Terms and Conditions for Use of the Service
This ONLINE EVENT REGISTRATION SYSTEM SOFTWARE AGREEMENT ("Agreement") is made and entered into by and between:
AGAMiLabs Limited, a company incorporated under the Companies Act, 1994 of Bangladesh, registered with the Registrar of Joint Stock Companies & Firms, Bangladesh, Reg# C-143454/2018 having its office at NK Bhaban, CU Road, Hathazari-4330, Chattagram, hereinafter referred to as "AGAMiLabs" (which expression shall, unless excluded by or representatives the subject or context, mean and include its successors-in-interest, legal representatives, administrators and assigns) of the FIRST PARTY.
AND
The Client, the individual or organization that creates an event online through AGAMiLabs' event registration system software, hereinafter referred to as the "Client."
WHEREAS the Client desires to order online event registration including online payment readily available with the online system.
WHEREAS AGAMiLabs agrees to deliver desired web-based software with online payment for the Client:
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:
1.1 "Agreement" shall mean this agreement, any attached exhibits or schedules, and any amendments to this Agreement, which are in writing and signed by both parties.
1.2 "Minor changes" shall mean the alteration of software by text, not by alteration of software by logic in source code.
1.3 This Agreement shall come into effect from the Date of Agreement and shall be valid for an initial term of twelve (12) months.
2.1 The Client shall pay AGAMiLabs as per the following terms, excluding VAT & TAX payable:
System Charge Packages:
Payment Gateway Fee:
The Client shall use the available payment gateway regardless of the package. However, if the Client needs an additional payment gateway, negotiations must be made in a separate document duly signed by both parties.
Other Charges for ANY Package (if applicable):
2.2 Payments will be collected from bKash to AGAMiLabs’s Merchant Account. After collection, AGAMiLabs will transfer the Client’s payments to the Client's authorized bank account twice weekly after deducting the service charge.
3.1 AGAMiLabs acknowledges that the Client shall have user rights to the software deliverables prepared for the Client during the agreement period. However, the Client is not permitted to further sell, redistribute, or send either source code or any deliverables to any other parties for further use for any purpose. AGAMiLabs preserves the right to reuse the source code in other deliverables and can sell it to any other parties.
4.1 The Client is using AGAMiLabs' already developed software service. If the Client wishes to cancel the event in the middle, AGAMiLabs shall not be liable to the registrants and the Client shall pay AGAMiLabs reasonable extra charges.
4.2 The minimum cancellation fee will be fifty percent (50%) of the signed quotation. The Client must advise AGAMiLabs in writing of the request not to proceed with work.
5.1 The Client will obtain all necessary permissions and authorities (if necessary) with respect to the use of all copy, graphics, logos, names, and trademarks and any other materials supplied by the Client.
5.2 AGAMiLabs will not accept responsibility for damages or losses incurred by the Client from the use of third-party API/Software for which permission or authority has not been obtained from a third party.
6.1 AGAMiLabs will pursue due care to ensure applications created by AGAMiLabs are free of errors.
6.2 AGAMiLabs does not accept responsibility for errors, damages, losses, or additional costs that relate to third-party products that AGAMiLabs may require to complete the quoted application.
7.1 The AGAMiLabs system is already developed. Clients opting for Package 1 have limited rights to customization and design support. Any additional alterations requested by the Client that fall outside the scope of the limited customization provided under Package 1 may incur extra development charges and time.
8.1 Installation of the COMPUTER PROGRAM shall be the responsibility of AGAMiLabs.
8.2 The Client agrees to reasonably cooperate with AGAMiLabs with respect to this Agreement, including, without limitation, providing necessary documents and information for display on the COMPUTER PROGRAM. AGAMiLabs shall not be liable for any weaknesses available in any third-party information.
8.3 AGAMiLabs will not be liable for any incidental, consequential, or special damages of any kind or for any damages resulting from loss of use, data, or profits arising from the Server.
9.1 AGAMiLabs will provide minor changes in major modules as support. In case of enhancing a new module, a new feature, or a new user journey, further customization will be quoted separately.
10.1 AGAMiLabs’ liability to the Client resulting from the performance of, or failure to perform, any services under this Agreement will be limited to re-performing those services.
10.2 AGAMiLabs does not guarantee that the operation of the software maintained or serviced by AGAMiLabs will be uninterrupted or error-free; that all malfunctions, deficiencies, or errors will be corrected; or that software, upgrades, or updates will meet the Client’s specific requirements. AGAMiLabs has no warranty obligation for products or services provided by third parties.
10.3 IN NO EVENT SHALL AGAMILABS OR THE CLIENT BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.1 In the event of any dispute or difference between the parties arising from, or in connection with, this Agreement, the matter will be referred to arbitration in accordance with the provisions of the Arbitration Act, 2001. The decision of the Arbitration shall be final and binding on the parties.
12.1 The personnel of each party, when on the premises of the other, shall comply with the security and other personnel regulations of the party on whose premises such person is on.
12.2 Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party.
12.3 No modifications of this Agreement shall be valid or binding on either party unless acknowledged in writing and signed by the duly authorized officer of each party.
12.4 The parties acknowledge that each has read all the terms of this Agreement, is authorized to enter into it, agrees to be bound by its terms and conditions, and that it is the complete and exclusive statement of the agreement between the parties which supersedes all prior communications and agreements between the parties relating to the subject matter of this Agreement.
12.5 The parties shall use all reasonable efforts to amicably resolve any dispute or controversy arising directly out of this Agreement by referring such dispute or controversy to a senior management executive of each party. If the parties, after good faith efforts, fail to resolve the dispute or controversy, the matter shall be referred to mediation in accordance with the appropriate software service rules in Bangladesh.
12.6 In any mediation proceeding, the parties shall select one mediator who has technical software systems knowledge. In the event that the parties fail to agree upon a mediator, appropriate software service rules in Bangladesh shall be entitled to appoint a mediator with the required qualifications. Each party shall bear its own costs associated with such mediation. The mediation proceeding shall be kept confidential.
12.7 Pending resolution of any dispute or controversy, each of the parties shall continue to perform its obligations under this Agreement, and a failure to perform its obligations by either party pending the resolution process shall be deemed a separate breach of this Agreement.
12.8 Any dispute arising under this Agreement shall be governed by the laws of Bangladesh.
13.1 All intellectual property rights in the Service, including but not limited to copyrights, trademarks, and trade secrets, shall remain the exclusive property of AGAMiLabs.
13.2 The Client shall not modify, reverse engineer, decompile, or disassemble the Service or any part thereof.
14.1 Each party agrees to maintain the confidentiality of any confidential information disclosed by the other party in connection with this Agreement.
14.2 "Confidential Information" shall include, but not be limited to, the Service's source code, business plans, customer data, and financial information.
14.3 This confidentiality obligation shall survive the termination of this Agreement.
15.1 AGAMiLabs shall collect, process, and store Registrant Data solely for the purpose of providing the Service and facilitating event registration.
15.2 AGAMiLabs shall implement appropriate technical and organizational measures to ensure the security and confidentiality of Registrant Data, in compliance with applicable data protection and privacy laws of Bangladesh.
15.3 The Client shall be responsible for obtaining any necessary consents from Registrants for the collection, processing, and use of their personal data by AGAMiLabs.
15.4 "Registrant Data" means any personal data or information provided by Registrants during the registration process, including but not limited to names, email addresses, contact information, and payment details.
16.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by a force majeure event.
16.2 "Force Majeure Event" shall mean any event beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, wars, riots, strikes, government actions, or communication failures.
17.1 The Client shall indemnify and hold AGAMiLabs harmless from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Client's use of the Service, breach of this Agreement, or violation of any applicable law.
18.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from the Agreement and the remaining provisions shall remain in full force and effect.
19.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.