, and Entrepreneur consents to the entry of such order and to such injunctive relief, and waives any rule or other requirement for the making of a bond as a condition for obtaining such relief. Such rights to specific performance and an injunction shall be cumulative and in addition to all other legal and equitable rights and remedies SLT may have. General Independent Contractor Nothing in these Terms constitute or may be construed as constituting the as the partner, agent, employee or representative of SLT. The parties shall be independent contractors. Nothing hereof shall create a partnership or a joint venture. Assignment The rights and obligations of the Entrepreneur shall not be capable of assignment by it without the prior written consent in writing of SLT, but subject thereto, shall inure to the benefit of and shall be binding on the respective successors and assigns in title and they shall be bound by these Terms and conditions mutatis mutandis. Force Majeure Neither party shall have any liability whatsoever or be deemed to be in default for any delay or failure in performance of their obligations resulting from acts beyond their control, including without limitation, acts of God, acts or regulations of any governmental or supra-national authority, war, terrorist activities or national emergency, accident, fire, riot, civil commotion, explosions, strikes, lockouts, industrial disputes, pandemics or epidemics. Remedies and Waivers Delay or omission in exercising or partial exercising of any right, power or remedy provided by law or under these Terms and conditions shall impair such right, power or remedy, or operate as a waiver thereof. No term or provision of these Terms shall be deemed waived unless such waiver is in writing. Applicable Law These Terms shall be interpreted in accordance with the laws of the Democratic Socialist Republic of Sri Lanka. Dispute Resolution Any dispute not resolved amicably within a period of 60 days from the first notice thereof shall be settled by a competent Court of Sri Lanka. Full Agreement These Terms together with any references made therein, is the sole and entire agreement between the parties. These Terms supersedes all prior understandings, agreements and documentation relating to such subject matter. The Parties acknowledge and agree that these Terms shall serve as a base document. All further negotiations successfully concluded between the Parties shall be incorporated into the Definitive Agreement. Indemnity shall indemnify and hold harmless SLT against any claim, action, demand, expense, loss or other liabilities whatsoever which may arise as a result of inter alia the negligence and/or omission and/or failure to fulfill the obligations of Entrepreneur under these Terms, including but not limited to third party claims. Termination for convenience SLT may terminate these Terms by giving 30 days written notice to Entrepreneur for its convenience without stating any reason thereto. Non-Exclusivity In no event Entrepreneur shall be treated the exclusive provider of a similar concept. SLT reserves right to provide similar Services to other Entrepreneurs. Disclaimer SLT expressly excludes liability and Entrepreneur shall have no claim for damages consequential or otherwise or any other claim whatsoever against SLT on account of loss of revenue, business or any other basis, either for itself or for any third party, consequent to termination of these Terms. To the extent permitted under the law, SLT disclaims all warranties, statutory, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights. The content of the SLT-ES site is provided on as-is basis and SLT expressly disclaims any warranties on the content therein. SLT disclaims that ES-Sites may be uninterrupted or free of errors, viruses, or other harmful components, nor warrant that any of the foregoing will be corrected. Entrepreneur shall be solely responsible for the use, access, download of data any keep SLT indemnified of any damage caused to the devises or equipment of the Entrepreneur in such use, access or download. SLT shall not, under any circumstance whatsoever, be liable to the Entrepreneur for any loss or damage sustained directly or indirectly by the Entrepreneur or its Entrepreneur(s), licensees or agents and others holding under the Entrepreneur, due to the reason of the failure of the Entrepreneur to maintain its network in proper order, free from computer viruses or harmful programmes being introduced or been let into/or transmitted either through the use of an apparatus or otherwise into a telecommunication network while the use of SLT service. SLT shall also not be liable for any loss or damage sustained by the Entrepreneur due to reason of failure, breakdown or interruption of the Service whatsoever, notwithstanding the cause of such failure, breakdown or interruption of the Service and however long it shall last. Furthermore, no reduction in rates or outage credit shall be due to the Entrepreneur in the event of such occurrences. Any claim what so ever hereunder shall be bought within a period of 1 year from the occurrence there of, in failure whereof the same shall prescribe and have no force whatsoever.