Terms of Service: Nagbak Seller/Buyer

Last updated: MRCH 20, 2021

1. INTRODUCTORY

Important – please read these terms carefully. By using this Service, you agree that you have read, understood, accepted and agreed with the Terms and Conditions.. You further agree to the representations made by yourself below. If you do not agree to or fall within the Terms and Conditions of the Service (as defined below) and wish to discontinue using the Service, please do not continue using the Services of Nagbak. The terms and conditions stated herein (collectively, the “Terms and Conditions” or this “Agreement”) constitute a legal agreement between you (the Seller) and Nagbak(the “Company”).

In order to use the Service (each as defined below) you must agree to the Terms and Conditions that are set out below. By using the mobile application platform supplied to you by the Company (the “platform”),or using any associated software supplied by the Company (the “Software”) which overall purpose is to enable the Service (each as defined below), you hereby expressly acknowledge and agree to be bound by the Terms and Conditions, and any future amendments and additions to this Terms and Conditions as published from time to time at Nagbak or through the Platform.

2. SERVICES

The Company offers information, method and platform for selling and delivery of your commodities, through drivers and vehicle operators, by scheduling, obtaining and establishing contact with Customers, but does not have any responsibility or liability for/or against any delivery or selling platform services provided to the Customers or you.

The Company reserves the right to modify, vary or change the terms and conditions of this Agreement or its policies relating to the Service at any time as it deems fit. Such modifications, variations or changes to the Terms and Conditions policies relating to the Service shall be effective upon the posting of an updated version at Nagbak. You agree that it shall be your responsibility to review this Agreement regularly whereupon the continued use of the Service after any such changes, whether or not reviewed by you, shall constitute your consent and acceptance to such changes.

3. NOT A MERCHANT

THE COMPANY IS A TECHNOLOGY COMPANY THAT DOES NOT PROVIDE OR ENGAGE IN MERCHANT SERVICES AND/OR PRODUCTS TO BE SOLD ON THE ONLINE PLATFORM. THE SOFTWARE AND THE APPLICATION ARE INTENDED TO BE USED FOR FACILITATING YOU (AS A MERCHANT) TO OFFER YOU WITH A PLATFORM FOR SELLING YOUR PRODUCTS AND DELIVERING THEM TO YOUR CUSTOMER.

THE COMPANY SHALL HOWEVER REPAY THE MERCHANT THE AMOUNT OF MONEY THAT REMAINS DUE AGAINST THE GOODS THAT YOU PROVIDED TO THE DELIVERY PERSONALS ON CREDIT, IN SUCH TIME AND METHOD AS AGREED BETWEEN THE COMPANY AND YOU.

THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR THE ACTS AND/OR OMISSIONS OF ANY SERVICES YOU PROVIDED TO YOUR CUSTOMERS, AND FOR ANY ILLEGAL ACTION COMMITTED BY YOU OR THE INDIVIDUAL WHO CONDUCTS DELIVERY. YOU SHALL, AT ALL TIME, NOT CLAIM OR CAUSE ANY PERSON TO MISUNDERSTAND THAT YOU ARE THE AGENT, EMPLOYEE OR STAFF OF THE COMPANY, AND THE SERVICES PROVIDED BY YOU IS NOT, IN ANYWAY, BE DEEMED AS SERVICES OF THE COMPANY.

YOU ARE FORBIDDEN FROM PROMOTING COMPETITORS APPLICATIONS, GIVING OUT COUPONS AND SUGGESTING ANY OTHER FORM OF DISCOUNTS TO THE CUSTOMERS.

4. RIGHT TO REFUSE AND BLACKLIST

Notwithstanding anything herein written, the Company may, at its sole and absolute discretion, blacklist you permanently or temporarily and reject your request to use the Platform and / or Service or any part thereof for such reasons as it deems fit, including but not limited to receiving complaints about you from customers, delivery personals or employees of the Company about your behaviour or interaction with anyone whatsoever (including but not limited to your employees, law enforcement, government authorities) or competence lower than reasonably expected whilst using the Service.

5. REPRESENTATION AND WARRANTIES

By using the Service, you expressly represent and warrant that you are legally entitled to accept and agree to the Terms and Conditions and that you are at least eighteen (18) years old. Without limiting the generality of the foregoing, the Service is not available to persons under the age of eighteen (18) or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship. By using the Service, you further represent and warrant that you have the right, authority and capacity to use the Service and to abide by the Terms and Conditions. You further confirm that all the information which you provide shall be true and accurate. Your use of the Service is for your own sole, personal use. You undertake not to authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Service, you agree to comply with all applicable laws of your own country to which you are subject to . Besides, you will also be bound by applicable laws, rules and regulations of the country of origin of the Company where it is registered to the extent it is applicable and consistent with the laws and regulations of your local territorial jurisdiction in pursuant to bilateral treaty, the international business and commercial laws subject to the provisions contained hereinafter.

The Company reserves the right to terminate this Agreement should you be using the Service with an incompatible or unauthorized device or for purposes other than which the Application or Software is intended to be used.

By using the Service, you represent, warrant, undertake and agree that:

1. You possess a valid Trade license and are authorized to operate a Seller service and have all the appropriate licenses, approvals and authority to provide the products in the jurisdiction in which you use the Service;
2. You shall forthwith provide to the Company such information and identity documents, including but not limited to National ID Card and Trade Licenses, as reasonably requested by the Company;
3. You understand and acknowledge that the Company may take up to five (5) working days for all identity documents to be reflected in your account or for any payments cleared to or from your account.
4. You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to personal injuries, death, total loss and property damages which is due to or is alleged to be a result of your conduct;
5. You shall obey all local laws related to the operation of your trade and will be solely responsible for any violations of such local laws;
6. You will only use the Service for lawful purposes;
7. You will only use the Service for the purpose for which it is intended to be used;
8. You will not use the Platform for sending or storing any unlawful material or for fraudulent purposes;
9. You will not use the Platform to cause nuisance, annoyance.;
10. You will not use the Service, Application and/or Software for purposes other than obtaining the Service;
11. You shall not contact the Customers for purposes other than the Service;
12. You will not impair the proper operation of the network;
13. You will not try to harm the Service, Application and/or the Software in any way whatsoever;
14. You will not copy, or distribute the Software or other content without written permission from the Company;
15. You will only use the Software and/or the Application for your own use and will not resell it to a third party;
16. You will keep secure and confidential your account password or any identification we provide you which allows access to the Service;
17. You agree to provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of the Agreement. You agree that the Company may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, the Company has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice;
18. You will only use an access point or data account (AP) which you are authorized to use;
19. You will not use the Service or any part thereof for selling contraband items and if, in the event that you display suspicious behaviour, you will fully comply with the request of the third party service provider, any government authority and / or law enforcement, to inspect any bags and / or items you are carrying with you which may or may not be readily visible;
20. Before the Delivery personnel is collecting goods from you for delivery, the delivery personal can commence a topical search of the products in order to ensure that they are visibly in a good condition.
21. After collecting goods from you, the delivery personal must sign a receipt stating that you have provided the products in good conditions. Hence, any damage or defect caused to the product while they remain in your possession shall be your responsibility and must be replaced and/or compensated for personally by you.
22. You shall not impair or circumvent the proper operation of the network which the Service operates on;
23. You agree that the Service is provided on a reasonable effort basis; and

6. LICENSE GRANT & RESTRICTIONS

The Company and its licensors, where applicable, hereby grants you a revocable, non-exclusive, non- transferable, non-assignable, personal, limited license to use the service, solely for your own personal purpose, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by the Company and its licensors.

(a) You shall not

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the service in any way; post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, remove any copyright, trademark or other proprietary rights notices contained in the Service.

(b) You may use the service only for your personal purposes and shall not use the service to:

send spam or otherwise duplicative or unsolicited messages; send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights; send material containing products that are harmful to its recipients; interfere with or disrupt the integrity or performance of the service; attempt to gain unauthorized access to Softwares and/or the Applications or related systems or networks belonging to the company; or Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity to abstain from any conduct that could possibly damage the Company’s reputation or amount to being disreputable.

7. PAYMENT TERMS

Any fees which the Company may charge you for the Service, are due immediately and are non-refundable (“Service Fee”). This no-refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate or suspend your usage, disruption caused to the Service either planned, accidental or intentional, or any reason whatsoever. YOU ACKNOWLEDGE THAT THE TOTAL AMOUNT OF MONEY CHARGED FOR THE GOODS SOLD TO THE CUSTOMER INCLUDES THE SOFTWARE USAGE FEE, WHICH THE THIRD PARTY IS COLLECTING ON BEHALF OF YOU. SUCH SOFTWARE USAGE FEE MAY BE UP TO 100% OF THE PRICE STIPULATED FOR THE SERVICE FOR EACH TIME THE CUSTOMER PURCHASES SOMETHING, WHICH SHALL BE DETERMINED BY THE COMPANY, AT ITS DISCRETION, FROM TIME TO TIME. The amount that remains due to the Seller, shall be kept within the records of the Company and shall be paid out and/or for by the company to the designated bank account of the Seller, at such a time and such intervals as agreed upon between the parties. The Company may, at its sole discretion, make promotional offers with different features and different rates to any of the Customers whereby these promotional offers shall accordingly be honored by you. The Company may determine or change the Service Fee as the Company deems in its absolute discretion as necessary or appropriate for the business.

8. PAYMENT BY CUSTOMER

The Customer may choose to pay for the Products by cash and where available, by pre-purchased credits (“Nagbak Credits”) provided that in the event the payment is made vide Nagbak Credits, the Company shall reimburse to you the portion of the said payment that is due to you as per these Terms and Conditions. Any complaints that the Customer shall have regarding the products provided by you shall be taken up by the Customer with you directly. The Company retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where it reasonably believes the Customer to be in breach of the Terms and Conditions between the Customer and the Company. In such an event, you shall not hold the Company liable for any withholding of, delay in, suspension of or cancellation of, any payment to you. You agree that you will cooperate in relation to any criminal investigation that is required and to assist the Company in complying with any internal investigations, instructions from the authorities or requirements of prevailing laws or regulations in place.

9. TAXES

You agree that this Agreement shall be subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any future taxes that may be introduced at any point of time. You further agree to use your best efforts to do everything necessary and required by the relevant laws to enable, assist and/or defend the Company to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Services supplied under this Agreement.

10. CONFIDENTIALITY

You shall maintain in confidence all information and data relating to the Company, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of the Company (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from the Company, or any of its affiliated companies, or created in the course of this Agreement. You shall further ensure that you only use such confidential information in order to perform the Services, and shall not without the Company’s prior written consent, disclose such information to any third-party nor use it for any other purpose. You shall only disclose such information to such officers, employees and agents as need to know it to fulfil its obligations under this Agreement.

The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:

was at the time of receipt already in the Recipient’s possession; is, or becomes in the future, public knowledge through no fault or omission of the Recipient; was received from a third-party having the right to disclose it; or is required to be disclosed by law.

11. PERSONAL DATA PROTECTION

You agree and consent to the Company using and processing your Personal Data for the Purposes and in the manner as identified hereunder.

For the purposes of this Agreement, “Personal Data” means information about you, from which you are identifiable, including but not limited to your name, identification card number, birth certificate number, passport number, nationality, address, telephone number, credit or debit card details, race, gender, date of birth, email address, any information about you which you have provided to the Company in registration forms, application forms or any other similar forms and/or any information about you that has been or may be collected, stored, used and processed by the Company from time to time and includes sensitive personal data such as data relating to health, religious or other similar beliefs.

The provision of your Personal Data is voluntary. However, if you do not provide the Company your Personal Data, your request for the Application may be incomplete and the Company will not be able to process your Personal Data for the Purposes outlined below and may cause the Company to be unable to allow you to use the Service.

The Company may use and process your Personal Data for business and activities of the Company which shall include, without limitation the following (“the Purpose”):

1. To perform the Company’s obligations in respect of any contract entered into with you;
2. To provide you with any services pursuant to the Terms and Conditions herein;
3. To process your participation in any events, promotions, activities, focus groups, research studies, contests, promotions, polls, surveys or any productions and to communicate with you regarding your attendance thereto;
4. Process, manage or verify your application for the Service pursuant to the Terms and Conditions herein;
5. To validate and/or process payments pursuant to the Terms and Conditions herein;
6. (f) To develop, enhance and provide what is required pursuant to the Terms and Conditions herein to meet your needs;
7. To process any refunds, rebates and/or charges pursuant to the Terms and Conditions herein;
8. To facilitate or enable any checks as may be required pursuant to the Terms and Conditions herein;
9. To respond to questions, comments and feedback from you;
10. To communicate with you for any of the purposes listed herein;
11. For internal administrative purposes, such as auditing, data analysis, database records;
12. For purposes of detection, prevention and prosecution of crime;
13. For the Company to comply with its obligations under law;
14. To send you alerts, newsletters, updates, mailers, promotional materials, special privileges, festive greetings from the Company, its partners, advertisers and/or sponsors;
15. To notify and invite you to events or activities organised by the Company, its partners, advertisers, and/or sponsors;
16. To share your Personal Data amongst the companies within the Company’s group of companies comprising the subsidiaries, associate companies and/or jointly controlled entities of the holding company of the group (“the Group”) and with the Company’s and Group’s agents, third party providers, developers, advertisers, partners, event companies or sponsors who may communicate with you for any reasons whatsoever.

If you do not consent to the Company processing your Personal Data for any of the Purposes, please notify the Company using the support contact details as provided in the Application.

If any of the Personal Data that you have provided to us changes, for example, if you change your e- mail address, telephone number, payment details or if you wish to cancel your account, please update your details by sending your request to the support contact details as provided in the Application. We will, to the best of our abilities, effect such changes as requested within fourteen (14) working days of receipt of such notice of change.

By submitting your information, you consent to the use of that information as set out in the form of submission and in this Agreement.

12. CUSTOMER INTERACTIONS WITH PROMOTIONS MADE BY YOU

During use of the Service, you may provide promotional offers to customers showing your goods and/or services through the Service, Software and/or the Application. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable Customer. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such Customer. The Company does not endorse any applications or sites on the Internet that are linked through the Service, Application and/or the Software, and in no event shall the Company, its licensors or the Group be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Service to you pursuant to the Terms and Conditions. You recognize, however, that certain third-party providers of transportation, goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the Company is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the Customer.

13. INDEMNIFICATION

By agreeing to this Agreement upon using the Service, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Terms and Conditions or any applicable law or regulation, including any local laws or ordinances, whether or not referenced herein; (b) your violation of any rights of any third party, including, but not limited to over the customers, delivery personal, as a result of your own interactions (c) your use (or misuse) of the Service, Application and/or Software.

14. DISCLAIMER OF WARRANTIES

THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES, APPLICATION AND/OR THE SOFTWARE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE, APPLICATION AND/OR THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE APPLICATION AND/OR THE SOFTWARE WILL BE CORRECTED, OR (F) THE APPLICATION OR THE SERVER(S) THAT MAKE THE APPLICATION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (G) THE APPLICATION AND/OR THE SOFTWARE TRACKS YOU OR THE VEHICLE USED BY THE TRANSPORTATION PROVIDER. THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY EXCLUDED AND DISCLAIMED TO THE HIGHEST AND MAXIMUM EXTENT.

15. INTERNET DELAYS

THE SERVICE, APPLICATION AND/OR THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THE DEVICE USED BY YOU BEING FAULTY, NOT CONNECTED, OUT OF RANGE, SWITCHED OFF OR NOT FUNCTIONING. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DAMAGES OR LOSSES RESULTING FROM SUCH PROBLEMS.

16. LIMITATION OF LIABILITY

18. NOTICE

The Company may give notice by means of a general notice on the Application, electronic mail to your email address in the records of the Company, or by written communication sent by Registered mail or pre-paid post to your address in the record of the Company. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by Registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) by letter sent by courier or registered mail to the Company using the contact details as provided in the Application.

19. ASSIGNMENT

The agreement as constituted by the terms and conditions as modified from time to time may not be assigned by you without the prior written approval of the Company but may be assigned without your consent by the Company. Any purported assignment by you in violation of this section shall be void.

20. MISCELLANEOUS

This Agreement shall be governed by law of your own country, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the jurisdiction of the courts of your own country subject to the exhaustion of mandatory adherence and compliance of procedure for Arbitration provided hereinafter. Besides, you will also be bound by applicable laws, rules and regulations of the country of origin of the company where it is registered to the extent it is applicable and consistent with the laws and regulations of your local territorial jurisdiction in pursuant to the international business and commercial laws to which you hereby agree to submit to.

Furthermore, in the event that the law in your own Country does not allow jurisdiction to be that of the courts of country of origin of the Company where it is registered provided that where judgment of such court is unenforceable in your own country and territory, unresolved disputes shall be referred to the Bangladesh International Arbitration Centre (“BIAC”), in accordance with the Rules of the BIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the parties (the “Arbitrator”). If parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of BIAC in accordance with the Rules.

For the purpose of this agreement and the provision of Arbitration provided hereinbefore, the and venue of the arbitration shall be at Dhaka, in the English language and the fees of the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.

Provided that, at the discretion of Nagbak the Arbitrator as well as place of Arbitration can be changed for effective and prompt resolve of issues, disputes etc under this agreement.

No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Service.

If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. This shall, without limitation, also apply to the applicable law and jurisdiction as stipulated above. The failure of the Company to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. The Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations or discussions, whether written or oral (if any) between the parties regarding the subject matter contained herein. You hereby agree that the Company is entitled to terminate this Agreement immediately in the event that you are found to be in breach of any of the terms stipulated in this Agreement. For the avoidance of doubt, the termination of this Agreement shall not require the Company to compensate, reimburse or cover any cost incurred by you, including but not limited to the credit reserved with the Company or any other monies paid to the Company in the course of performing your obligations under this Agreement.