Affiliate Agreement

These Affiliate Terms and Conditions (the “Agreement”) shall constitute an Agreement between you (“You” or “Affiliate”) and Daraz Bangladesh Limited (hereinafter referred to as (the “Company”) for the registration and appointment of the Affiliate to provide the Company with Promotion of the Channels. The Affiliate and the Company shall collectively be referred to as the “Parties” and individually as the “Party”.

The Affiliate must read, agree to, and accept all of the terms and provisions contained in this Agreement, by clicking “I Accept” button, and the Parties hereby agree, acknowledge and accept that clicking such button shall instantly form a valid, effective and legally binding agreement for good consideration between the Parties.

This Agreement constitutes the complete and exclusive statement of the agreement of both the Parties with respect to the subject matter of this Agreement, and supersedes all prior oral and written commitments, understandings, and communications between the Parties regarding such matter. The Company may, at its sole discretion, amend the Agreement, from time to time, by providing the revised version(s) of the same to the Affiliate in writing, at the sole discretion of the Company, without being required to give any prior notice to the Affiliate. Any continued performance of its obligations under this Agreement, by the Affiliate after the revised Agreement has come into effect shall be deemed as the Affiliate’s consent to such revised Agreement.

WHEREAS, the Company is a leading e-commerce organization of Bangladesh which for the purpose of this Agreement is engaged in the provision of advertising services and Affiliate is willing and able to provide promotional services and content of the Channels to Customers, for the Company, for the purpose of increasing the user traffic on those Channels. The Company now engages the Affiliate, and the Affiliate accepts such engagement, to perform the Promotion of the Channels in the Territory on the terms and conditions specified herein.

1. DEFINITIONS

1.1 Advertising Material shall mean any advertising materials provided by the Company to the Affiliate, to be published by the Affiliate on the Affiliate’s Accounts solely for the purposes of conducting the Promotion of the Channels, in accordance with the terms and conditions herein.

1.2 “Affiliate” or “You” shall have the meaning given to the term in the Preamble above (i.e. the first Party named above, who shall be engaged for the purpose of, and authorized by the Company to promote the Channels on the terms and conditions of this Agreement).

“Affiliate’s Account” shall mean all advertising and/or promotion-capable medias utilized by the Affiliate, including without limitation websites, applications, social media accounts, emails, audiovisual media channels (whether digital or traditional), newsletters, Affiliate networks' sub affiliates, their owned and brokered medias, to publish the Advertising Materials for the Promotional of the Channels, in accordance with the terms hereunder.

1.4 “Agreement” shall have the meaning given to the term in the Preamble above (i.e. these Affiliate Terms and Conditions).

1.5 “Channels” shall mean the online marketplace operating under the style and name of ‘Daraz’, through collectively through the (1) mobile application of the same name and (2) the web portals located at www.daraz.com.bdowned and operated by the Company.

1.6 “Chargeback” shall mean a charge that is returned to a Customer’s payment card (whether a debit, credit, or charge card as the case may be) after the Customer successfully disputes an item on their card’s account statement or transactions report with that Customer’s bank.

1.7 “Click” shall mean a Customer’s click on a Hyperlink provided by the Affiliate, which routes that Customer directly to the Channel(s).

1.8 “Commission” shall have the meaning given to the term in Clause 3.1 hereunder.

1.9 “Commission Exemptions” shall have the meaning given to the term in Clause 3.2 hereunder.

1.10 “Company” shall mean Daraz Bangladesh Limited, a company established under the Companies Act 1994, having its registered office at Asfia Tower, House 76, Block E, Road 11, Banani, Dhaka -1213, Bangladesh.

1.11 “Confidential Information” shall have the meaning given to the term in Clause 6.1.

1.12 “Customer” shall have the meaning given to the term in Clause 2.1 hereunder.

1.13 “Hyperlink” shall mean a link provided to the Affiliate by the Company, to the Channel (or a specific Product listing on the Channel) in the form of an exact URL, to be published by the Affiliate in the Affiliate’s Accounts, which identifies the Affiliate whenever a Customer Clicks on it.

1.14 “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

1.15 “Invoice” shall mean the monthly invoice issued by the Company, on behalf of the Affiliate which specifies the Commissions that accrued in favour of the Affiliate in the preceding calendar month, minus any applicable deductions.

1.16 “Net Sales” shall mean sales revenue received by the Company for the sale of any Product to the Customer which involves the (1) Customer’s Click of a Hyperlink; and/or (2) input of a Voucher Code at checkout on the Channel; and where such sale is not directly or indirectly caused by a Commission Exemption; minus all the corresponding applied discounts (whether through Voucher Code, or otherwise applied by the seller of the Product or the Company at checkout).

1.17 “Product” shall mean any product(s) listed for sale by third party sellers on the Company’s Channels.

1.18 “Promotion” shall have the meaning given to the term in Clause 2.1 hereunder. a charge that is returned to a Customer’s payment card (whether a debit, credit, or charge card as the case may be) after the Customer successfully disputes an item on their card’s account statement or transactions report with that Customer’s bank.

1.19 “Returns and Refunds Policy” shall mean the applicable Company policies which govern the procedure for returns and refunds of Products by Customers on the relevant Channels located at Returns and Refunds Policy of Bangladesh.

1.20 “Term” shall have the meaning given to the term in Clause 11.1 hereunder.

1.21 “Territory” shall mean any geographical region in the world.

1.22 “VAT” shall mean value-added taxes.

2. APPOINTMENT

2.1 The Company appoints the Affiliate as its Channel promotion affiliate for the Territory, wherein the Affiliate shall conduct Promotions for the Channels for the Affiliate’s followers, subscribers, and/or any person visiting the Affiliate’s website(s) and/or social media accounts (“Customers”), as well as publish the Advertising Materials of the Affiliate’s Accounts to induce them to visit and use the Channels (“Promotion”).

2.2 Affiliate shall only conduct the Promotion of the Channels to Customers within the Territory, except as otherwise approved in writing by Company.

2.3 The Channels within the Territory will be covered non-exclusively by Affiliate, and the Company is free to engage other affiliates to provide similar services to the Promotion with the Territory.

3. COMPENSATION

3.1 In consideration for the Affiliate’s performance of its obligations and as good and valuable consideration, the Company shall pay to the Affiliate, a commission on the Net Sales in the Territory, at such rates as shall be specified in writing and notified by the Company to the Affiliate, from time to time (“Commission”). The Commission is inclusive of VAT, where applicable, and shall be subject to levy and deduction of all applicable taxes (including without limitation withholding taxes and VAT). The rate(s) applicable to the Commission may be revised at any time at the sole discretion of the Company, subject to prior written notice being provided to the Affiliate to such change.

3.2 The Parties hereby agree, acknowledge and confirm that Commission shall not be payable against Net Sales of any Products (a) which were subsequently returned and/or refunded in accordance with the Company’s Returns & Refunds Policy; (b) against which there was a Chargeback; (c) which were part of a transaction against which any form of fraudulent activity has been suspected or found by the Company, (d) where the order transaction was cancelled by the Customer after placing it; (e) where the Customer purchased the Product with the intention of reselling it; and (f) where the order was linked to the Affiliate’s conduct of any of the prohibited actions specified in Clause 7.6.1-7.6.15 hereunder (hereinafter collectively referred to as “Commission Exemptions”) .

3.3 Commission payments together with the Invoice shall be issued and published by the 7th day of each calendar month of the Term, for the Commission accrued in favor of the Affiliate in the preceding calendar month. Commission against the Net Sales of a Product shall accrue in favor of the Affiliate in the calendar month that the refund/return window of a purchased Product has elapsed for its corresponding Customer, as per the Returns and Refunds Policy, and provided that no Commission Exemptions have occurred against such Product. Commission payments against an Invoice shall be payable by the Company to the Affiliate within 15(fifteen) from the date of issue of the Invoice (subject to the provisions of Clause 3.3.2 hereunder). Commission payments shall be made in Bangladeshi Taka (BDT).

3.3.1 The Parties hereby agree, acknowledge and confirm that once an Invoice has been issued, the Affiliate cannot request any changes to the contents or form of such Invoice, for any reason whatsoever. If the Affiliate wishes to contest the contents of the Invoice, they may only do so to challenge any perceived discrepancies, under the provisions of Clause 3.5.1 and 3.5.2 hereunder (if applicable).

3.3.2 The Company reserves the right to withhold any Commission payments under an Invoice, where the aggregate Commission due and payable under such Invoice is less than BDT 2500 (Taka Twenty-Five Hundred) only. In such event, the Company shall carry over the accrued Commission onto the Invoice for the following calendar month, and pay the same out only once the total Commission due on a subsequent Invoice crosses BDT 2500 (Taka Twenty- Five Hundred).

3.4 The Company shall specify any deductions made against the Commissions in the corresponding Invoice. The Company shall be entitled to make deductions from the Commissions for the following reasons:

3.4.1 To adjust any erroneous overcalculation of Commissions due in a previous Invoice;

3.4.2 For Commissions paid against a previous Invoice, for a Product against which a Commission Exemption under Clause 3.2 (b), (c), (e), or (f) occurred after that corresponding Invoice was issued (or if the Company became aware of such Commission Exemption after the corresponding Invoice was issued);

3.4.3 For any applicable withholding taxes (including VAT if applicable) that the Company is required to withhold as per the law;

3.4.4 For Commissions which are linked to any breach of the Affiliates obligations or representations under this Agreement;

3.4.5 For any processing fees and/or bank charges incurred by Company with respect to the transferring the relevant Commission payments to the Affiliate; and

3.4.6 To set-off any amounts due to the Company from the Affiliate, for any reason whatsoever.

3.5 The Company shall also provide the Affiliate with access to a dashboard on the Channel, which shall allow the Affiliate to view historical data on (a) how many times Customers have visited the Channels by Clicking the Hyperlink; (b) how many orders were placed by the Customers as a result of the Promotion; (c) how much sales revenue was generated to calculate the Net Sales; and (d) Customer conversion rates.

3.5.1 The Affiliate may reconcile Invoice against the data on this dashboard, and in the event the Affiliate finds a discrepancy which potentially indicates an error in calculation of Commissions on the Invoice, the Affiliate shall be entitled to raise a dispute, by notifying the Company in writing no later than 30 (thirty) days after that Invoice is issued.

3.5.2 Where the Affiliate raises a dispute under Clause 3.5.1, the Company shall conclusively investigate the dispute to determine whether or not there is any merit to the dispute, and if so, the Company shall adjust the Commissions payable in favour of the Affiliate on the following Invoice. In the event no merit is found that dispute shall be resolved in favour of the Company. The Company’s calculation of Commission due as a result of such investigation shall be final and conclusive for determination of disputes raised under Clause 3.5.1.

4. PROMOTION AND ORDER TRACKING

4.1 In performance of its obligations under the Agreement, the Affiliate shall not quote any prices, terms, conditions, deals, offers, competitions, campaigns, nor lotteries for any of the Products on the Channels, other than those expressly specified in writing by the Company. Any prices, terms, conditions, deals, offers, competitions, campaigns, and lotteries for the Products are to be established solely by the Company, with immediate effect.
4.2 The Company shall be the custodian of record with respect to all Net Sales of Products, Commissions, and Commission Exemptions. The Parties further hereby agree, acknowledge, and confirm:
4.2.1 That tracking and reporting on the Channels, of orders, Clicks, and sales of Products through the Hyperlink and Voucher Code in conducted by the Company, by which a cookie is dropped on the Customer’s browser to track transaction back to the Affiliate and by which the device ID is used to track transactions generated from the Channels.
4.2.2 The Company credits a sale of the Product to the Affiliate, if the Affiliate is in the last position of the Click chain preceding the purchase of that Product by the Customer.
4.2.3 Cookies dropped for the purpose of order tracking of Products by Customers under Clause 4.2.1 shall be valid and available for 7 days thereafter.
4.3 All orders for any Products on the Channels are subject to acceptance or rejection by an authorized officer of Company at its home office and to the approval of the Company's credit department. The Company shall not be obligated to accept any orders from the Customers and may reject such orders in its whole and sole discretion, with no liability towards the Affiliate for such rejections.

5. RELATIONSHIP OF COMPANY AND AFFILIATE

5.1 Nothing in this Agreement shall be construed to constitute Affiliate as the partner, joint venture, employee, or agent of the Company nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.

5.2 The Company and Affiliate agree that during the Term of the Agreement, and any renewal thereof and for a 01 (one) year period following termination/expiration of the Agreement, neither Party shall hire or engage or attempt to hire or engage an employee of the other or an independent representative under contract with the other Party, without first obtaining prior written approval from the other Party. Both Parties agree that the loss of such employee or independent representative would result in irreparable harm and grants to the other Party the right to seek damages and an injunction in a court of equity or other competent authority to enforce its rights hereunder.

6. CONFIDENTIAL INFORMATION

6.1 Unless otherwise specified in the Agreement, all information exchanged during the course of the Agreement (“Confidential Information”) shall be regarded as confidential between the Parties and shall not be disclosed to any unauthorized person or used by the recipient other than for the purpose to which it relates. Any authorized disclosure to another person(s) shall be on the same terms as to confidentiality as contained in this clause. Parties hereby agree to make available Confidential Information only to those of their employees who need to have access to it for the purposes of this Agreement and to obligate such employees correspondingly to the extent legally permissible.
6.2 If, for the purposes of this Agreement, a Party discloses any Confidential Information to its employees, it shall notify such employees of the confidential nature thereof and make all necessary efforts and take all precautions to bind such employees to keep the Confidential Information strictly confidential.
6.3 During and after the tenure of this Agreement if any Confidential Information is received by a Party under or by virtue of this Agreement the same shall be maintained in the strictest of confidence and trust.
6.4 The following disclosures of the other Party’s Confidential Information shall not be deemed as authorized and shall not be a breach of any of the confidentiality obligations under this Clause 6:
a. To comply with the mandatory provisions of applicable law or the rules of any recognized jurisdiction;
b. The information is in the public domain, other than through a breach of this clause;
c. For the purposes of any arbitration or legal proceedings arising from this Agreement; and
d. To any governmental authority at their request.
6.5 The obligation of confidentiality and limited use shall survive termination of this Agreement and continue even after the termination or expiry of this Agreement.

7. AFFILIATE RESPONSIBILITIES AND PROHIBITIONS

7.1 The Affiliate shall ensure that all individual representatives, personnel, staff of the Affiliate that are involved in the Affiliate’s performance of its obligations under this Agreement, have the requisite access to any equipment and amenities required to enable the Affiliate to perform its obligations under this Agreement (and that the Company shall not be responsible for providing the same). The Affiliate will diligently devote its time and efforts towards the selling of the Products.
7.2 The Affiliate shall conduct all of its performance of its obligations under this Agreement, in its own name and in such manner as it may see fit. The Affiliate shall pay all expenses of its office and activities and will be responsible for the acts and expenses of its personnel/staff/representatives.
7.3 The Affiliate shall not, without the Company’s prior written approval, make any representations or guarantees concerning the Products or accept the return of, or make any allowance for such Products.
7.4 The Affiliate shall abide by Company’s policies and communicate same to the Customers.
7.5 The Affiliate hereby represents, warrants and covenants that:
7.5.1 it has full corporate power and authority to enter into this Agreement;
7.5.2 it will not, by virtue of entering into and performing this Agreement, be in violation of any contractual obligation it owes to a third party or the Company under any other agreement, or any term or provision of any judgment or decree to which it is a party or by which it is bound, nor under any contractual or legal obligation which shall supersede any of the Affiliate’s obligations under this Agreement;
7.5.3 the performance by the Affiliate of the Promotion of the Channels required under this Agreement does not and will not violate any applicable law, rule or regulation or any intellectual property right of a third party;
7.5.4 it will not use in the performance of its responsibilities under this Agreement any confidential information or trade secrets or intellectual property of another person or entity without the appropriate license, authorization, permit or consent;
7.5.5 it is skilled in the professional calling necessary to perform the Promotion of the Channels and its duties and obligations contained herein;
7.5.6 it shall perform the Promotion of the Channels in conformance to and consistent with applicable law and the standards generally recognized as being employed by professionals in the same discipline on an international level in an engagement of similar scope, complexity and duration;
7.6 The Affiliate shall not, under any circumstances, do any of the following:
7.6.1 display any links, materials, or other Company-related content on any website or application that contains any pornographic, hate-related, graphic, violent or illegal content, or any content that promotes discrimination based on race, ethnicity, sex, religion, nationality, disability, sexual orientation or age;
7.6.2 bid for any search engine placement/optimization/marketing using the term “Daraz”, “daraz.com”, “Shop”, “shop.com” or any variation or misspelling of the terms “Daraz” or “Shop”.
7.6.3 display any Company-related content on any website, that in any way disparages the Company, its affiliates or subsidiaries or their products or services or infringes on any of the Company’s intellectual property or other rights.
7.6.4 duplicate, copy, reverse-engineer, edit, modify, truncate, or change the Company’s cookies and/or tracking links in any way.
7.6.5 Cause, encourage, or endorse any transactions to be made with the Company that are not in good faith.
7.6.6 Conduct any activities associated with the Promotion of the Channels that are in any way unethical and/or illegal and/or designed to mislead the Customers.
7.6.7 indulge in any activities that could, in the Company’s judgment, reflect poorly on the Company (and/or the Company’s affiliate businesses, partners and associated undertakings) or otherwise disparage or devalue Company’s reputation or goodwill, or create any confusion amongst Customers between Daraz and any third party.
7.6.8 include any intellectual property of the Company or its affiliates, or a variant or misspelling of such intellectual property, in any domain name, subdomain name, or in any username, group name, email address, or social network identifier, or unauthorizedly use and/or tamper the Company’s name (or any variant or misspelling thereof), Intellectual Property Rights in any manner whatsoever.
7.6.9 Utilize any Company Content to update or create the Affiliate’s own database of business listings information or use the to build an email list for the Affiliate’s own (or any third party’s) commercial purposes.
7.6.10 create, disclose, or sell any information or metrics about, or perform any statistical analysis of the Company’s content.
7.6.11 engage in cookie stuffing or fraudulent activity.
7.6.12 cause any software to be downloaded or installed on a Customer’s systems, without that Customer’s prior affirmative consent.
7.6.13 not set any cookies unless the Advertising Materials are in visible use on that Affiliate Account and allows the Customer to specifically and consciously Click on the same. The Affiliate shall not use layers, add-ons, iFrames, pop- up, pop-under, site-under, Auto-redirect advertisements which automatically redirect the Customer to Advertiser websites without the Customer’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading Clicks that display expected content, shall not be permitted and are strictly prohibited.
7.6.14 not purchase any Products from any Channels through the Promotion, nor through using a Hyperlink, nor through use of any Voucher Codes linked to the Promotion under this Agreement. Furthermore, no Commission shall be payable on any Net Sales generated through violation of this Clause 7.6.14, and any such violations shall constitute a material breach of this Agreement.
7.6.15 not intentionally or negligently cause (whether directly or indirectly) any Products from any Channels through the Promotion, to be purchased by businesses and/or resellers (i.e. any third party that purchases a Product with the intention of reselling the same further). Furthermore, no Commission shall be payable on any Net Sales generated through violation of this Clause 7.6.15, and any such violations shall constitute a material breach of this Agreement.

8. COMPANY RESPONSIBILITIES AND LIMITATIONS OF LIABILITY.

8.1 The Company shall be solely responsible for the ensuring the display, and supply of the Products, and the sellers listing the Products on the Channels shall be responsible for the design, development, production, and performance of its Products and the protection of its trade names. The Company’s aggregate liability towards the Affiliate under this Agreement, whether in contract, tort, or otherwise shall not exceed the amount of aggregate Commission paid to the Affiliate in the 06 (six) months preceding such claim.
8.2 The Company shall not, under any circumstances, be liable for any disruptions, unavailability, glitches, downtime or delays in functionality of its Channels, nor does the Company guarantee, represent or warrant in any way that the Channels shall function free of the same.
8.3 The Company shall not, under any circumstances, be liable to the Affiliate for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities.

9. INTELLECTUAL PROPERTY RIGHTS

The Parties hereby agree, acknowledge and affirm that the Company and its licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Channels and the Advertising Materials. The logos and names are trademarks of the Company and are registered in certain jurisdictions. All other Product names, brand names, marks, logos, and symbols on the Channels may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Agreement confers any license or ownership to the Affiliate or any third party, under any of Company’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

10. INDEMNIFICATION.

The Affiliate shall indemnify, defend, and hold harmless Company, and its directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by the Affiliate or any third party against an Indemnified Party relating to: (a) publishing and/or use of the Advertising Material in any unauthorized manner, or tampering them or any part thereof; (b) the Affiliate’s failure to comply with the Agreement; (c) Affiliate’s failure to comply with applicable law(s) and/or regulation(s); (d) Affiliate’s negligence, willful misconduct, or fraud; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by the Affiliate.

11. TERM AND TERMINATION.

11.1 This Agreement shall come into full force and effect upon the Affiliate’s acceptance of this Agreement in the manner prescribed hereinabove, and shall continue to remain valid and in force, unless otherwise terminated in accordance with this Agreement (“Term”).
11.2 Upon the termination of this Agreement, a final accounting shall be made between the Parties. Company shall maintain an accurate set of books and records regarding Commissions due to Affiliate following the termination of this Agreement. Following termination, the Company shall be entitled to withhold Commissions accrued up to the effective date of termination for a reasonable period after said Commissions become due and payable, to ensure all corresponding Commission Exemptions have been accounted for prior to paying said Commission.
11.3 Upon termination of this Agreement, the Affiliate is entitled to Commissions on all orders solicited prior to the effective date of termination/expiration (which are not subsequently returned/refunded), regardless of when the Company accepts, invoices, or ships such orders. Affiliate shall return, within thirty (30) days of termination all Advertising Materials, as well as any other property of Company that the Affiliate is holding.
11.4 This Agreement may be terminated for the following reasons only:
11.4.1 In the event that either Party shall commit an act of bankruptcy or file a voluntary petition for bankruptcy, or be declared bankrupt in an involuntary proceeding, or file for a plan under any Bankruptcy Act, or place its affairs in the hand of a receiver, or enter into a composition for the benefit of creditors, or perform any other act based upon or due to its inadequate credit position, then the other part to the Agreement may terminate this Agreement immediately by written notice of termination to the other Party.
11.4.2 Save for the provisions under Clause 11.4.4 hereunder, should either Party be in material breach of its obligations and responsibilities under this Agreement, then the other Party may terminate this Agreement by giving 7 days advance written notice of termination to the other Party setting forth the material breach upon which the termination is based. However, after receiving such notice, the Party receiving same shall have 7 days to cure the alleged breach. If such breach is cured, then the termination notice shall stand withdrawn, and this Agreement shall continue in full force and effect.
11.4.3 By either Party, without cause, by serving the other Party a 15-day written notice of termination to the other Party specifying the effective date of such termination therein.
11.4.4 By Company, with immediate effect upon serving a written notice of termination to the Affiliate, in the event that the Merchant is found, in the absolute discretion and sole opinion of the Company, to have committed any fraudulent activity whatsoever, in pursuance of the Affiliate’s obligations under this Agreement.
11.4.5 By mutual agreement of the Parties in writing specifying the effective date of termination.

12. ASSIGNMENT

This Agreement shall not be assigned by the Affiliate, at any time or for any purpose whatsoever, without the Company’s express written consent to such assignment.

13. WAIVER

The waiver by either Party of a right, default, or breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent right, default, or breach.

14. MODIFICATIONS

Any modifications to this Agreement shall only be effective if (1) issued in a revised version by the Company in writing; or (2) if said modification is proposed by the Affiliate, then in a writing signed by both Parties.

15. FURTHER ACTIONS

Each Party shall, without further consideration, execute and deliver such additional documents and instruments and perform all such other and further actions as may be necessary or reasonably requested in order to carry out the purposes and intents of this Agreement.

16. APPLICABLE LAW

This Agreement and any question concerning its validity, construction or performance shall be governed by the laws of The People’s Republic of Bangladesh, irrespective of the place of execution, or the order in which the signatures of the Parties are affixed or the place or places of performance. The Parties agree that the courts, tribunals and/or quasi-judicial bodies located in Dhaka, Bangladesh shall have the exclusive jurisdiction on any dispute arising inside Bangladesh under thus Agreement.

17. SEVERABILITY.

The unenforceability (or the modification necessary to conform with such law and public policy) of any part of this Agreement shall not be deemed to render unenforceable any other part of this Agreement. If any part of this Agreement shall be decided to be invalid or unenforceable in any action or proceeding in which Affiliate or Company are parties, then such part shall be deemed deleted or amended, as the case may be, from the Agreement in order to render the remainder of this Agreement valid and enforceable. Any such deletion or amendment shall apply only where the court rendering the same has jurisdiction.





18. ENTIRE AGREEMENT.

This Agreement contains the entire understanding and Agreement of the Parties with respect to the subject matter hereof. There has been, is and will be, no representation, covenant, or undertaking other than those expressly set forth in this Agreement. Each Party hereby acknowledges and represents that in executing and entering into this Agreement, no other party nor any agent, attorney or other representative of any Party has made any promise, representation, warranty, covenant, warning or inducement whatsoever, express or implied, except as contained in this Agreement. Each Party acknowledges and represents that he has read and understands this Agreement, and each and every provision and term of this Agreement.

19. PARAGRAPH HEADINGS.

All headings set for in this Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or of any of the provisions thereof.

20. DISPUTE RESOLUTION

The Parties agree that any disputes or questions arising hereunder including the construction or application of this Agreement shall first be attempted to be amicably settled by the senior management of the Parties within 15 (fifteen) days of one Party notifying the other Party of such dispute in writing. If the Parties cannot reach an amicable settlement of such dispute within 15 days, then the matter shall be referred to mandatory and binding arbitration in accordance with the Rules of Arbitration of the Bangladesh International Arbitration Centre (“BIAC”) by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Dhaka and the arbitrations shall be conducted in the English Language. The decision of the arbitrator shall be final and binding upon the Parties both as to law and to fact and shall not be appealable to any court in any jurisdiction. The Parties shall share the expenses of the arbitration equally, unless the arbitrator determines that the expenses shall be otherwise assessed.

21. ATTORNEY’S FEES.

If suit or action is instituted in connection with any controversy arising out of this Agreement or an enforcement of any right hereunder, the prevailing Party shall be entitled to recover, in addition to costs, such sums as the court may adjudge reasonable as attorney’s fees, including fees on any appeal.

22. NOTICES.

Any notice to be given or served upon any Party to this Agreement must be in writing and shall be deemed to have been given (i) upon receipt in the event of personal service by actual delivery (including by telecopy or delivery service); (ii) upon posting if deposited in the local post office with proper postage and dispatched by certified mail; or (iii) upon receipt if notice is given otherwise than by personal service or by certified mail. Notices may also be transmitted by facsimile or electronic mail, provided that proper arrangements are made in advance to facilitate such communications and provide for their security and verification.