Merchant Terms of Service

Terms of Service for using DeshiCommerce as a Merchant

Welcome to DeshiCommerce! By signing up for a DeshiCommerce Account or by using any DeshiCommerce Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us”, “our” and “DeshiCommerce” means the applicable DeshiCommerce Contracting Party, and “you” means the DeshiCommerce User (if signing up for or using a DeshiCommerce Service as an individual), or the business employing the DeshiCommerce User (if registering for or using a DeshiCommerce Service as a business) and any of its affiliates.

If any significance changes occur we will inform you via communication means at our disposal.

1. Acceptance & Scope

 

1.1.  DeshiCommerce site Starter/Standard/Advanced package service offerings by DeshiCommerce:

DeshiCommerce is a hosted ecommerce solution. In this solution, Merchant will get:

1. Product Management System for DeshiCommerce site
2. Content Management System for DeshiCommerce site
3. Inventory Management System for DeshiCommerce site
4. Merchant Order Management System for DeshiCommerce site
5. Transaction Data Storage System for DeshiCommerce site
6. Abandoned cart console for DeshiCommerce site
7. API (API will be provided by the Merchant) based Online payment Gateway integration for accepting online product/service purchase payment.
8. API (API will be provided by the Merchant) based shipping service integration for shipping management.

The features may or may not be limited based on the package chosen by the merchant. If the Merchant requires any additional services, that shall be subject to a separate agreement, additional time and fee beyond the scope of this agreement.

1.2. Relationship of Parties:

 Merchant is an independent contractor and is not and shall not be deemed to be an employee, legal representative, Merchant, general agent, joint venture or partner of Company for any purpose. Merchant acknowledges that Company has not granted it any authority to make changes to Company’s terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with Merchants, governmental agencies or third parties.

1.3. Prohibitions:

Under no circumstances Merchant shall defame, falsify, distribute misinformation about DeshiCommerce site.

1.4. Changes in agreement.

The Company retains absolute right to add, remove or change any terms and conditions mentioned or beyond this agreement without showing any cause, at any time.

1.5. Termination of Agreement:

The Company may terminate this Agreement immediately at any time by providing written notice to the Merchant with or without assigning any reason whatsoever. The Merchant may terminate the Agreement by giving 30 (sixty) days of prior notice to the Company.

2. Terms of Service

All service fulfillment by the Company shall be in accordance with the terms and conditions of this Agreement.

2.1.Communications Pursuant to this Service Agreement and Merchant Service Requests: 

All service request shall be made to the Company. The Company acknowledges that its timely acceptance of service request from the Merchant is an integral part of this Agreement. The Company shall have 12 (Twelve) business days after its receipt to accept (or reject for a legitimate business reason) any service requested by Merchant. Should the Company fail to accept or reject an order from Merchant in accordance with this Section, such requests shall be deemed rejected, unless the company accepts such service request with the Merchant’s consent.

2.2. Resale of the Services:

The Merchant shall under no circumstances resell services to another party. If such circumstance occurs, when the Merchant hands over the control and right to business to another party then service agreement shall be continued and effective upon the explicit consent of the company.

3. Representations  

The Merchant and the Company, as applicable, make the following representations, warranties and covenants:

3.1. The Merchant is a business entity duly organized, validly existing and in good standing in Bangladesh, is qualified to do business and in good standing in each jurisdiction located within the Territory and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services hereunder.

3.2. The Company is a business corporation, duly organized, validly existing and in good standing in Bangladesh, and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the products and services. 

3.3. The Company does not warrant and represent that the services shall always be free from errors or defects in design and functionality. However, if such defects or error were to be identified, the company shell put forward its best effort to resolve such issue within reasonable time.

3.4. The company depends on several third parties for service fulfillment. For unavoidable circumstances or system maintenance of the company and third parties, DeshiCommerce site may face downtime. In such cases the company holds no responsibility or liability over Merchant business or operation disruption. However, the company shell put forward its best effort to resolve such issue within reasonable time and ensure DeshiCommerce site maximum possible uptime.

3.5. The Company has all rights, power, and authority to enter into this Agreement.

3.6. The Company’s execution of this Merchant Agreement, and Company’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, and

3.7. Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement. 

3.8. This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms.

4.  Responsibilities of the Merchant

4.1. Merchant agrees that it shall diligently perform the services and obligations detailed in this Agreement. The operations of Merchant are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to the company.
4.2. The Merchant shall abide and operate business on DeshiCommerce site by the law of the land and any misdemeanor or violation of law shall be its sole responsibility.

5. Responsibility of the Company

5.1. Provide, at Merchant’s reasonable request and with or without charge training with regard to any characteristics of DeshiCommerce that Company deems reasonably necessary for Merchant and its employees.
5.2. Provide to Merchant, without charge, reasonable quantities of promotional literature, brochures and commercial and technical information regarding DeshiCommerce.
5.3. Provide support and technical training to Merchant and its personnel as deemed reasonably appropriate by the Company.

6. Engagement process and payment terms

The Engagement Process and corresponding payment terms for this Ecommerce site Agreement are as follows:
6.1. Graphic Design/ UI/ Creative Design/ multimedia – The Merchant will supply any graphics/ design/ artwork/ multimedia (sound/ video) required for the ecommerce site to the developer at either the beginning of the deployment process, or partially during the deployment. Developer will however put its recommendations; assist in graphic/multimedia creation for the betterment of the Application.
6.2. Business Compliance – DeshiCommerce will make sure that the ecommerce website is technically cooperative to the standard coding practices, but not the business compliance. Being owner of the products to be sold via the DeshiCommerce site, only the Merchant will be responsible and liable for the products’ business compliance with any kind of law if applicable.
6.3. The Client warrants and represents that the Web Site content shall be truthful and that all Products sold or otherwise promoted in the Web Site have received any necessary government or other approvals, and are legal to be advertised and sold to consumers Worldwide.
6.4. Default Status A Merchant shall be in default hereunder in the event that it fails to make a payment when due for a period of Seven (7) business days. At that event, DeshiCommerce reserves the right to suspend/terminate the service.

 7. System maintenance 

DeshiCommerce will provide all the necessary system maintenance and for the client’s deshicommerce site to be functional. Under maintenance, DeshiCommerce will perform the following services for the Merchant:

• Edit, revise, update or create minor textual/ graphical content.
• Install any future update that DeshiCommerce brings into the DeshiCommerce site system.
• Consultation and guidance on the use of the ecommerce site whenever Merchant needs via email, online chat and phone. DeshiCommerce will provide text based or video tutorial for the whole system at the end of the deployment. Nevertheless, If in-person training is required by the Merchant, that might be subject to additional charge.  
• Regular monitoring and updating to facilitate performance improvement of the Merchant’s DeshiCommerce site. 
• Protection against hackers from gaining access to the ecommerce site. 
• Database optimization and other performance optimization. Monitoring the software to ensure that everything is working as it should and upgrade where necessary.

8. COPIES, MODIFICATIONS & USE

The DeshiCommerce system is a hosted solution and its codebase is the sole property of DeshiCommerce. The Merchants will only retain the right to the domain name associated with the e-commerce site. DeshiCommerce is offering continued software service to the Merchant to host a DeshiCommerce site. Under no circumstances this agreement confers any right in Merchant to license, sublicense, sell, or otherwise authorize the use of the ecommerce site, whether in executable form, or otherwise, by any third parties, except in connection with the use of the system as part of Merchant’s business.

9. SERVICE AND SUPPORT

We will provide Customer with the following support services during the Subscription Term:

Technical Support: We will use commercially reasonable efforts to resolve Customer’s technical problems with the Service via email, phone, or online chat during our standard business hours of 9 AM to 8 PM.

Knowledge Base: We will maintain a knowledge base containing frequently asked questions (FAQs), troubleshooting guides, and other self-help resources accessible through the Service or a dedicated website.

Service Updates: We will deliver updates, bug fixes, and security patches for the Service on a regular basis. We will use commercially reasonable efforts to minimize downtime during maintenance windows.

Service Level Agreement (SLA) (Optional)

If you require a higher level of service with defined uptime guarantees and resolution timeframes, you may purchase a premium support plan with an SLA attachment outlining specific metrics and remedies for non-compliance.

Exclusions

Our support services do not cover:

Personal training which isn’t included in the package. Any custom feature development request. Issues arising from Customer’s misuse, negligence, or unauthorized modifications of the Service. Compatibility issues with third-party software or hardware not supported by us. Support for features or functionality not included in Customer’s subscription plan.

Customer Responsibilities

Customer agrees to:

Provide us with all necessary information to diagnose and resolve technical problems.
Follow our troubleshooting procedures and documentation. Apply updates in a timely manner.

Support Contact Information

Customers can access support by emailing [email protected], calling at +8801713 681073, or chatting online at facebook.com/deshicommerce during business hours.

10. Confidential & Proprietary Information

10.1. As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, Merchants, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. 

10.2. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.

10.3. In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6. The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure.

10.4. Notwithstanding any other provisions of this Agreement, each party acknowledges that Proprietary Information shall not include any information that: (i) is already known to the Recipient Party at the time of disclosure, or becomes publicly known through no wrongful act of the Recipient Party’s part; (ii) is rightfully received by the Recipient Party from a third party without breach of this Agreement; (iii) is independently developed by the Recipient Party without benefit of information received under this Agreement; (iv) is furnished to a third party by the Disclosing Party without a restriction on the third party’s right to disclose it; or (v) is explicitly approved for release by written authorization by the Disclosing Party.

10.5. It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession.

10.6. The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party. 

10.7. The obligations of the Recipient Party under this Section 6 shall survive termination or nonrenewal of this Agreement. For the avoidance of doubt, the Merchant and sub-Merchant lists of Merchant shall be deemed to constitute Proprietary Information under this agreement.

11. Customer & Transaction data storage, use, retention and deletion.

11.1. The Company Shall store Merchant and Merchant customer consented web, behavioral and explicitly disclosed personal data with for service fulfillment and improvement in it’s own or 3^rd party hosted servers or cloud storage servers.

11.2. The Company Shall analyze Merchant and Merchant customer web, behavioral and explicitly disclosed personal data for service fulfillment and improvement in it’s own or 3^rd party hosted tools and software’s.

11.3. The transaction data will be retained as per Bangladesh laws and relevant guidelines.

11.4. The Company under no circumstances without the explicit written permission of the merchant shall disclose or sell the Merchant Customer data to Merchants competitors.  

11.5. It is The Company’s responsibility to acquire consent of the Merchant for data storage, use and retention. It is the Merchant’s responsibility to acquire the consent of its DeshiCommerce site customer’s. 

11.6. The merchant may request the company anytime to access and inspect the stored data. The company shall comply with the request within reasonable time.

11.7. The Merchant may request deletion of all business, customer account and transaction data. The Company will comply with merchant request within reasonable time upholding compliance and statutory regulations.

12. Duration & Termination

12.1 Effective Date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of one years. (First effective period will be based on the payment received at initiation of contract)

12.2 Merchant Option to Renew. Merchant shall have the option to renew this Agreement for an additional period as mutually decided between the Parties by providing prior written notice to Company within 90 days of the end of the initial period of this Agreement.

12.3 Termination. Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the “breaching Party”) fails to perform any of its obligations hereunder and fails to correct such failure within 30 calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party.

13. Right of Parties at Termination

13.1. Obligations after Termination. In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Merchant except that in the event the Agreement terminates for any reason other than a breach hereof by Merchant, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within 20 (Twenty) days thereafter, or any time period that is mutually decided by the Parties.

13.2. Survival. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.

14. Force Majeure

14.1. Neither Party shall be held liable for any failure/default to perform, either partially or absolutely, due to any cause or circumstance beyond the reasonable control of such Party, including, without limitation, a demand for such Products and other products manufactured by Company which exceeds Company’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, pandemic, epidemic, government imposed restrictions or quarantines, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

15. Trademarks

15.1 The Merchant shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of the Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. Merchant will not institute any proceedings with respect to the trademarks of Company either in Merchant’s own name or on behalf of Company without express written permission of Company. Merchant shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Merchant pursuant to this Agreement or otherwise. Merchant shall execute any documents or do any acts that may be required to accomplish the intent of this Section.

16. General Provisions

16.1. Amendments. This Agreement may be amended only in writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. 

16.2. Governing Law. This Agreement is a contract under the laws of Bangladesh and for all purposes shall be governed by and construed in accordance with the substantive laws of Bangladesh, without regard to its principles of conflicts of law’s provisions.

16.3. Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. 

 16.4. Counterparts; Telefacsimile Execution: This Agreement may be executed in 2 (two) counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by telefacsimile shall also deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

 16.5. Cumulative Remedies. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party. 

 16.6. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. 

 16.7. Exhibits and Schedules. The exhibits or schedules attached hereto are an integral part hereof and all references herein to this Agreement shall include such exhibits and schedules. 

 16.8. Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i) shall be in writing; (ii) shall be sent by a messenger of the Party sending it, certified or registered Bangladesh Post Office letter, a reliable express delivery service or email (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and (iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, Bangladesh post office or express delivery service, or (B) a receipt generated by the sender’s email showing that such communication was sent to the appropriate number on a specified date, if sent by email. All such communications shall be sent to the addresses for each Party as first set forth above, or to such other addresses or numbers as any Party may inform the others by giving 2 days prior notice.

 16.9. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 

16.10. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns. 

17.Notice Address

Any notice or other communication required or permitted to be given between the parties under this agreement shall be given in writing in digital or traditional channels at the following address or such other addresses may be communicated time to time:

For DeshiCommerce