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Terms and Conditions of Use
THE FOLLOWING TERMS AND CONDITIONS (“T&C”) GOVERN YOUR ACCESS TO AND USE OF SHODAGOR.COM (THE “SITE”), INCLUDING ANY CONTENT, FUNCTIONALITY AND SERVICES OFFERED. THIS DOCUMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS THE USER(S) OF THE SITE AND SHODAGOR.COM AND ITS LEGAL ENTITY. PLEASE READ THESE T&C CAREFULLY BEFORE YOU START USING THIS SITE.
BY CLICKING “AGREE/ACCEPT” YOU AGREE TO BE BOUND BY THESE T&C AT ALL TIMES. NON-ACCEPTANCE OF THE T&CS SHALL DISALLOW YOU TO USE THE SITE.
- General Terms and Conditions
1.1 Shodagor.com provides electronic web-based platform for exchanging information between buyers and sellers of products and services. Shodagor.com further provides electronic, web-based transaction platform for members who register on the Site (“Members”) to place, accept, conclude, manage and fulfil orders for the provision of products and services via the Site.
1.3 As a condition of your access to and use of the Site and its Services, you agree that you will comply with all applicable laws and regulations when using the Site or its Services.
1.4 You may not use the Services and may not accept the Terms if (i) you are not of legal age to form a binding contract with Shodagor.com, or (ii) you are not permitted to receive any Services under the laws of Bangladesh or other countries in which you are resident or from which you may wish to use the Services.
1.5 You agree to use the Site and its Services solely for conducting your own business, trade or services.
1.6 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Shodagor.com and/or any other users and shall not attempt to gain unauthorized access to such computer systems or networks.
1.7 You agree to not undertake any actions which may undermine the integrity of Shodagor.com’s feedback system, such as leaving positive feedback for yourself using different Member IDs, or via third parties, or by leaving uncorroborated negative feedback for other users.
1.8 Shodagor.com retains the right to amend any Terms at any time by publishing the relevant amended Terms on the Site. By continuing to use the Site and/or its Services after the publishing of the amended Terms, you agree that the amended Terms will apply to you.
1.9 You may be required to enter into a separate agreement, whether online or offline, with Shodagor.com and/or its affiliate(s) (hereinafter “Additional Agreements”) for any Service. The Additional Agreements, along with this T&C and its annexures shall constitute the entirety of your relationship with Shodagor.com.
2. Registration and Provision of Services
2.1 In order to receive the Services all users must register on the Site with relevant information as outlined in 2.2.
2.2 The relevant information required to register (hereinafter “Registration Information”) are as follows:
(a) For individuals and sole proprietors: full name, address, photo, active mobile number, email address, National Identification Card/Passport, TIN certificates and Trade license.
(b) For Companies: memoranda and articles of association, certificate of incorporation, trade license , TIN certificate & BIN or VAT.
2.3 You warrant that all the Registration Information provided by you to register with the Site are true, accurate, updated, complete and shall remain valid at all times.
2.4 To prevent fraud or abuse, only one registered account is allowed. Any attempt to create additional accounts with same documents shall be invalid.
2.5 Upon registering and clicking accept on Shodagor.com, you are entering into a binding contract with [SCHOPE Ltd] the legal entity of Shodagor.com, a registered company incorporated in Bangladesh under the Companies Act 1994.
2.6 The contract arising between you and the [SCHOPE Ltd, the legal ENTITY OF SHODAGOR.COM] under this T&C shall be governed by the laws of Bangladesh irrespective of your country of residence and operation.
2.8 Services, or any features thereof, may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof will be available for all users irrespective of the region and/or category of Service.
2.9 Shodagor.com has the sole discretion to limit, deny or create different levels and/or categories of access to and use of any Services in relation to different users.
2.10 Shodagor.com has the absolute discretion to change, upgrade, impose conditions, suspend or stop any Services or any features thereof without prior notice.
2.11 Certain Services or parts thereof may be provided by Shodagor.com’s affiliates on behalf of Shodagor.com.
2.12 Shodagor.com reserves the right in their absolute discretion to remove, reject or modify any User Content posted or displayed on the Site that Shodagor.com reasonably believe is unlawful or violates any of the Terms, could subject Shodagor.com or its affiliates to any liability, or is considered inappropriate in the opinion of Shodagor.com.
2.13 If any Member breaches any Terms or if Shodagor.com has reasonable grounds to believe that a Member is in breach of any Terms, Shodagor.com shall have the right to take such disciplinary actions as it deems fit, including but not limited to measures such as (i) suspending or terminating the Member’s account and any and all accounts found to be related to such account; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or the use of any of the Service permanently or for such period deemed as appropriate by Shodagor.com; (iii) removing any product listings or other User Content posted by any Member or imposing restrictions on the number of products listings or User Content that a Member may post; (iv) imposing other restrictions on the Members’ use of any features of any Service as Shodagor.com may consider appropriate in its sole discretion; and (v) any other disciplinary or penalising actions as Shodagor.com may deem necessary or appropriate.
2.14 Without limiting the generality of the term, a Member would be considered as being in breach of the Terms in the following circumstances:
2.14.1 Upon receiving complaint, notification or claim from any third party, Shodagor.com has reasonable grounds to believe that such Member has wilfully or materially failed to perform its obligation under a contract with another Member;
2.14.2 Where a Member has failed to deliver any items ordered after receipt of the purchase price, or where the items delivered fundamentally fail to meet the terms, description and/or quality outlined in the sale contract;
2.14.3 Shodagor.com has reasonable grounds to suspect that a Member has used a stolen credit or debit card;
2.14.4 Shodagor.com has reason to believe that a Member is providing false or misleading information in any transaction;
2.14.5 Shodagor.com has reasonable grounds to suspect that any information provided by the Member is not up to date, complete, inaccurate or misleading; or
2.14.6 Shodagor.com has reasons to suspect that a Member’s actions may cause financial loss or civil or criminal liability to Shodagor.com, its affiliates, or any Members.
2.15 Shodagor.com reserves the right to cooperate fully with government authorities and/or third parties in the investigation of any suspected criminal or civil wrongdoing.
2.16 To the extent permitted by Bangladesh laws and policies, Shodagor.com may disclose the Member’s identity, contact information and/or any other information of the Members’ accounts, transactions or activities on the Site, if requested by a government or law enforcement body.
2.17 Each Member agrees to indemnify Shodagor.com, its affiliates, directors, employees, agents and any authorized representatives and to hold them harmless, from any and all damages, losses, claims and liabilities including all legal costs which may arise from their breach of any Terms, submission, posting or display of any User Content, and/or any activities carried out by such Member on the Site.
3. Intellectual Property Rights
3.1 By posting or displaying any information, content or product specifications (“User Content”) on the Site or providing any User Content to Shodagor.com you grant an irrevocable, perpetual, worldwide, royalty-free and sub-licensable license to Shodagor.com to display, transmit, disseminate, reproduce, publish, replicate, modify, translate, and otherwise use any and all of the User Content in any form or media and for any purpose which may be beneficial to the operation of the Site and its Services. You affirm and warrant to Shodagor.com that you have all the rights, power and necessary authority to grant the aforementioned license. Shodagor.com shall handle all data in accordance with the data protection laws of Bangladesh.
3.2 You agree that you will not copy, reproduce, download, re-publish, sell, re-sell, distribute or disseminate any information, text, images, graphics, video clips, sound, directories, files, databases or listings etc that is available on the Site that is not your intellectual property without proper authorization of Shodagor.com.
3.3 You agree that you will not copy, reproduce, replicate, download, compile or otherwise use any aspect of the Site or its Services for the purpose of operating a business that replicates Shodagor.com in violation of the Intellectual Property rights and/or the market goodwill of Shodagor.com.
4. Representations and warranties of Members
4.1 Each Member represents, warrants and agrees that (a) you have the full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you shall use the Sites and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, your principal place of business will be deemed to be that of your head office.
4.2 Each Member represents and warrants that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display on the Site; (b) any User Content that you submit, post or display on the Site does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (d) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
4.3 Each Member represents and warrants that the products sold through the Site:
4.3.1 are exactly in accordance with the product specifications detailed on the Site;
4.3.2 are genuine and free from defects;
4.3.3 are made of materials and items that are new (not refurbished or reconditioned), unless otherwise expressly stated and agreed by the buying Member;
4.3.4 do not contain ingredients that are, regulated as a controlled drug or substance, or is listed as a regulated chemical;
4.3.5 do not contain or consist of any materials that are regulated as hazardous or dangerous under the laws of Bangladesh, except as expressly permitted by relevant authorities and such ingredients and/or composition of the said product is disclosed to the buyer and the buyer consents in writing in advance of shipment;
4.3.6 do not contain any materials or ingredients that are unlawful under the laws of Bangladesh;
4.3.7 are produced, manufactured, assembled, and packaged in compliance with all applicable labour, product and consumer laws and rules of Bangladesh;
4.3.8 are accompanied by relevant product information, use and safety information etc.;
4.3.9 shall be produced packaged and labelled in accordance with all applicable laws and rules relating to the Products including obtaining and maintaining any permits, licenses and/or quality assurance marks required to manufacture, distribute, sell, export, import or otherwise deal in any product;
4.3.10 do not infringe any Third Party Rights including copyright, design, trademark or any other Intellectual Property rights of third parties in any jurisdiction;
4.3.11 are in accordance with Terms and Product Policy of Shodagor.com;
4.4 Each Member represents and warrants that that they shall:
4.4.1 carry out their activities on the Site in accordance with the Terms, Additional Agreements, and the applicable laws and regulations of Bangladesh;
4.4.2 conduct business transactions with other users of the Site in good faith;
4.4.3 not use the Site or its Services for the purpose of defrauding any individual or entity, including but not limited to selling stolen, defective, counterfeit, illegal or inappropriate items;
4.4.4 not use stolen or misappropriated credit or debit cards to make payments on the Site;
4.4.5 not impersonate or misrepresent any person or entity;
4.4.6 not engage in any form of spamming, phishing or hacking;
4.4.7 not conduct, abet, encourage or contribute to any unlawful activities including but not limited to activities that may constitute a criminal or civil offence;
4.4.8 not attempt to copy, replicate, exploit, extract or steal Shodagor.com’s proprietary directories, databases, software etc.;
4.4.9 not engage directly or indirectly in creating and introducing any computer viruses or other destructive devices and codes that have the effect of damaging, interfering, intercepting or expropriating any software or hardware systems, data or personal information;
4.4.10 not be involved in any scheme to undermine the integrity of the databases, computer systems or networks used by Shodagor.com and/or any of its affiliated websites;
4.4.11 not use the Services to engage in business activities which are similar or identical to, or may compete directly or indirectly with Shodagor.com’s e-commerce marketplace;
4.4.12 not engage in any activities that may create any liability for Shodagor.com;
4.4.13 reimburse and hold Shodagor.com harmless from any liability arising out of their actions or omissions.
4.5 Each Member further represents and warrants that the User Content that you submit, post or display shall:
4.5.1 be true, accurate, complete and lawful;
4.5.2 not be false, misleading or deceptive;
4.5.3 not contain information that is defamatory, harassing, obscene, objectionable, offensive or harmful to any person(s);
4.5.4 not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
4.5.5 not violate the Product Policy, other Terms or any applicable Additional Agreements;
4.5.6 not violate any applicable laws and regulations including but not limited to those governing export, import consumer protection laws, competition laws.
4.5.7 not promote any activities which may violate any applicable laws and regulations;
4.5.8 not contain any website links that direct to any other websites.
5. Product returns, reimbursements and remedies
5.1 Buyers may return products at your expense, and you will accept and reimburse the buyer for any product:
(a) That is defective;
(b) That does not conform to agreed specifications or to samples;
(c) That was received in damaged condition;
(d) That is subject to recall or safety alert by a government authority or the product’s manufacturer or distributor or that Shodagor.com reasonably determines poses a safety risk to its Members;
(e) For which you fail to promptly provide product safety information upon a reasonable request; or
(f) That does not comply with any product standards under the appropriate laws, regulation issued by a government authority;
5.2 Title and risk of loss for all products returned under this T&C will pass to the seller upon delivery to the carrier.
5.3 Where the buying Member suffers any loss as a result of the products in any of the conditions stated above, the selling Member shall be liable for payment of damages in addition to reimbursements.
6. Limitation of Liability
6.1 Shodagor.com does not represent either the seller or the buyer in any specific transactions. Shodagor.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
6.2 Members are hereby made aware that there may be risks of dealing with people and entities acting under misleading/false pretences. Shodagor.com cannot and does not guarantee or affirm any Member’s purported identity and does not take responsibility for any deceitful, misleading or fraudulent acts conducted by any Member.
6.3 Each Member acknowledges that it is fully assuming the risks of conducting any purchase and/or sale transactions through the use of the Site or its Services, and that they are fully assuming the risks of liability or harm of any kind in connection with activity of any kind relating to products or services that are the subject of transactions on the Site. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost inaccuracies, breach of warranty and/or conditions, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products offered or displayed on the Site may violate or may be alleged to violate Third Party Rights, and the risk that Members may incur costs of defence or other costs in connection with third parties’ assertion of Third Party Rights. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products or from their use of such products originally obtained by Members of the Site as a result of purchase and sale transactions on the Site. All of the foregoing risks are hereinafter referred to as “Transaction Risks”.
6.4 Each Member agrees unconditionally that Shodagor.com shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenses of any kind that may arise a result of or in connection with any Transaction Risks.
7. Force Majeure
Under no circumstances shall Shodagor.com be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of God, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurgencies, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, war, government actions and interferences, orders of domestic or foreign courts or tribunals or non-performance of Members and/or third parties.
8. Dispute Resolution
Shodagor.com encourages amicable settlement of any conflict/s that might arise among Members, which shall be resolved with the assistance or involvement of Shodagor.com’s Customer Support services. For addressing any grievances, or any transaction disputes you are encouraged to report the same to Customer Support here [INSERT LINK]. Upon failure to settle a dispute amicably within 15 days, such dispute shall be referred to arbitration in accordance with the provisions of the Arbitration Act 2001 of Bangladesh.