Vendor’s Terms and Conditions
This document is an electronic record in
terms of Information Technology Act, 2000 and rules made there under as
applicable and the amended provisions pertaining to electronic records in
various statutes as amended by the Information Technology Act, 2000. This
electronic record is generated by a computer system and does not require any
physical or digital signatures and the same has been incorporated by reference
in the Vendor Agreement (defined below).
These Terms & Conditions (“Terms”) form part of the
Vendor Agreement (“Vendor Agreement”) entered into between the BEN.COM.BD, a company incorporated under the Companies Act, 1956 having
its registered office at house: 43, 2nd floor, Road: 11, Block:
E, Nike tan, Gulshan-1, Dhaka-1212. ("Company") and you, the
Vendor ("Vendor"). The Terms are incorporated in the Vendor
Agreement by way of reference and constitutes part of the binding Vendor
Agreement executed between the Company and the Vendor.
The domain name ben.com.bd (hereinafter referred to as “Portal/Website")
is owned by the Company and operates as an online e-commerce marketplace for
the display, advertising and sale of lifestyle products by various vendors to
the end customers (“Customers”) and provides related services to the
vendors and to the Customers / users of the Portal on behalf of the vendors (as
the vendor’s service provider). The Company shall act as Vendor’s service
provider for providing various services in relation to the sale of its Products
as agreed under the Vendor Agreement (“Products”), and the use of the
Portal for enabling promotion / advertisement of the its Products (“Services”).
The Vendor shall offer its
Products to the Company for the purpose of sale by the Vendor on the Portal.
Based on market analysis conducted by the Company, the Company may make
recommendations to the Vendor from time to time on the specific Products and
the quantities thereof, from the entire range/collection that are to be
displayed, advertised and offered for sale by the Vendor through the Portal.
The Vendor shall make its final decision on the Products and their quantities
to be displayed on the Portal on the basis of such recommendations.
Notwithstanding the foregoing, the Company has the right to refuse
to display, or withdraw from the Portal, any Product for sale on the
b. The Vendor shall exclusively offer for display, advertising and
sale certain Products, as specifically agreed in the Vendor Agreement, through
the Portal only (“Specified Product Lines”). The
Vendor shall not, in respect of the Specified Product Lines, seek, accept from
or appoint any other entity to provide any services similar to the
Services without first obtaining the prior written approval of the Company.
c. The Products offered for sale by the Vendor are either
manufactured by the Vendor or are sourced/ purchased by the Vendor from third
party suppliers/manufacturers (“Suppliers”). In the event the Vendor
purchases the Products from the Supplier, the Vendor has furnished a no
objection certificate from the owner/manufacturer of the Products in the format
provided by the Company and annexed to the Vendor Agreement.
3. Services to be provided by the
As part and parcel of the
Services, the Company shall carry out the following functions for and on behalf
of the Vendor for consideration as agreed under the Vendor Agreement.
a. Facilitation of Sale of Products through the Portal:
i. The Vendor authorizes the Company to, on behalf of the Vendor,
provide to Customers / users of the Portal:
(a) Information and assistance
in relation to the listed Products and sales thereof,
(b) Information in
relation to status of the order placed by Customers, and
(c). Operating a customer help desk for other inquiries in relation to
Products and orders, customer complaints and grievances.
ii. The Vendor agrees and undertakes to fully co-operate with the
Company as reasonably required, in connection with any customer-service
functions undertaken by the Company. Such services can be provided by the
Vendor either on its own or through the Suppliers, as the case may be.
iii. The Vendor authorizes the Company to place;
(a). a description of the Vendor (including but not limited to
description of Suppliers, where so directed by the Vendor) and
(b). description of each of its Products (including but not
limited to the technical description of the Products, brand name of the
Product, the price of the Product and any applicable warranty terms) on the
(c). Vendor rating based on vendor performance and customer
iv. The Vendor authorizes and acknowledges that the Company shall
offer end of season sale discounts on the Portal twice a year i.e. for the
period 1st July – 31st August and 1st January
to 15th February, each year. Such discounts shall be borne by
the Parties in the manner agreed in the Vendor Agreement.
v. The Vendor authorizes the Company to offer certain discounts
during the year (other than EOSS) wherein the discount % and sharing ratio
shall be decided mutually between the Vendor and the Company from time to time.
i. The Company shall advertise / display, on behalf of the Vendor,
the Products on the Portal based on the preference opted for by the Vendor in
the Vendor Agreement.
ii. The costs of such advertisement shall be borne by the Vendor as
mutually agreed between the Company and the Vendor as per terms of the Vendor
iii. The Company shall inform the Vendor of the date(s) that have been
assigned for the shoot of the Products in relation to display of the Products
on the Portal and the advertisements. It shall be the obligation of the Vendor
to provide samples of the Product selected for display on the Portal at least
10 (ten) calendar days in advance of the day for shoot.
c. Quality and Quantity Assurance:
i. Prior to the advertising of a Product on the Website, the Company
shall carry out a quality assessment of the samples provided by the Vendor for
the shoot based on the relevant quality parameters prescribed by the Vendor (“Quality
ii. Where sample Products do not satisfy the Quality Parameters, the
Company shall inform the Vendor as soon as possible and the Vendor shall
thereafter replace, repair or improve or upgrade all the relevant Products so
as to make them comply with the Quality Parameters. The Vendor shall thereafter
provide fresh sample Products to the Company out of such replaced, repaired or
improved or upgraded Products and the process of assessing the quality thereof
shall be carried out again.
iii. Where the Products are sourced by the Vendor from Suppliers, the
Vendor shall ensure that such Supplier repairs or improves or upgrades or
replaces all the relevant Products so as to make them comply with the Quality
Parameters. Such repaired or improved or upgraded or replaced Products shall
also be subject to assessment based on the Quality Parameters.
iv. Prior to the Product(s) being displayed / advertised on the
Portal, the Vendor shall, within 2 (two) business days, ensure the availability
of the Products (the samples of which have satisfied the Quality Parameters as
stated above) for servicing customer orders, and provide the stock summary to
be uploaded on the site (“Stock Statement”).
v. Further provided that in the event that due to any reason the
Product(s) in respect of which the Stock Statement has been furnished become
unavailable in the stated quantities, the Vendor shall immediately, from such
Product(s) or stated quantities thereof becoming unavailable, update the
inventory on site.
vi. In case, the Product is being shot by the Company and thereafter,
the Vendor is unable to make the Product available for display and delivery
through the Portal for at-least a period of 30 (thirty) days, the Vendor shall
be liable to pay Tk. 500 as photography cost per Product.
d. Ordering, Packaging and Delivery:
i. The Portal will enable Customers to place orders for the
Product(s) they wish to purchase on the Website.
ii. Upon receiving the confirmation of the order by the Customer, the
Company will update the details of the confirmation of the order on the
internal portal which the Company shall maintain for the Vendor.
iii. The Vendor hereby irrevocably confirms that upon receiving the
confirmation of the order by the Customer in respect of any Product, the
Company shall be entitled to, and be deemed to have been authorized by the
Vendor, to collect directly or through its nominees or third party service
providers, the relevant Product(s) from the Vendor for the purposes of
delivering to the Customer on behalf the Vendor, within 24 hours of the
confirmed order being received on the Portal. The Vendor will use packing
material mutually agreed with the Company to package the Product and keep it
ready for collection. The materials and collateral's to be used for outermost
package layer shall be provided by the Company.
iv. The Vendor shall ensure to provide all relevant authorizations in
favor of the Company to facilitate aforesaid collection of the relevant
Products from the Vendor.
v. Before arranging the delivery of the relevant Products to the
Customer on behalf of the Vendor as a service provider, the Company may verify,
on behalf of the Vendor as a service provider, the consignment against the
confirmed order placed by the relevant Customer, and such other Quality
Parameters as may be reasonably required or specifically instructed.
vi. For the avoidance of doubt, it is hereby clarified and the Parties
agree that by carrying out the quality assessment exercise on behalf of the
Vendor of the Products envisaged as above, the Company is not assuming any
liability or responsibility for such exercise or arising in connection
vii. The Company shall take all commercially reasonable steps to keep
the Customer informed of any delays which may take place in the delivery of any
e. Invoicing and Collection and Payments:
i. The Vendor will generate, print and issue an invoice for the
purchased Product to the Customers from the Vendor portal provided by the
Company. At times, the Invoice may contain some additional shipping, COD or any
other charges charged to the Customer based on the Company’s policy from time
to time. The Vendor agrees to book the same in their books against which the
Company will raise the debit note to the Vendor for equivalent amount resulting
in no gain/ loss to the Vendor.
ii. It is agreed that the Vendors who have opted to bear the freight
charges under the Vendor Agreement will be liable to pay the following charges:
(a) For every order shipped: Tk. 50 per 500 gms (or any portion
thereof) of the weight of the product so shipped + Tk. 50 for any additional
500 gms or part thereof; and
(b) For every order returned: Tk. 50 per 500 gms (or any portion
thereof) of the weight of the product so returned + Tk. 50 for any additional
500 gms or part thereof; and
iii. The Company shall collect the payments from the Customers on
behalf of the Vendor as its service provider.
4. Payment Terms
a. The Customers shall be given the choice to make payments for the
purchase of the Product by way of online payments, cash on delivery or any
other legal methods of payment as may be available on the Portal from time to
b. The Company shall generate and provide to the Vendor fortnightly
reports of the Products that are being delivered which reports shall contain
details of the orders placed, the sale amounts invoiced, sales not delivered
and hence RTO (return to origin) and any returns by the Customer as per the
R&R Policy (as defined below) (“Reports”).
c. It is hereby clarified that Company shall not be required to
provide any other information (including any confidential information or any
information about the Customers) to the Vendor vide such Reports or otherwise
and any such information shall be the proprietary information of the Company.
d. The payment of sale proceeds of the Products by the Company to the
Vendor shall be on a fortnightly basis. At the expiry of every twenty (20)
calendar days from a fortnight (each a “relevant fortnight”), the
Company shall remit to the Vendor the sale proceeds of the Products which have
been duly delivered to the Customers during a relevant fortnight after
deducting there from (i) the Company’s Margin on the Products sold and
delivered to the Customers as agreed in the Vendor Agreement ("Margin”);
(ii) any other costs incurred by the Company in relation to provision of other
Services, as agreed under the Vendor Agreement (including without limitation
the shipping charges, COD charges, advertisement costs etc.);
(iii) any adjustments for any RTO and returns received from the
Customers within three (3) months from the date of delivery of Products to a
Customer; and (iv) all other amounts due and payable by the Vendor to the
Company on accordance with these Terms & Conditions and/or the Vendor Agreement.
e. The Margin retained by the Company shall be subject to applicable
withholding taxes (wherever applicable). Accordingly, the Company shall
reimburse the TDS amount so deductible on the Margin to the Vendor (if and as
agreed in the Vendor Agreement). The Vendor shall issue a TDS certificate to
that effect to the Company within 30 days of the end of a calendar quarter
failing which the Vendor shall be liable to pay/reimburse to the Company such
TDS amount. The aforesaid amounts shall be adjusted in the ensuring fortnightly
payment by the Company to the Vendor.
5.Return & Refund
a. The Company has a Return and Refund Policy (“R&R Policy”)
which is applicable to the sale of Products through the Portal.
b. The Vendor has been provided a copy of the R&R Policy or has
been given access to the R&R Policy and the Vendor hereby confirms that the
terms of the R&R Policy are acceptable to the Vendor.
c. The Company shall prominently display the R&R Policy on the
Portal so that the Customers are aware of the R&R Policy.
d. If a Customer is entitled to a return or refund for any Product in
accordance with the R&R Policy, the Company shall make such return or
refund solely on behalf of the Vendor as per the R&R Policy and adjust the
amount so paid to such Customer from any amounts payable by the Company to the
Vendor. The Vendor hereby agrees that such adjustments can be made from the
amounts payable by the Company to the Vendor up to a period of 30 (Thirty) months
from the date of delivery of Products to the Customer.
6. License to Make Use of
a. The Vendor hereby grants to the Company for the Term a royalty
free irrevocable license to use its Intellectual Property for the purposes of
providing the Services by the Company as contemplated hereunder.
b. In the event, the Vendor sources the Products from any Supplier,
the Vendor shall obtain all applicable licenses and consents for the use of
such Supplier’s Intellectual Property in connection with the Product being
sourced from such Supplier for the purposes of providing the Services by the
Company, prior to the display / advertising of such Products on the Portal.
A ‘no objection certificate’ in
this regard shall also be procured by the Vendor from the
Supplier in the format annexed to the Vendor Agreement and the
same shall be submitted with the Company prior to display of such Products on
the Portal. In the event the Company receives a claim and/or notice from an
owner/manufacturer of products regarding infringement of its intellectual
property rights, the Company shall forward such claim to the Vendor and the
Vendor shall be liable to defend such claims and keep the Company harmless and
indemnified against the same. The Company may also provide all necessary
information regarding the Vendor to any such party from whom a genuine claim
has been received by the Company and the Vendor shall have no objection to the
same. The Company may further take any other appropriate legal action against
the Vendor, as it may deem fit, in this regard.
c. It is hereby clarified that no rights in the Intellectual Property
of the Vendor or the Suppliers are granted in favor of the Company except the
limited license to use the Intellectual Property for the purposes of providing
the Services by the Company.
d. The term “Intellectual Property” shall mean and include logos,
trade names, brand names, trademarks, copyrights and other relevant
intellectual property rights relevant to the advertisement and sale of the
7. Obligations of the Vendor
The Vendor shall (either itself or through its Suppliers) be
responsible for all warranty and after-sales services relating to the Products
as per its standard product warranty and maintenance contracts and shall keep
the Company fully indemnified in this regard.
8. Obligation of the Company:
a. Company shall take reasonable steps to specify for Customer
awareness on the Portal, the warranty period and terms of such warranty as
communicated to it by the Vendor in relation to the Products displayed on the
b. The Company shall maintain the proper and valid registration of
its domain name in relation to the Website during the Term at its own costs.
9. Title and Risk in relation to
a. No risk or title to the Products shall pass to the Company at any
point of time for any reason whatsoever. The title and risks to the Products
shall be deemed to pass directly from the Vendor to the Customer upon delivery
of the Products to the Customer and payment of the consideration for the
Products by the Customer.
b. Notwithstanding anything to the contrary contained herein, it is
clarified and agreed that any and all liabilities arising in connection with any
defect, fault or shortcoming in the Product(s) shall be of the Vendor or its
Supplier alone and this provision shall survive the termination of the Vendor
Agreement together with these Terms & Conditions.
The Parties shall keep all negotiations confidential and maintain
the contents of these Terms & Conditions together with Vendor Agreement in
strict confidence and shall make no announcement or disclosure without the
prior written approval of the other Party save in respect of (i) disclosures
necessary to be made to each Party’s consultants, advisors, employees /
directors on a need-to-know basis and provided that such third parties are
bound by obligations of confidentiality; and (ii) disclosures required by law.
a. These Terms & Conditions shall become effective on the
Effective Date as mentioned in the Vendor Agreement and shall remain in force
unless Vendor Agreement is terminated between the Parties in accordance with
the terms hereof (“Term”).
b. The Vendor Agreement may be terminated by either Party in
accordance with the following:
i. Upon material breach of these Terms & Conditions or Vendor
Agreement by either Party which is not cured within thirty (30) days of receipt
of notification from the non-breaching Party, the non-breaching Party shall be
free to terminate the Vendor Agreement forthwith;
ii. Where any Party commits a material breach of the Terms &
Conditions and in the reasonable opinion of the non-breaching Party, such
breach is not capable of cure, the non-breaching Party shall not be obliged to
provide a chance to cure the breach but shall be entitled to terminate the
Vendor Agreement forthwith.
iii. Either Party may terminate the Vendor Agreement upon one month’s
prior notice in writing if (a) the other Party is adjudged bankrupt, or makes a
general assignment for the benefit of its creditors, or (b) if a receiver is
appointed for all or a substantial portion of its assets and is not discharged
within sixty (60) days after his appointment; or (c) such Party commences any
proceeding for relief from its creditors in any court under any insolvency
iv. The Company may (a) forthwith terminate the Vendor Agreement where
the Company reasonably believes that the Vendor’s actions or omissions have
prejudicial affected the reputation of the Company and / or the Website; or (b)
terminate the Vendor Agreement by giving a 1 (one) months’ notice in writing to
c. Consequences of Expiry/Termination: Upon termination of the
i. The Company shall be entitled to remove the Products of the Vendor
displayed on the Portal and/or advertised on the Portal.
ii. All orders in relation to the Products of the Vendor that have
been received prior to the termination of the Vendor Agreement and all
obligations to return the Product and/or refund the amount paid by the Customer
which may arise in the period after the date of termination hereof, shall be
honored and completed, notwithstanding any termination hereof, in accordance
with the terms of these Terms & Conditions and the R&R Policy; and the
Vendor agrees and undertakes to co-operate with the Company for the same.
iii. The Vendor shall forthwith without delay or demur make payment of
all outstanding amounts that are due to the Company under the Vendor Agreement,
including any amount refunded by the Company to the Customer after the
termination, which shall be paid by the Vendor to the Company immediately upon
receipt of any demand from the Company in this regard.
iv. The Company shall within 30 (thirty) days of the date of
termination, make payment of all outstanding amounts that are due to the Vendor
in accordance with the terms of this Agreement.
v. The rights and obligations of the Parties which have arisen
hereunder up to the time of termination shall not be affected.
vi. Within forty-five (45) days from the termination of the Vendor
Agreement the Vendor shall submit to the Company a “no due certificate”, to the
satisfaction of the Company.
12. Intellectual Property Rights:
a. The Company shall own all rights in any intellectual property
created by the Company under these Terms & Conditions, including material,
designs, graphics created and / or developed by the Company.
b. Subject to the provision of contained herein, the Company owns and
shall exclusively own all rights (including all intellectual property rights),
title and interest in respect of the Portal / Website.
13. Representation and Warranties
of the Vendor:
a. The Vendor has all rights (including all Intellectual Property
rights), approvals and consents from any third parties (including Suppliers)
required to enter into and perform the Vendor Agreement together with Terms
& Conditions and to supply and sell the Products as contemplated hereunder.
b. The Vendor has procured all necessary registrations/permits as
required under applicable laws for sale of Products through the Portal
(including without limitation registration under applicable laws pertaining to
sales tax and VAT of the relevant states). The Vendor further represents that
the Vendor shall be solely responsible for collection and payment of applicable
taxes with respect to the sale of the Products to the relevant government
authorities in a timely manner and the Company shall not be responsible nor
held liable for any non-compliance/contravention of applicable tax laws by the
Vendor. The Vendor hereby agrees to keep the Company harmless and indemnified
in this regard. The indemnity obligations of the Vendor contained herein shall
survive the termination of the Vendor Agreement together with these Terms &
c. The Vendor has a valid, clear and marketable title to all the
Products being displayed, advertised and sold through the Portal under the
terms of the Vendor Agreement.
d. All the Products are genuine,
merchantable, marketable and of the quality and nature as described by the
Vendor to the Company and displayed on the Portal. The Products are genuine,
new and are not counterfeit products.
e. The Vendor has valid, clear and full rights / entitlement to use
the trademarks, designs, copyrights of or related to the Products or its
packaging used in connection with display and advertising of the Products by
f. The Vendor agrees to add link of ben.com.bd with text “Find us on
ben.com.bd” on their website/ blog.
g. Further, as per Information Technology (Intermediaries Guidelines)
Rules, 2011, the Vendor
agrees and undertakes that it shall not provide photographs/images of Products for display,
upload, modify, publish, transmit, update or share any information or
share/list(s) any information relating to the Product that:
i. is grossly harmful, harassing, blasphemous defamatory, obscene,
pornographic, pedophilia, libelous, invasive of another's privacy, hateful, or
racially, ethnically objectionable, disparaging, relating or encouraging money
laundering or gambling, or otherwise unlawful in any manner whatever;
ii. harm minors in any way;
iii. infringes any patent, trademark, copyright or other proprietary
iv. violates any law for the time being in force;
v. deceives or misleads the addressee about the origin of such
vi. communicates any information which is grossly offensive or
menacing in nature;
vii. impersonate another person;
viii. contains software viruses or any other computer code, files or
programs designed to interrupt, destroy or limit the functionality of the
Company’s Website or Portal; or
ix. threatens the unity, integrity, defense, security or sovereignty
of Bangladesh, friendly relations with foreign states, or public order or
causes incitement to the commission of any cognizable offence or prevents
investigation of any offence or is insulting any other nation
Each Party (the “Indemnifying Party”) shall promptly on
demand indemnify and hold harmless the other Party and the other Party’s
officers, directors, employees and agents ( collectively, the “Indemnified
Party”) for and against all liabilities, costs and expenses (including
reasonable attorney’s fees) incurred or suffered, or to be incurred or
suffered, by the Indemnified Party that arise out of or in any way relate to,
or result from any breach by the Indemnifying Party of any of the provisions of
the Vendor Agreement together with the Terms & Conditions (including,
without limitation, any of the representations or warranties of the
Indemnifying Party set forth herein), or negligence, fraud or willful
misconduct of Indemnifying Party, or any claim, demand, suit, action or
proceeding brought by a third party that involves, relates to or concerns a
violation or other breach by the Indemnifying Party of any of the provisions of
the Vendor Agreement together with Terms & Conditions (including, without
limitation, any of the representations or warranties of the Indemnifying Party
set forth herein) or the negligence, fraud or willful misconduct of the
Indemnifying Party. The Indemnified Party shall give prompt notice to the
Indemnifying Party of the existence and specifics of any such claims.
15. Limitation of Liability
In no event shall either Party be liable to the other Party for
any incidental, indirect, remote special, consequential or punitive damages,
loss of goodwill or business profits, regardless of the nature of the claim,
even if such Party knew or should have known of the possibility of such damages
or claims. Company’s total liability (including for its indemnity obligations),
whether in contract, tort, or otherwise, arising out of or in connection with
the Vendor Agreement or Terms & Conditions shall not exceed the total
Margin received by the Company in the preceding 6 months under the Vendor
In the event of non-adherence of these Terms & Conditions by
the Vendors resulting into the occurrence of either of the following instances
shall attract a penalty of Tk. 500 (Taka Five Hundred Only) per instance:
a. Inability to meet the orders, whether due to inadequacy of stocks
or otherwise, in which case the penalty shall be per order;
b. Returns due to bad/defective product;
c. Returns due to wrong size of the products shipped by the Vendor;
d. Returns due to delivery of wrong products
It is hereby acknowledged by the Vendor that out of the penalty
amount, Tk. 250 will be passed on by the Company to the Customer concerned (or
customers in general) as an apology gesture for less than satisfactory shopping
experience in case such instances occur and the remaining Tk. 250 shall be
retained by the Company as costs of marketing/ processing the order.
17. General Clauses
a. The Parties hereby agree that for the purposes of providing the
Services and carrying out related functions in accordance with the provisions of
Terms & Conditions, the Company is hereby authorized as the agent of the
Vendor to act in accordance with the terms herein and other instructions of the
b. These Terms & Conditions together with Vendor Agreement is the
complete and binding agreement of the Parties with respect to the subject
c. These Terms & Conditions are applicable for all Vendors and
may be modified by the Company from time to time with prior intimation to the
Vendors. Vendors hereby agree to be bound by such amended Terms &
Conditions, as may be notified by the Company.
d. The Vendor shall not assign or sub-contract any of its rights,
obligations, or responsibilities under the Vendor Agreement or Terms &
Conditions without the prior written consent of the Company.
e. The Parties agree that, having regard to all the circumstances,
the covenants contained herein are reasonable and necessary for the protection
of the Parties. If any such covenant is held to be void as going beyond what is
reasonable in all the circumstances, but would be valid if amended as to scope
or duration or both, the covenant shall apply with such minimum modifications
regarding its scope and duration as may be necessary to make it valid and
f. If any provision of these Terms & Conditions is held to be
invalid or unenforceable in any respect, such provision shall be modified to
the extent necessary to render it, as modified, valid and enforceable under
applicable laws and such invalidity or unenforceability shall not affect the
other provisions contained herein.
g. Except as expressly provided in this Terms & Conditions, no
waiver of any provision shall be effective unless set forth in a written
instrument signed by the Party waiving such provision. No failure or delay by a
Party in exercising any right, power or remedy under this Terms &
Conditions shall operate as a waiver thereof.
h. Each Party shall co-operate with the other Party and execute and
deliver to the other Party such instruments and documents and take such other
actions as may be reasonably requested from time to time in order to carry out,
evidence and confirm their rights hereunder and the intended purpose of these
Terms & Conditions and to ensure the complete and prompt fulfillment, observance
and performance of the provisions contained herein and generally that full
effect is given to the provisions of the Vendor Agreement together with the
Terms & Conditions.
18. Electronic Execution
These Terms & Conditions are being executed electronically and
each Party recognizes that the same is validly executed under the Information
Technology Act, 2000 and shall form a binding agreement between the Parties and
no Party shall claim invalidity of these Terms and Conditions merely on the
grounds that these Terms and Conditions are being executed electronically. For
the aforementioned purposes, the Parties hereby agree that these Terms and
Conditions are being concluded and executed at Dhaka.
19. Governing Law and Jurisdiction
These Terms and Conditions together with the Vendor Agreement
shall be read and construed in accordance with the laws of Bangladesh. All
disputes arising out of or in relation to these Terms and Conditions and/or the
Vendor Agreement shall be subject to the exclusive jurisdiction of courts at