Terms & Conditions

PARTIES:

(1) Business IT (BUSINESS IT) is a trading name for Business IT, a company incorporated in Bangladesh having its registered office at Address: House#31, Road#3, Monsurabad, Adabor, Dhaka, and

(2) Any person or company who enter into a contract with Business IT (the “Customer”).

(3) These terms and conditions apply to all of your purchases of Business IT products and services

BUSINESS IT reserves full right to change “any Terms and Conditions” of this agreement without any prior notification to it’s customers.

AGREEMENT:

Definitions and interpretations:

 

1.1 In this Agreement:

“Acceptance Criteria” has the meaning given to it in Clause 4.2;

“Acceptance Period” means a period of 10 Business Days beginning on the date of actual delivery of the Product to the Customer;

“Agreement” means this agreement (including the Proposal) and any amendments to it from time to time;

“Business Day” means any week day, other than a bank or public holiday in Bangladesh;

“Business Hours” means between 09:00 and 17:30 BD time on a Business Day;

“Confidential Information” means the Customer Confidential Information and Business IT ( BUSINESS IT)’s Confidential Information; any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to Business IT ( BUSINESS IT) or vice-versa that is marked as “confidential”, described as “confidential” or should have been reasonably understood by the parties at the time of disclosure to be confidential;

“Charges” means the amount which is payable by the Customer to Business IT ( BUSINESS IT) under or in relation to this Agreement (as set out in the Proposal) for any of its services;

“Customer Works” means the works and materials provided to Business IT ( BUSINESS IT) by the Customer, or by any third party acting for or on behalf of the Customer, for incorporation into the Product;

“Credit” means a credit for Business IT ( BUSINESS IT) on the Product, in the form specified in the Proposal;

“Defect” means a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Product but excluding any defect, error or bug caused by or arising as a result of:

(a) an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents or sub-contractors;

(b) an incompatibility between the Product and any other application, program or software (other than the Customer Works, the Third Party Works and any software identified as compatible in the Proposal).

“Delivery Date” means the date for delivery of the Product specified in the Proposal;

“Effective Date” means the date of execution of this agreement;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Personal Data” has the meaning given to it in the Data Protection Act 1998;

“Proposal” means the Proposal attached to this Agreement;

“Scripts” means those elements of the Product consisting of programs written in a computer scripting language;

“Services” has the meaning given to it in Clause 3.1;

“Third Party Works” means:

(a) The works and materials identified as such in the Proposal; and

(b) the other works and materials comprised in the Product, the Intellectual Property Rights in which are owned in whole or part by a third party (excluding the Customer Works);

“Term” means the term of this Agreement;

“Unlawful Content” has the meaning given to it in Clause 7.1; and

“Product” means the Product developed or to be developed by Business IT ( BUSINESS IT) for the Customer under this Agreement.

1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of this Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of this Agreement.

 

  1. Terms of the Agreement:

This Agreement will come into force on the Effective Date and will continue in force until the acceptance of the Product by the Customer in accordance with Clause 4, upon which it will terminate automatically, unless terminated earlier in accordance with Clause 14. The customer will enter the agreement as soon as the required deliverable order is fully paid and accepted by the customer.

 

  1. BUSINESS IT Services

3.1 Business IT ( BUSINESS IT) will provide services ( as per its website ) which will include

(a) design and create the Product;

(b) provide printing/graphic design solutions

(c) incorporate the Customer Works specified in the Proposal or agreed in writing by the parties, together with the Third Party Works, into the Product;

(d) keep the Customer informed of the progress of the Product’s development;

(e) provide the Customer with reasonable access to the Product during the Term; and

(f) delivery the Product and the files comprising the Product to the Customer in accordance with Clause 4,

(the “Services”).

(g) Hosting of websites

(h) providing business consultancy and IT solutions

3.2 Business IT ( BUSINESS IT) will use reasonable endeavours to perform the Services in accordance with the timetable set out in the Proposal; however, Business IT ( BUSINESS IT) does not guarantee that that timetable will be met.

3.3 Business IT ( BUSINESS IT) may sub-contract the provision of the Services; providing that if Business IT ( BUSINESS IT) does sub-contract the provision of the Services, Business IT ( BUSINESS IT) will remain liable to the Customer for the performance of the sub-contracted obligations.

  1. Delivery and acceptance

4.1 Business IT (BUSINESS IT) will use reasonable endeavours to deliver the contract product to the Customer for acceptance testing on or before the Delivery Date.

4.1.2 The Acceptance period of the delivered product is 5 Working days.

4.2 During the Acceptance Period of 4.1.2, the Customer will carry out acceptance tests to determine:

(a) whether the product conforms in all material respects with the specification of the Product in the Proposal; and

(b) whether the product has any Defects,

(the “Acceptance Criteria”).

4.3 If the product meets the Acceptance Criteria, the Customer will send to Business IT (BUSINESS IT) a written notice during the Acceptance Period confirming acceptance of the product.

4.4 If the product does not meet the Acceptance Criteria:

(a) the Customer will send to Business IT (BUSINESS IT) a written notice during the Acceptance Period setting out in detail the respect(s) in which the Product does not meet the Acceptance Criteria; and

(b) Business IT (BUSINESS IT) will have a further remedial period (of 30 Business Days) to modify the product so that it meets the Acceptance Criteria.

4.5 The product will be deemed to have been accepted by the Customer if:

(a) the Customer does not give any notice to Business IT ( BUSINESS IT) under Clause 4.3 or Clause 4.4 (or where applicable Clause 4.6) during an Acceptance Period; or

(b) the Customer publishes the Product or uses the Product for any purpose other than development and/or testing.

4.6 Before the end of any remedial period under Clause 4.4(b), Business IT ( BUSINESS IT) shall re-deliver the Product to the Customer, and the provisions of this Clause 4 shall re-apply in relation to re-delivered Product, save that if the Product still does not meet the Acceptance Criteria upon re-delivery, the Customer may elect by written notice to Business IT ( BUSINESS IT):

(a) to re-apply Clause 4.4; or

(b) to terminate the Agreement forthwith,

such notice to be sent by the Customer and received by Business IT ( BUSINESS IT) during the relevant Acceptance Period.

4.7 If the Website gets hacked due to any reason then BUSINESS IT will restore the website completely free of cost & would not be liable for “Hacking” as security break down is always accidental and out of control . The restoration time will take 3 to 5 working days .It would be only available to those who will have less than 10GB of Hosting Data . Customers who have more than 10 GB of Hosting Data will need to pay BUSINESS IT pay back fees as required by BUSINESS IT.

4.8 Customers will not be able to change or alter the design of BUSINESS IT printing solution orders after the final confirmation of the product order is placed from the Customer’s side however BUSINESS IT will provide a scope to customer to review the product before a final confirmation is given via email. If Customer terminates the order after final confirmation only 15% of the charge that is paid upfront will be refunded.

4.8.1 BUSINESS IT will accept the confirmation via customers email

4.9 BUSINESS IT will not be held responsible for not delivering the product/service on time due to any unavoidable scenario or due to natural disaster or due to any accident or due to another valid reason.

 

  1. Third Party Works

5.1 Third Party Works will be licensed to the Customer under the relevant licensor’s standard terms and conditions for online use, or on licence terms notified by Business IT ( BUSINESS IT) to the Customer.

5.2 Any licence fees for Third Party Works are included in the Charges (unless the Proposal specifies otherwise or the parties agree otherwise).

  1. Customer obligations

6.1 The Customer will provide Business IT ( BUSINESS IT) with:

(a) such co-operation as is required by Business IT ( BUSINESS IT) (acting reasonably) to enable the performance by Business IT ( BUSINESS IT) of its obligations under this Agreement; and

(b) all information and documents required by Business IT ( BUSINESS IT) (acting reasonably) in connection with the provision of the Services.

6.2 The Customer will be responsible for procuring any third party co-operation reasonably required by Business IT ( BUSINESS IT) to enable Business IT ( BUSINESS IT) to fulfil its obligations under this Agreement.

6.3 The Customer will supply to Business IT ( BUSINESS IT) all those Customer Works that are specified in the Proposal.

6.4 The Customer will fulfil its obligations under Clause 6.3 in accordance with the timetable set out in the Proposal or, if no timetable is set out, promptly following the receipt of a written request for the relevant Customer Works from Business IT ( BUSINESS IT). Business IT ( BUSINESS IT) shall not be in breach of this Agreement by virtue of any delay in the performance of its obligations under this Agreement arising out of a breach by the Customer of this Clause 6.4.

6.5 The Customer hereby grants to Business IT ( BUSINESS IT) a licence to copy and use the Customer Works during the Term for the purposes of fulfilling its obligations and exercising its rights under this Agreement.

  1. Unlawful Content

7.1 The Customer must ensure that the Customer Works will not:

(a) Infringe any person’s Intellectual Property Rights or other legal rights;

(b) Breach any laws or regulations; or

(c) Give rise to a cause of action against any person,

in each case under any applicable law (“Unlawful Content”).

7.2 Any breach by the Customer of Clause 7.1 will be deemed to be a material breach of the Agreement for the purposes of Clause 14.

7.3 The Customer hereby indemnifies and undertakes to keep indemnified Business IT ( BUSINESS IT) against any and all damages, liabilities, cost, losses and expenses (including legal expenses) suffered or incurred by Business IT ( BUSINESS IT) and arising out of any breach or alleged breach by the Customer of Clause 7.1.

 

  1. Charges and payment:

 

8.1 Business IT ( BUSINESS IT) will issue invoices for the Charges to the Customer via email on the relevant invoicing dates set out in the Proposal, or (if earlier) upon the acceptance of the Product by the Customer.

8.2 The Customer will pay invoiced Charges to Business IT ( BUSINESS IT) within 5 working days of the date of issue of the relevant invoice under Clause 8.1.

8.2.1 For printing packages, Customers will have to pay 50% of their service quoted price upfront and will need to clear full outstanding amount on the day when the product is being finally delivered. Once order is being fully confirmed by customer no alternation will be possible and termination of the order after confirmation will result in refund of 15% of the fees which is being paid by customer upfront . Email confirmation will be considered as final confirmation from customer.

8.3 All Charges stated in or in relation to this Agreement are stated exclusive of VAT, unless the context requires otherwise.

8.4 Charges must be paid by cash, debit or credit card, direct debit, bank transfer or by cheque using such payment details as are notified by Business IT ( BUSINESS IT) to the Customer from time to time.

8.5 Monthly instalment/ maintenance plan must be cleared with in last Friday of Every month after contract has been signed by the customer

8.6 Customer has to sign up a minimum contract period of 1 year for any ‘instalment plan’ during which the customer will need to pay the instalment plan as mentioned in the package of the contract – this will not be valid when customer pays off full cost upfront and its only valid for Web designing package 4 .

8.7 Customers has to sign a minimum contract of 8 months for maintenance plan and BUSINESS IT will not be liable for any changes outside it’s maintenance period

8.8 If the customer does not take maintenance services then BUSINESS IT will not be liable for any alteration after the product is being finally delivered to its Customer. Customer’s will then need to pay a full charge as per BUSINESS IT website price package.

8.9 If the Customer does not pay any amount properly due to Business IT ( BUSINESS IT) under or in connection with this Agreement, Business IT ( BUSINESS IT) may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per year above the base rate of HSBC Bank Plc. from time to time (which interest will accrue daily until the date of actual payment and will be compounded quarterly); or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 which would include transferring of information to CREDIT reference agencies and Debt collection agencies.

  1. Intellectual Property Rights

 

9.1 Upon and from the date of acceptance of the Product by the Customer, Business IT ( BUSINESS IT) hereby:

(a) assigns to the Customer all existing and future copyright and other Intellectual Property Rights in the Product (excluding third party Scripts, Customer Works and Third Party Works)

(b) grants to the Customer a non-exclusive irrevocable perpetual worldwide licence of all copyright and other Intellectual Property Rights in the Scripts for the purposes of:

(i) publishing, operating and marketing the Product

(ii) backing-up the Product; and

(iii) updating and adapting the Product,

and the Customer may sub-license the rights granted in this Clause 9.1(b) for the purposes set out herein.

9.2 The assignment of Intellectual Property Rights in Clause 9.1(a) is for the full term of those rights, including all extensions, renewals, revivals and reversions.

9.3 Without prejudice to Clause 9.5, Business IT ( BUSINESS IT) waives (and will ensure that its employees and subcontractors waive) any moral rights they may have in the Product arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights anywhere in the world.

9.4 Business IT ( BUSINESS IT) may include the Credit together with a link to Business IT ( BUSINESS IT)’s Product on each page of the Product in a position and in a form to be agreed by the parties. The Customer will retain any such Credit and link in any adapted version of the Product, and the Customer will (and will only) remove any such Credit and link from the Product at Business IT ( BUSINESS IT)’s request.

 

  1. Warranties

 

10.1 The Customer warrants to Business IT ( BUSINESS IT) that it has the legal right and authority to enter into and perform its obligations under this Agreement.

10.2 Business IT ( BUSINESS IT) warrants to the Customer:

(a) that it has the legal right and authority to enter into and perform its obligations under this Agreement;

(b) that it will perform its obligations under this Agreement with reasonable care and skill;

(c) that the Product (excluding the Customer Works and Third Party Works) will not infringe any person’s Intellectual Property Rights under Bangladesh law; and

(d) that the Product will operate without any Defects upon the date of acceptance of the Product.

10.3 If the Customer demonstrates to Business IT ( BUSINESS IT) that the Product suffers from any Defect during the period of 15 days following the date of acceptance, Business IT ( BUSINESS IT) will, for no additional charge, carry out any work necessary in order to remedy the Defect.

10.4 The Customer acknowledges that Business IT ( BUSINESS IT) has designed the Product to work with the web browser technology specified in the Proposal, and Business IT ( BUSINESS IT) does not warrant that the Product will work with any other web browser technology including any future updates to the browsers mentioned in the Proposal.

10.5 The Customer further acknowledges that Business IT ( BUSINESS IT) does not purport to provide any legal advice under this Agreement or in relation to the Product and Business IT ( BUSINESS IT) does not warrant that the Product will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.

10.6 All of the parties’ liabilities and obligations in respect of the subject matter of this Agreement are expressly set out herein. To the maximum extent permitted by applicable law and subject to Clause 11.1, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

 

10.7  DOMAIN NAME REGISTRATION & Hosting

 

  1. a) We do not warrant or guarantee that the domain name applied for will be registered or is capable of being registered by you. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified by us that your requested domain name has been fully

 

  1. b) The registration of the domain name and its ongoing use is subject to the relevant naming authority’s terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. You irrevocably waive any claims you may have against us in respect of the decision of a naming authority to refuse to register a domain name and, without limitation agree that the administration charge paid by you to us shall be non-refundable in any event. This does not affect your statutory rights as a consumer.
  2. c) We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on our becoming aware of such a dispute, at our sole discretion and without giving any reason, to either suspend or cancel the domain name, and/or to make appropriate representations to the relevant naming authority. This does not affect your statutory rights as a consumer.
  3. d) Once you enter a contract with BUSINESS IT to purchase a Domain, we will charge your card/invoice you, immediately. You must not under any circumstances order the same domain from another registrar before or after entering into a contract with BUSINESS IT, as this will cause us unwarranted administration problems & costs, and we will not be able to issue a refund under any circumstances, whether we manage to obtain the domain first or whether the other registrar obtains it for you.
  4. e) We will not be held liable for any losses (directly or indirectly) caused by non re-registration of domains for whatever reason. The re-registration of domains are solely the Customer’s’s responsibility. However, we will attempt to contact the owner of the domain in advance in order to give the option to renew the registration of the domain through BUSINESS IT. Transfers: we cannot transfer a domain out for the first 6 months of registration. Transfer out charges may apply depending on the domain name extension.
  5. f) If any change takes place due to the amendment of domain login details from your ( Customer’s’s) side then BUSINESS IT will not be liable for it . In case the site gets unstable for this issue BUSINESS IT will charge you additional fee to make the website return to normal.
  6. g) BUSINESS IT will not be liable or responsible for any infringement or leakage of the information after the Domain log in details is passed to its Customer .
  7. h) BUSINESS IT will provide free Domain registration only for first year and it will be only applicable for .com and .co.uk domains. If customer requests for any other domains then extra charges will be applicable by BUSINESS IT. BUSINESS IT will not be liable if the customer’s website goes down or fails due to no registration or renewal of domain after the first year of free service.
  8. The free hosting provided is shared hosting which is cost efficient for small firms. If your site loading time seems slow, or there are so many visitors are visting your site at the same time, u may need to purchase a dedicated hosting or some better solution yourself. Business IT would not be responsible for site slowing down or other timeout error due to server load, and reserve the right to charge extra fee for hosting upgradation.
  9. If customer want another hosting service he/she can purchase it by himself/herself and provide us the login details so that we can use it to upload the site.
  10. Hosting managed by the client is subject to security risk and BUSINESS IT cant be held responsible for any security breach/hack attacks on the sites.
  11. Customer cant ask for login details of free hosting provided, BUSINESS IT reserve the right to choose provide what sort of login information will be provided to the customer. If BUSINESS IT provide hosting account’s login data to the customer, its the client’s responsibility to maintain the security of the password. BUSINESS IT cant be held responsible due to failure to keep the password secret and site security.

 

  1. Limitations and exclusions of liability

11.1 Nothing in the Agreement will:

(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;

(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

(c) limit any liability of a party in any way that is not permitted under applicable law; or

(d) exclude any liability of a party that may not be excluded under applicable law.

 

11.2 The limitations and exclusions of liability set out in this Clause 11 and elsewhere in the Agreement:

(a) are subject to Clause 11.1;

(b) govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and

(c) will not limit or exclude / limit and exclude the liability of the parties under the express indemnities set out the Agreement, and any amounts paid under any indemnity in the Agreement shall not count towards any aggregate liability cap under Clause 11.10

11.3 Business IT ( BUSINESS IT) will not be liable to the Customer in respect of any loss of profits, income, revenue, use, production or anticipated savings.

11.4 Business IT ( BUSINESS IT) will not be liable to the Customer for any loss of business, contracts or commercial opportunities.

11.5 Business IT ( BUSINESS IT) will not be liable to the Customer for any loss of or damage to goodwill or reputation.

11.6 Business IT ( BUSINESS IT) will not be liable to the Customer in respect of any loss or corruption of any data, database or software.

11.7 Business IT ( BUSINESS IT) will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

11.8 Business IT ( BUSINESS IT) will not be liable to the Customer for any losses arising out of a Force Majeure Event.

11.9 Business IT ( BUSINESS IT)’s liability to the Customer in relation to any event or series of related events will not exceed the greater of the total amount paid and payable by the Customer to Business IT ( BUSINESS IT) under the Agreement during the 5 month period immediately preceding the event or events giving rise to the claim.

11.10 Business IT ( BUSINESS IT)’s aggregate liability to the Customer under the Agreement and any collateral contracts will not exceed the greater of the total amount paid and payable by the Customer to Business IT ( BUSINESS IT) under the Agreement.

 

  1. Data protection

12.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Business IT ( BUSINESS IT) under this Agreement.

12.2 Business IT ( BUSINESS IT) warrants that:

(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by Business IT ( BUSINESS IT) on behalf of the Customer; and

(b) it has in place appropriate security measures (both technical and organisational) against:

(i) unlawful or unauthorised processing; and

(ii) loss or corruption, of Personal Data processed by Business IT ( BUSINESS IT) on behalf of the Customer.

 

  1. Confidentiality and publicity

 

13.1 Business IT ( BUSINESS IT) will:

(a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 13; and

(b) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

13.2 The Customer will:

(a) keep confidential and not disclose Business IT ( BUSINESS IT)’s Confidential Information to any person save as expressly permitted by this Clause 13; and

(b) protect Business IT ( BUSINESS IT)’s Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

13.3 Confidential Information of a party may be disclosed by the other party to that other party’s officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.

13.4 The obligations set out in this Clause 13 shall not apply to:

(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);

(b) Customer Confidential Information that is in possession of Business IT ( BUSINESS IT) prior to disclosure by the Customer, and Designer Confidential Information that is in possession of the Customer prior to disclosure by Business IT ( BUSINESS IT); or

(c) Customer Confidential Information that is received by Business IT ( BUSINESS IT), and Designer Confidential Information that is received by the Customer, from an independent third party who has a right to disclose the relevant Confidential Information.

13.5 Nothing in this Agreement shall restrict a party from making any disclosure of Confidential Information that is:

(a) required by law; or

(b) required by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement.

13.6 Subject to Business IT ( BUSINESS IT)’s compliance with the other provisions of this Clause 13, Business IT ( BUSINESS IT) may make public disclosures relating to the subject matter of this Agreement (including press releases, public announcements and marketing materials) without the consent of the Customer.

 

  1. Termination

14.1 Either party may terminate this Agreement at any time by giving at least 30 days written notice to the other party

14.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of this Agreement, and:

(i) the breach is not remediable; or

(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or

(b) persistently breaches the terms of this Agreement (irrespective of whether such breaches collectively constitute a material breach).

14.3 Either party may terminate this Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company or organisation where the resulting entity will assume all the obligations of the other party under this Agreement); or

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

14.4 The Agreement may also be terminated by the Customer under Clause 4.6.

 

  1. Effects of termination

15.1 Upon termination all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7.3, 8.5, 9, 11, 13.1 to 13.5, 15, and 16.3 to 16.12.

15.2 Termination of this Agreement will not affect either party’s accrued rights (including Business IT ( BUSINESS IT)’s accrued rights to invoice for and to be paid the Charges) as at the date of termination.

15.3 If this Agreement is terminated under Clause 14.1, or by the Customer under Clause 4.6, 14.2 or 14.3 but not in any other case:

(a) Business IT ( BUSINESS IT) will promptly provide to the Customer an electronic copy of the Product (as constituted at the date of termination); and

(b) the Customer will be entitled to a refund of any Charges paid by the Customer to Business IT ( BUSINESS IT) in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Charges to Business IT ( BUSINESS IT) (such amount to be calculated by Business IT ( BUSINESS IT) using any reasonable methodology).

15.4 Save as provided in Clause 15.3(b), the Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to Business IT ( BUSINESS IT).

 

  1. General

16.1 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant person as notified by one party to the other in accordance with this Clause

16.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

(a) where the notice is delivered personally, at the time of delivery;

(b) where the notice is sent by recorded signed-for post, 48 hours after posting; and

(c) where the notice is sent by or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

16.3 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

16.4 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

16.5 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

16.6 The Customer hereby agrees that Business IT ( BUSINESS IT) may freely assign any or all of its contractual rights and/or obligations under the Agreement. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.

16.7 The Customer will not, without Business IT ( BUSINESS IT)’s prior written consent either during the Term or during the Acceptance Period, engage or employ any third party, company or contractor to work on the Product or any of its code created by Business IT ( BUSINESS IT), which will be considered as breach of this agreement.

16.8 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under this Agreement.

16.9 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

16.10 This Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of this Agreement. Subject to Clause 11.1, each party acknowledges that no representations or promises not expressly contained in this Agreement have been made by or on behalf of the other party.

16.11 This Agreement will be governed by and construed in accordance with the laws of Bangladesh; and the courts of Bangladesh will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.