This Merchant Agreement (“Agreement”) is a legally binding document between you (meaning the individual person or the  Company or the Proprietor as the case may be) (hereinafter referred to as the “Merchant”) and Software Shop Limited, the Online  Payment Gateway System Provider (hereinafter referred to as “SFL”). 

RECITALS 

WHEREAS, This Agreement sets forth the terms and conditions under which as a Payment Gateway Aggregator SFL will provide  Merchant with an Online Payment Gateway System (hereinafter referred to as “SFL”) and Merchant will acquire the  SFL services from SFL; 

AND WHEREAS, Merchant and SFL have agreed on the terms which shall govern the Payments payable to SFL as set forth in  Merchant enrollment Form (hereinafter referred to as “MEF”) which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for valuable consideration, the  receipt and sufficiency which is hereby acknowledged, the Parties agree as follows: 

1. DEFINITIONS 

1.1. Wherever used in this Agreement the following terms shall have the meanings set forth below: “Agreement” means this Deed of Agreement for Payment Gateway Service including any amendments made from time to time. 

“Authorization” means the authorization of a Transaction for Settlement in accordance with this agreement and subject to the Payment  Card/Bank Account procedures. 

“Authorization Request” means an electronic request for an Authorization for a Transaction generated at the Payment Gateway  evidencing the payment of services by a Customer from the Merchant. 

“Cardholder” means a person to whom a Payment Card is issued or is authorized to use such Payment Cards, it also means bank  account holders that have a valid savings or current account with any of the partner banks of SFL. 

“Credit Card Association” means Visa International, Inc., MasterCard International, Inc., and any other Credit or Debit card issuing  company. 

“Credit Card Association” means Visa International, Inc., MasterCard International, Inc., and any other Credit or Debit card issuing  company. 

“Customer Order/ Order” shall mean an order placed by a customer for payment for availing of services provided by Merchant at the  website of Merchant. 

“Effective Date” this Agreement is made effective as of the date (“Effective Date”) by clicking the “Agree”, or “Accept”, or similar  button/process for accepting this Agreement. 

“Interface” means the Software interface, which will be provided by SFL to Merchant. The purpose of such interface is the linking of SFL’s service to Merchant’s Website in order to facilitate the process of Transactions. 

“Payment Gateway Facilitators” shall mean and include the Acquiring Banks, MFS institutions, Facility Providers and associate Companies, as well as third party service providers and/or Payment Card industry issuers such as Master Card/ Visa/ American  Express Card, various Banks, etc., and/or their service provider/agents. 

“Invalid Transaction” means transaction shall not be valid if: 

i . the transaction and its records are illegal according to the Merchant type and transaction nature; 

1. the particulars inserted in the sales voucher are not identical with the particulars inserted in the copy given to the  Cardholder/Customer; 

iii. the Nominated Card is invalid at the time of transaction; 

1. the Merchant has failed to observe the Agreement in relation to thetransaction; 
2. the Nominated Card was used without the authority of the Cardholder. 

“Processing Fee” or “TDR” means Transaction Discount Rate that is charged to Merchant by SFL or its partner banks and other  institutions on every completed and paid transaction. 

“Payment Card” means a Credit or Debit payment card, which SFL may process from time to time. “SFL Site” shall mean the website  with the domain name “http://www.SFL.com.bd” and all its sub domains established by SFL for the purposes of enabling  payment processing instructions by the Customers of Merchant to SFL through the website of Merchant. “Services” mean all SFL related services. 

“The Bank” means Dutch Bangla Bank Limited (DBBL), BRAC Bank, Eastern Bank, City Bank, Southeast Bank or any other bank  that provides transaction processing capacity and accepts payment from the customers as an acquiring bank. 1.2. Other capitalized expressions used in this Agreement shall have the meanings respectively assigned to them elsewhere in this Agreement. 

1.3. Words indicating the singular only also include the plural and vice-versa, where the context so requires. 1.4. The headings of the Clauses in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

2. SERVICE SCOPE 

2.1. As an aggregator, SFL shall provide Merchant with an Online Payment Gateway System (SFL) so that Merchants  can receive online payments from the Customers with SFL PaymentGateway 

2.2. By acquiring SFL, Customers of Merchant shall be able to send payments of products through internet to Merchant  from Merchant’s Website (e-commerce site or e-store). Customers shall be able to use their Bank Accounts or Credit/Debit Card to pay  for products listed on Merchant’s Website. 

2.3.SFL shall enable: 

2. The Merchant shall accept all major Credit Cards, signature Debit Cards, mobile banking, internet banking and wallet. ii. The Customer shall use full featured Merchant Interface to monitor and control payments through Merchant’s website. iii. Customers’ funds to be automatically deposited into Merchant’s Bank Account within mentioned timeline in MEF. 2.4. The Merchant agrees that SFL in providing the services does not act as a principal but acts as a facilitator on behalf of the Merchant to enable the Merchant to enter into Transactions with its Customers. The Merchant waives any claim against SFL, which  the Merchant may have whether for the performance and/or non-performance of any Transaction entered into as a consequence  of SFL’s acceptance of an Authorization. 

2.5. The Merchant acknowledges that, SFL shall have the right to update the terms of this Agreement and policies as deem  necessary. 

3. MERCHANT OBLIGATIONS 

3.1. The Merchant agrees and undertakes to: 

1. Provide SFL with accurate and authentic information regarding the Merchant’s designated bank account, product/service-related information, all the transaction related information and all the relevant supporting documents; 
2. Pay any and all Fees in accordance with payment terms mentioned in MEF. 

iii. Not to use the Services in any manner whatsoever which may constitute a violation of any law or regulation or which may cause SFL to be subject to any investigation, prosecution, or legal action or for any type of business which in the opinion of SFL is  unacceptable; 

1. Describe accurately on the Merchant’s website the procedure for entering into a Transaction by making clear what is being sold on the Merchant’s Website, the price and the action, which must be taken in order to enter into a legally binding contract; v. The Merchant shall not store the Payment Card details or Bank Account details on any server maintained by either the  Merchant or any Third Party without first undergoing a security audit which should be carried out by an SFL approved Third Party  security auditor. Any and all costs shall be borne entirely by the Merchant; and 
2. Establish an online website protected by SFL (Secure Socket Layer) and provide a mandatory Customer registration at the  Merchant Website. 

vii. Shall support and provide necessary assistance to SFL regarding the Merchant’s due diligence and periodic risk assessment as  per the prevalent laws, rules-regulation of the country. 

3.2. The Merchant agrees to ensure its mandatory registration with SFL (Payment Gateway) and Payment Processor. 3.3. Merchant must select an ID and password to enable Merchant to access Merchant’s payment gateway account and use the SFL  Services. Merchant is solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other  codes for purposes of giving Merchant access to the SFLServices. 

3.4. The TDRs are subject to change at the sole discretion of the acquiring banks, credit card networks or SFL. 3.5. Merchant is solely responsible for the security of data residing on servers owned or operated by Merchant, or a third party  designated by Merchant (e.g., a Web hosting company, processor or other service provider). 

3.6. The Merchant must: 

1. Display prominently in the Merchant’s website the Nominated Charge Card decal insignia through web scripts supplied by SFL; ii. Provide necessary system log and necessary data/information related to any transactional dispute and fraud. iii. Deliver at least one copy of the Sales Draft or credit draft to theCardholder; 
2. Enable the Cardholder to print a Transaction Voucher from the Internet against each sale/purchase of goods. v. Ensure that the Website Visitors Find 
3. a complete description of the goods or services offered; 
4. a returned merchandise and refund policy; 
5. a customer service contact, including electronic address and/or telephone number and the physical address of the Merchant’s  Premises; 
6. a delivery policy (including the delivery cost, if any); 
7. the “nominated card and/or bank symbols/logos in full color; 
8. the “SFL Verified Merchant” seal in full color and in prominent position; 
   

1. the transaction currency in Bangladesh Local Currency only; 
2. the country of domicile of the Merchant must be Bangladesh. 

3.7. The Merchant must 

1. Not submit a transaction or sale that has been previously charged back. 
2. Not store any card or account related information in any form. Not use, disclose, sell or disseminate any Cardholder information  obtained in connection with a card transaction (including the names and addresses of cardholders) except for purposes of  authorizing, completing and settling card transactions and resolving any chargeback, retrieval requests or similar issues involving card transactions; 

3.8. Where there is a product/service of the Merchant whose actual source/origin exists outside of Bangladesh, the remittance and  currency exchange mechanism with foreign entity must be through legal means and Bangladesh Bank approved channels. 3.9. If SFL/Payment Gateway Facilitators/Card Associations, etc. levy any fine, penalties, etc. pertaining to the breach of this  agreement or for violation of the norms of the Payment Card Industry/Banks or for any act/omission by the Merchant, the same shall be paid by/recovered from the Merchant forthwith without any demur, protest or delay. 

3.10. In the event of any dispute between the Merchant and the Customer whether in relation to any deficient, improper or incomplete  service provided by the Merchant or otherwise, for any other reason whatsoever and if SFL and/or the Payment Gateway Facilitators are made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes, the said Merchant  shall indemnify and shall at all times hereafter keep indemnified SFL/Payment Gateway Facilitators from and against any claim,  costs, charges, expenses, loss, damages, etc. 

3.11. The Merchant shall at all times ensure confidentiality of all information submitted by the Customers at the Site and otherwise  regarding all or any matters related to the Payment Gateway Services. The Merchant shall ensure that he is acting in compliance with and shall at all times act in compliance with all laws, rules and regulations and shall at all times comply with the guidelines set by SFL and/or Payment Gateway Facilitators including but not limited to Visa, Master Card or other card and/or any other  Issuing/Acquiring Bank law and/or by any Payment Gateway Facilitators and in accordance with public/government policy and in  support of public sentiment. 

3.12. The Merchant hereby grants to SFL and Payment Gateway Facilitators a non-exclusive, royalty-free limited license to use,  display and reproduce the trademarks, service marks, logos and/or any other marks of the Merchant. 3.13. SFL hereby grants to the Merchant a non-exclusive, royalty-free limited license to use, display and reproduce the  trademarks, service marks, logos of SFL (hereinafter referred to as “SFL Trademarks”) solely in connection with Merchant offering their  facilities and services to the public provided that nothing herein constitutes a license to use SFL Trademarks as part of an Internet domain name. Merchant shall use SFL Trademarks in accordance with the policies notified by SFL from time to time. The Merchant  shall prominently display, on its Site/s and in other online marketing materials if applicable, a  statement/logo/trademark/image provided by SFL. 

4. PAYMENT TO THE MERCHANT 

4.1. After making the following adjustments and any other deductions in terms of this agreement and subject to the limits on the monthly withdrawal volumes/limits allowed to the Merchant, the net payments shall be made available by SFL to the Merchant. i. the transaction amount less the consideration/fees the Transaction Discount Rate along with other dues, fees, charges, out of pocket expenses, etc. due to SFL in terms of MEF or at any other rates and percentage as amended from time to time for all  transactions processed; 

4. the sum of all Customer Charges denied, refused, or charged back by the Customer or the Payment Gateway Facilitators; iii. any overpayment made by SFL due to mathematics, computational or system errors or otherwise; 4.2. TIME OF MAKING PAYMENTS/ DUE DATE OF PAYMENT: Upon receipt of proof of Delivery of the Dispatch of the relevant  Product/Service SFL will deliver payment to the Merchant. The Merchants’ share of the customer charge as promptly after the due  dates as is practicable as set out in MEF which amount shall always be subject to the resolving of all inquiries, disputes, and refunds processed on account of Merchant’s Customer Charges and/or chargeback and subject to SFL recovering all the amounts due to them in terms of the Agreement between SFL and the Merchant as well as subject to SFL recovering all the claims, losses, damages, penalties arising from and out of a breach of this agreement and/or in any other manner whatsoever. 

4.3. Where the Bank or SFL is aware or has reason to believe that a Transaction or Invalid Transaction is fraudulent or a  counterfeit Nominated Card has been used for that Transaction, SFL reserves the right for a period of 30 days to: a. Withhold payment to the Merchant Account; and 

1. Unless it otherwise agrees in writing, prevent the debit of that part of the balance of the Merchant Account or any account held by the Merchant with the Bank, as is equal to the amount the Bank estimates may become owing to it by the Merchant in respect of that Transaction. 
2. Without incurring any sort of liability whatsoever. The Bank or SFL shall never be held responsible or liable for any fraudulent or  unauthorized use of the Nominated Charge Card or Nominated Co-Branding Charge Card.

4.4. During that 30-day period, the Bank will investigate the Transaction if it feels necessary at its sole discretion or without carrying  out any such investigation, the Bank: 

(a) will either: 

(i) refuse to process the Transaction and return the Transaction to the Merchant; or 

(ii) if the Transaction has been processed, charge that Transaction back to the Merchant, and 

(iii) will set-off amounts owing to it by the Merchant in respect of that Transaction against funds standing to the credit of the Merchant  Account or any account held by the Merchant with theBank. 

(b) Where: 

(i) the Bank is aware or has reason to believe that a Transaction or Invalid Transaction is fraudulent; 

(ii) the Bank assesses the Merchant as a high credit or fraud risk; 

(iii) the Merchant has breached the Agreement; or 

(iv) the Bank otherwise determines on reasonable grounds that deferred settlement is justified in order to prevent loss to the Merchant  or the Bank, the Bank may defer settlements of any Transaction which occurs during a period of up to three months following the  occurrence of the circumstance set out in (i) to (iv) above (the deferred period). Such settlement may be deferred for up to 2 Business Days. Immediately prior to the end of any deferred period, the Bank will review the relevant circumstance set out in (i) to (iv) above, to  determine whether deferred settlements should continue and what period that deferral should be. The Bank will advise SFL in writing of its decision upon completing the review and SFL will share the same to the Merchant. 

1. The Merchant has (i) not provided the requisite proof of Delivery/Dispatch or other information in connection therewith or (ii) not obtained a necessary authorization as required to be obtained in terms of this agreement or (iii) SFL or the Payment Gateway  Facilitators are entitled to reject payment in terms of this agreement; 

xii. The Issuing Bank/Payment Gateway Facilitators advises that the card number does not match any number on file or the card  used is not a Valid card; 

xiii. Acquiring bank or Payment Gateway Facilitator refuse to make the payment or ask for the refund; xiv. Payment in respect of the Customer Order or the relevant installment of the Customer Charge has already been made; xv. The authorization process cannot be completed/fails in relation to a Transaction; 

xvi. For any other reason whatsoever including reasons that may have been separately provided for in this agreement and  irrespective of the fact that it is not specifically mentioned herein; 

4.5. REJECTION OF PAYMENT FOR INVALID TRANSACTIONS: SFL shall be entitled at any time to refuse making total or partial  payment to the Merchant or, if payment has been made, to debit the Merchant’s Account with such amount or to seek immediate  reimbursement from the Merchant, notwithstanding any Authorization given by SFL to the Merchant, irrespective of any dispute that  the Merchant may have for such debit, in any of the followingsituations: 

1. The transaction is for any reason unlawful or unenforceable; 
2. the particulars inserted in the sales voucher are not identical with the particulars inserted in the copy given to the Cardholder; iii. the Nominated Charge Card was used without the authority of Cardholder; 
3. Any information presented electronically to SFL in respect of the transaction is not received in accordance with SFL  requirements from time to time; 
4. the Transaction is recorded in a currency other than Bangladesh Local Currency, except where the Merchant has taken prior  written approval from the Bank record Transactions in other currencies; 
5. Any transaction made through a card outside the territory authorized for the use of the card; 

vii. The price charged for goods or services to the Cardholder was in excess of the advertised price; 

viii. The goods and/or services covered by the transaction are rejected or returned or the transaction or part thereof, is cancelled or  terminated by a Cardholder or if the Merchant fails to provide at all or to the Cardholder’s satisfaction, goods and/or services to-the Cardholder; 

1. The Cardholder disputes or denies the transaction or the sale or delivery of goods and/or provision of services covered by the  transaction with reasons; 
2. Transaction is posted more than once to Card Holder’s account; 

4.6. In the event SFL suspects that the Merchant has been negligent or that the Merchant has committed a breach of this  Agreement or has acted dishonestly or committed fraud against either SFL or against any of the Payment Gateway Facilitators or upon any Customer, then SFL shall be entitled to suspend all payments under this Agreement to the Merchant pending enquiries by SFL/Payment Gateway Facilitators/Customer, as the case may be and until resolution of the same to the satisfaction of SFL. In the  event SFL is satisfied that the Merchant has committed a breach of this Agreement or has acted dishonestly or committed fraud  against either SFL or against any of the Payment Gateway Facilitators or upon any Customer then SFL shall be entitled to recovery  of the loss, claim, penalties, costs, expenses directly or indirectly incurred or suffered by SFL/ Payment Gateway Facilitators/ Customer. 

5.CHARGEBACK 

5.1. If a Transaction is an Invalid Transaction, SFL, being authorized from the Bank, shall: 

i.refuse to accept the Transaction; or 

1. If the Transaction has been processed, at any time within two years of the date of the Transaction, charge that Transaction back to the Merchant by debiting the Merchant Account or otherwise exercising its rights under the Agreement. iii. Merchant will verify the shipping address before delivering any product. 
2. Merchant shall not deliver a product in an address other than the address mentioned as delivery address. If card holder claims for  charge back, merchant must submit proper delivery documents & Invoice, otherwise the Merchant shall be totally liable for card  holders charge back. 

6.AUTHORIZATION 

6.1. The Merchant shall obtain Authorization from SFL and/or their Payment Gateway Facilitators before accepting any Customer  Order. 

6.2. The Merchant shall not accept any Order for which payment is to be made through a Valid Credit/Debit Card/other channel  unless the Transaction is authorized through the Payment Gateway Mechanism. 

6.3. Unacceptable Transactions: The Merchant shall not process or deposit transactions with SFL for any other Merchant or  establishment who may or may not be the Merchant with SFL. The Merchant will also not give cash advance by showing the  transaction as a sale transaction. The Merchant shall not accept payment from a cardholder to re-finance an existing debt. 6.4. SFL reserves the right to discontinue the service on these grounds and recover such amounts from the Merchant in case it is  exposed to losses due to charge back or disputes. 

7.TRANSACTION HANDLING 

7.1. The Merchant acknowledges that, SFL will not entertain any invalid transaction through its payment gateway system. 7.2. The Merchant shall deliver to the Cardholder a Bill/Invoice which shall include the charges covered in the payment received from the cardholder through the payment gateway, along with the terms and conditions applicable for the transaction; 7.3. In the event the Merchant accepts a customer order/agrees to provide the service to the customer but however subsequently  notifies to SFL about the Merchant’s inability to comply with a customer order/service the Merchant shall forthwith make a proper  cancellation for giving effect to the same. 

8.DISPUTES REGARDING PRODUCTS/SERVICES 

8.1. SFL and the Payment Gateway Facilitators shall not be responsible for the quality or Merchantability of the Products sold to the  Customer. SFL and the Payment Gateway Facilitators shall also not be responsible for any non-delivery of the  Products/Services to the Customer. The Merchant shall ensure that the transfer of property in the Products to the Customer is completed only on actual delivery and verification thereof. All risks associated with the delivery of the Products shall be solely that of the Merchant. Provided that any and all disputes of whatsoever nature whether in relation to deficient, improper or incomplete service provided by the Merchant including dispute regarding quality, quantity, Merchantability, non-delivery and delay in delivery of the Products/Service or otherwise any other dispute will be dealt with by and between the Merchant and the Customer directly and SFL and the Payment Gateway Facilitators shall not be a party to such disputes. 

8.2. An invoice would be generated in the form of e-mail to the customer for each successful transaction which the merchant can use  for dispute resolution between the Merchant and Customer. 

9.REFUNDS/ REFUND POLICY TO CUSTOMERS 

9.1. In the event of a Customer making a purchase by using a Valid Card or through Net-Banking or otherwise through any mode of  payment mechanism and upon the Customer or Issuing Bank / institution with whom the Customer has taken the card or the Payment  Gateway Facilitator through whom the customer has utilized any mode of payment mechanism requesting SFL, the Facility Providers  or the Banks or the Payment Gateway Facilitator for a refund on any grounds whatsoever within a period of 15 days from the actual 

delivery of the Products, then SFL, the Banks or the Payment Gateway Facilitator shall be entitled to cancel Authorization and refuse  to make any payments to the Merchant and/or enforce a refund from the Merchant. SFL shall forthwith inform the Merchant of the  same and shall debit the payment to be made to the Merchant’s Account and make an intermediate credit in SFL Account, irrespective  of any dispute that the Merchant may have pertaining to such debit. If the Merchant and the Customer are unable to arrive at a 

satisfactory resolution of the problem within a period of fourteen days thereafter, SFL shall be entitled to make a direct credit to the  disputing Customer’s Account for the disputed amount. Such a debit to the Merchant’s Account and the direct credit to the disputing  Customer’s Account shall not be disputed by the Merchant in any manner whatsoever. In the event of the Customer and the Merchant arriving at a settlement within the said fourteen-day period, SFL shall deal with the said moneys in accordance with the terms  of the settlement arrived at. If there is insufficient credit balance of the Merchant with SFL; the Merchant, shall on receipt of the claim  from SFL, undertakes to forthwith pay to SFL the amount of the refund within 24 hours of such demand. 

9.2. In the event the Merchant accepts a customer order/agrees to provide the service to the customer but however subsequently  notifies to SFL about the Merchant’s inability to comply with a customer order/service the Merchant shall forthwith make a proper  cancellation for giving effect to the same as well as provide the funds in their account to facilitate a refund of the entire amount due  to the customer. Any deductions made by SFL from the Merchant shall not be challenged by the Merchant for any reason whatsoever. 

9.3. In the event of a refund to a cardholder in respect of any transaction of any goods/ services that are not received as ordered by the Cardholder or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully  disputed by the Cardholder or price adjustment is allowed or for any other reason whatsoever, the Merchant shall not process a  refund transaction and/or make a cash refund directly to the cardholder. The Merchant must not process a refund transaction,  unless there is a preceding corresponding debit on a card account. The Merchant must present to SFL a credit slip/credit process/  refund letter on headed stationary and signed by authorized signatory/ies which will include details of a brief description of the items concerned upon which SFL is authorized to deduct from the Merchants account the total refund(s) due to the cardholder(s) and in the  event of there being a shortfall in the account of the Merchant to provide for the said amount then the Merchant shall forthwith make  provisions for the same failing which the Merchant shall be liable to pay interest at the rate then currently charged to cardholders in  respect of their indebtedness from the due date until the date of payment (as well as after and before any demand made or judgment  

obtained). A true and completed copy of the credit slip must be delivered or forwarded to the Cardholder. 9.4. In the event of a refund being agreed to be made by the Merchant to the cardholder, a valid credit slip shall be issued by the  Merchant to SFL or Merchant shall initiate refund request via SFL web panel (as the case may be) within seven to nine working days  after the refund has been agreed between the Merchant and the Customer. SFL, within 07 working days of refund initiation by the  Merchant, shall convey such refund request to the Bank and/or other facilitator for necessary refund processing. Furthermore,  SFL shall: 

1. Debit the Merchant’s account forthwith; and/or 
2. Deduct the outstanding amount from subsequent credits to the Merchant’s account; and/ or 

iii. If there is no credit amount with SFL, or insufficient funds available therein, claim from the Merchant the amount credited to the  account in respect of the relative transaction/s along with interest thereon. 

Provided that, if it appears before SFL that there is a concern regarding the legitimacy of the customers/merchant transaction and/or  dispute/fraud is involved and/or Customers/Merchant’s transaction is suspicious in nature and/or there is an insufficient fund of the  Merchant for refund settlement or other reasonable grounds, SFL shall have the right to hold such refund for the period as may be  determined reasonable by SFL and the Merchant will be notified by SFL regarding as such action accordingly. 

9.5. All the refund related charges and/or or reversal of TDR shall be applicable as per prevailing policy of the concerned payment  channel in relation to the refund processing. 

10. AML & CFT COMPLIANCE 

The Merchant shall comply with all AML & CFT regulations and guidelines of Bangladesh Bank while operating business under this  agreement. 

11.AUDIT 

In the event of any dispute involving a Transaction or SFL suspects that fraud is involved, the Merchant authorizes SFL, or its agent,  to enter the Merchant’s Premises during the Merchant’s normal business hours to examine and take copies of the Merchant’s books  of account and records. If any wrong or invalid Transaction or any Transaction in violation of the Agreement is detected or proved,  the Merchant shall be liable to bear all costs and expenses incurred by SFL in relation to carrying out such Audit and all incidental  costs related thereto in addition to any other liability of the Merchant incurred for such invalid or fraudulent transactions. 

12. TERM AND TERMINATION 

12.1. This Agreement shall commence on the date it is signed by the Parties and shall continue for an initial period of [3] years and  shall be renewed automatically thereafter on a [1] yearly basis unless and until terminated by either Party giving 90 days prior written  notice to that effect to the other Party. 

12.2. Without prejudice to any other provisions of this Agreement, this Agreement may be terminated by either Party: i. By providing 90 days prior written notice showing the proper reason (e.g., Breach of any of the terms and conditions of this  Agreement, Substandard, Defective or Uncompetitive Products or Services, Lack of Joint Opportunities etc.) to the other party is in this  agreement. Within the first 60 days both the parties shall take proper initiative to resolve the matter by holding a meeting with concern teams of both the parties. If the issues are resolved at this stage than parties will proceed on with the agreement. ii. If the issues are not resolved by this step than the matter shall be referred to the senior executives of the parties for resolution within  next 30 days. 

iii. By following the above stages if resolution process failed than the Party is in breach of this Agreement and shall have failed either to remedy the breach or in the case of an irremediable breach, to pay reasonable compensation to the other Party in either case within  30 days of the receipt of the written request from the other Party to remedy the breach or pay reasonable compensation (the  time for performance of any obligation being extended accordingly for the purpose of this clause 12.2.i & 12.2.ii) such request  

indicating failure to remedy the breach or pay reasonable compensation may result in termination of this Agreement. 12.3. SFL may terminate the Agreement immediately by notice to the Merchant should any of the following occur: i. an Insolvency Event occurs in relation to the Merchant; 

1. the Merchant breaches any of its material obligations under theAgreement; 

iii. the Merchant does not process any Transactions using the payment gateway of SFL for a continuous period of six months; iv. if, in the Bank’s reasonable opinion, the Merchant is involved in an unacceptably high number of chargeback, Refund requests or  retrieval requests, without justification acceptable to the Bank; 

1. it becomes illegal or impossible in practice for SFL to continue to provide the Merchant Facilities to the Merchant; vi. the Agreement becomes wholly or partly void, voidable or unenforceable or a claim is made to that effect; vii. the Merchant processes a Transaction that the Merchant knew, or ought to have known, was fraudulent or illegal; viii. SFL reasonably determines that the continued provision of the Merchant Facilities to the Merchant may damage the  reputation of SFL or otherwise reasonably considers that SFL or the Merchant may suffer loss if it continues to provide the Merchant  Facilities to the Merchant; 
2. any of the information provided by the Merchant in the Merchant Enrollment Form (MEF) or otherwise is or becomes incorrect, or  false or misleading in a material respect; 

(iv). the Merchant’s details and other information disclosed in the MEF materially changes, including, but not limited to, a change to  the nature and type of business conducted by the Merchant; 

(v). the Cardholder has not received the goods or services as required by the terms of the Transaction (and, in the case where the  Merchant is not the provider of the goods or services and acts as agent for the provider of the goods or services, the goods or services  have not been provided by the principal) and the Merchant has failed to provide the Bank with proof of receipt of, and satisfaction 

with, the goods or services by the Cardholder within 5 Business Days of the Bank’s request to do so. (vi). The Merchant directly or indirectly breaks security of the internet solutions or even attempt to violate/ break/ change the e Commerce Payment Gateway solution or related software or security related to the Bank. 

(vii). The Merchant violates the Rules of VISA/MasterCard/other nominated charge card. 12.4. Termination of the Agreement or any  part of it does not affect any rights or obligations of the Merchant or SFL that arose prior to termination. In particular, any obligation  the Merchant has under the Agreement to indemnify SFL or to pay SFL any amounts (including costs), is a continuing and  independent obligation and survives even if the Agreement is terminated. All transactions made prior to termination are subject to  the terms of the Agreement. Furthermore, in case of agreement termination for whatsoever reason by either Party, Merchant 

expreSFLy agrees that SFL shall have the right to withhold the payment settlement (if there is any payment settlement is pending) for the period as deemed necessary for securing any refunds, disputes, and transaction chargeback. 

13.CUSTOMER CHARGE/PRICE 

13.1. Prices to be charged by the Merchant shall be inclusive of all taxes, insurance charges and delivery charges and shall be  uniform to all Cardholders/ Payment Card Industry member or the Payment Gateway Facilitators. 

13.2. The Merchant shall be solely responsible for the accuracy of all information and/or validity of the Prices and any other charges and/or other information relating to the Products which are included in the Site. 

14.ARBITRATION AND GOVERNANCE 

14.1. This agreement shall be governed by and construed in accordance with the law of the People’s Republic of Bangladesh. 14.2. All disputes relating to the terms and conditions of this agreement shall be settled amicably between the two parties within 30 days. In the event of any dispute or difference of opinion between the parties arising out of or in connection with this Agreement,  including the breach, validity or interpretation of any of the provisions hereto, then the parties shall endeavor to resolve such dispute  by discussion between them within a period of 15 (fifteen) days, commencing on the date of one party’s written notice to the other  party of such dispute. If the amicable settlement fails or that 30 days period expires without any settlement then that dispute shall  be referred to arbitration in accordance with the provisions of the Arbitration Act, 2001. Each party shall appoint its own arbitrator and the arbitrator of the parties so appointed shall appoint a third arbitrator who shall be the Chairman of the Arbitral Tribunal. The venue  of the arbitration shall be at Dhaka, Bangladesh. The language of the arbitration shall be English. 

15. AMENDMENT 

15.1. Both the parties reserve the right at any time to change, vary, modify, delete any or all of the terms and conditions contained herein or add new terms to these agreements upon mutual understanding in writing. 

15.2. Both parties shall meet quarterly and discuss on the bi-lateral issues, review and amend the agreement accordingly.

16. LIMITATIONS OF LIABILITY 

16.1. The Parties will not be liable to each other, any representative, or any third party for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages, loss of data, or interruption or loss of use of service or of any equipment or materials, even if advised of the possibility of such damages, whether under theory of  contract, tort (including negligence), strict liability or otherwise. 

16.2. Notwithstanding anything to the contrary in this agreement, SFL’s maximum aggregate liability to Merchant related to or in  connection with this Agreement will be limited to the total Fees paid by Merchant to SFL hereunder for the prior three months period. 16.3. The Merchant acknowledges that SFL has set its prices and entered into this Agreement in reliance upon the limitations of  liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain  between the Parties. The Parties agree that the limitations and exclusions of liability specified in this Agreement will survive and apply  even if found to have failed their essential purpose. 

17. CONFIDENTIALITY 

The Merchant recognizes, accepts and agrees that all tangible and intangible information obtained/received/gained/developed or  disclosed to the Merchant and/or its Merchant Staff by SFL/Payment Gateway Facilitators, including all details, documents, data,  business/customer information and the SFL/Payment Gateway Facilitators practices and trade secrets (all of which are hereinafter  collectively referred to as “Confidential Information”) that may be communicated to the Merchant and/or its Merchant Staff may be 

privy under or pursuant to this Agreement and/or in the course of performance of Merchant’s obligations under this Agreement and the said Confidential Information shall be treated as absolutely confidential and the Merchant irrevocably agrees, undertakes and ensures that the Merchant and all its Merchant Staff shall keep the same as secret and confidential and shall not disclose the same, at all in whole or in part to any person or persons at any time or use, nor shall allow the Confidential Information to be used for any purpose. 

18. FORCE MAJEURE 

Neither party shall be liable for any delay in or failure to perform its obligations if that delay or failure is caused by circumstances beyond  its reasonable control, including without limitation fire, strikes, insurrection, riots, embargos, inability to obtain supplies, refusal or  revocation of license, or regulations of any civil or military authority, fire, act of God, flood or any network breach, breakdown in any  Third Party equipment including Third Party computer hardware or Third Party software. If any such circumstances continue for  a period of three months either Party may by notice to the other Party terminate this Agreement whereupon the Merchant shall  forthwith cease to use the services. 

19. INDEMNITY 

Each party agrees to indemnify, defend, and hold the other party harmless and keep it indemnified from and against all losses, damages, penalties, costs, claims, litigations, law suits, demands, expenses and charges imposed on the other party as a result of any  action by a third party arising out of any act(s), omission(s), or non-compliance by the defaulting party, its officers or employees of directives, rules, regulations, instructions, or orders of any statutory, regulatory or municipal authority or any other applicable laws or  third-party agreements in the running, operation, maintenance, and conduct of activities pursuant of this Agreement. 

20. WEBSITE REQUIREMENTS 

“Website requirements” are the minimum content requirements that the Merchant shall be required to adopt in its website for  accepting payments online. Website contents are very important to ensure a satisfactory shopping experience for consumers and to  minimize customer complaints, disputes and chargeback. Fulfilment of these requirements will promote benefits for both the  customers and merchants alike. The website must: 

Have an easy to remember domain which can be communicating with customers. 

* Must host the website in a secure and reputed hosting provider to ensure proper security, specially ensure usage of latest  SFL/TLS versions like TLS 1.2 or higher. Major browsers no longer support any version lower than TLS 1.2. * Must include a customer registration page so that customers can register their personal information (such as, name, email address, mobile number, shipping address, etc.) so these can be traced and shown to customers during submission of orders. * Must send an order confirmation email including an electronic invoice to customers after their orders are successfully submitted. * Must include clearly defined data privacy and return policies in the website so that customers can check and be aware of these  policies. 

* Must include SFL certificate (https) in the hosting to take care of security aspects. This also helps in better page ranking in  search engines. 

* Have a responsive design so the website is visible in both Personal Computers and Mobile phones. 

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Representative Signature 

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* Simple and user-friendly journey so its easier for customers to navigate. 

* Use of compressed images will ensure that the website is loading faster. 

* Integrating a shopping cart which will allow user to add multiple items while checking out. 

* Include a section for Frequently Asked Questions so customers can know about ordering and refund processes. * Website should have social media integration so that customers can like and share merchants’ social media pages. 

21. FORBIDDEN BUSINESS 

The Merchant must not engage with following service/business: 

* Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and  other media); escort or prostitution services; Website access and/or website memberships of pornography or illegal sites. * Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne. 

* Body parts which include organs or other body parts. 

* Child pornography which includes pornographic materials involving minors. 

* Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials. * Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials,  including OEM or bundled software. 

* Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrollment in online gambling sites, and related  content. 

* Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to  software, servers, websites, or other protected property. 

* Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts. * Offensive goods which includes literature, products or other materials that: 

1. Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors ii. Encourage or incite violent acts 

iii. Promote intolerance or hatred. 

1. Crime scene photos or items, such as personal belongings, associated withcriminals 

* Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a  prescription by a licensed medical practitioner. 

* Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments. * Live animals or hides/skins/teeth, nails and other parts etc. of animals. 

* Digital diamond/gold/silver/coin and other similar items. 

* Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or  international includes the laws of Bangladesh. 

22. ENTIRE AGREEMENT 

This Agreement represents the entire agreement and understanding between the Parties relating to the subject matter of this  Agreement, and supersedes all documents or verbal consents or understandings (if any) given or made between the Parties prior to  the date of this Agreement. 

IN WITNESS WHEREOF, the Parties hereto have executed this agreement & affixed their hands seals effective as of the date first  above written