1. Agreement

Welcome to sManager.xyz and/or sManager mobile application (“sManager Platform”, or “Platform”) owned and operated by Sheba Platform Limited (“SPL”, “we”, “our”, or “us”). These Terms of Use (“Terms”) describe the terms and conditions applicable to the entity or person (“you”, “your”, or “Merchant”) who have registered on the sManager Platform and/or third-party customers of Merchant(s) (“Customer”) who access or use the facilities of sManager Platform. 

This is a legally binding agreement between you and SPL. Please read these Terms carefully before you start using this Platform. Please note that the terms and conditions herein apply for download, installation, subscription, update, or use of the sManager Platform. By clicking “Agree/Accept”, the Merchant/You agree to be bound by these terms and conditions herein. Non-acceptance to the Terms shall disallow the Merchant to use the Platform. If you fail to comply with the terms and conditions set forth herein, please immediately delete or uninstall the mobile application from your cell phone, tab, or any other device.

SPL may modify these Terms for any reason-at any time-by posting a new version on the Platform; these changes do not affect rights and obligations that arose prior to such changes. Your continued use of our Services following the posting of modified will be subject to the Terms in effect at the time of your use. Please Review these Terms periodically for changes.

2. Privacy Policy

The agreement to use these terms was last updated on January 15, 2020. This Privacy Policy Agreement was entered into effect on January 16, 2020.

SPL values the privacy of all your information. All information collected will be held by SPL and used in accordance with our Privacy Policy available – https://www.sheba.xyz/privacy & https://www.smanager.xyz/web/api/terms-and-condition  In this Privacy Policy, the information we collect about you when you visit our Platform and use the services available therein will be kept private and only be used for the betterment of the product and services. If you have any questions or comments about the Privacy Policy, please contact us at info@sheba.xyz. 

3. Our services

sManager is a mobile application as a service (‘AaaS’) that offers variety of services on the Platform for micro, small and medium enterprises (“MSME”) including Enterprise Resource Planning (ERP), Customer Relationship Management (CRM), project management, Human Resource Management (HRM), accounting, sales, customer support, Point-of-Sales solution, online store, digital finance solutions, top-up facility, inventory management, cash flow, credit management and such other facilities that helps Merchants with management and growth of their business (“Services”).

This Platform has a variety of tools to allow users to incorporate all the information about their business. By incorporating information into these tools, you can keep various accounts of your business. The inclusion of information or the information provided by the Merchant is entirely its own responsibility.’ 

In addition, the Platform allows merchants on payment of subscription fee set-up its own online store displaying goods/products via online web link and sell their products online (“Online Store”). Furthermore, Merchants can also sell in physical locations and accept payment for goods via credit/debit card using SMS link provided by registered Payment System Operator (PSO) (“Digital Payment solutions”). 

You may use one or more of the modules offered under these Services. The terms of this Agreement will apply to any of the modules you may choose to use.

4. Registration and Licensing

4.1 This Platform is designed in a way to assist the micro, small and medium enterprises of Bangladesh. Only verified and registered Merchants may download, install, subscribe, update, or use the Platform upon registration by becoming a registered member and creating an account with us. You agree to be responsible for maintaining the confidentiality of your passwords or other account identifiers which you choose and all activities that occur under your account. To create an account and access the Website/App, the Merchant represents that s/he is over the age of 18 and not barred from using the Platform under applicable law.

4.2 In registering an account with us, you represent and warrant that: (a) you possess the legal authority to create a legally binding obligation between yourself and us (or any Merchant/Third Party Provider); (b) if you are an individual and are creating an account for a corporate/business entity, that you are an agent for and act on behalf of the corporate/business entity and that you have the legal authority to create a legally binding obligation between the said corporate/business entity and us (or any Merchant/Third Party Provider); and (c) all information provided by you in connection with such registration is complete, true and accurate.

4.3 In registering an account with us, you represent and warrant that you have to secure and maintain licenses, permits, authorization etc. required for operation of its business in Bangladesh including valid Trade License, TIN, BIN, unique business identification number (UBID) or personal retail account (PRA) number from the appropriate authority. Failure to secure and maintain licenses, permits, authorization etc shall mean immediate termination of the Services. 

4.4 If, for any reason, SPL believes that you have not complied with these terms and conditions, SPL may, at its sole discretion, cancel your access to the Platform.

4.5 Merchant would abide by relevant provision of the Consumer Protection Rights Act 2009, Digital Commerce Management Guidelines 2021, the Information and Communication Technology Act, 2006, the Digital Security Act 2018, or any applicable rules for operation of the business of the Merchant. 

5. Terms of services

5.1 Subject always to your continuing compliance with the terms and conditions herein, SPL grants the Merchants limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Platform to access the Services and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by SPL. 

5.2 Some application components used in our Platform(s) may be offered under an open source or other license/partnership as we may notify you of, in which case your use of those components is governed by such third-party terms, in addition to the terms provided herein, e.g., payment processing by third-party Payment System Operator licensed by Bangladesh Bank. 

5.3 The Platform provides various features and tools the access and/or use of the same is subject to the terms of this Agreement. Without limiting the generality of the foregoing, such features may include an online store where the Merchant may display and sell Products to third party customers, and provide additional services such as taking orders, accepting payment online and delivery services which will be governed by the Online Store Terms referred in the Schedule. 

5.4 Each Merchants acknowledge that:

5.4.1 In relation to any marketplace services, you shall company with all terms set forth in Schedule 1 (Online Store Terms) in their entirety;

5.4.2 Where any products and goods (“Products”) are provided by the Merchants and/or third party service provider(s) and/or vendor(s) (“Third Party Providers“), SPL are not responsible for the same, and our obligation in connection with any such Product is to only: (i) facilitate the making available of such Product on the Online Store; and (ii) on a commercially-reasonable basis, communicate to Merchants and/or Third Party Providers reasonable concerns that Customer have notified us of in relation to such Product. We have no control over and are not responsible for the Merchant’s and/or the Third-Party Service Provider’s performance or non-performance of any obligation in connection with any Product or arising in any other way; 

5.4.3 To the extent that a transaction on the marketplace is entered into between Merchant and Customer or Third Party Provider (“Transaction“):

5.5 all Transactions are entered into between the Merchant and Customer or Third-Party Provider. The Merchant or Third Party Provider is and remains the seller and/or supplier of each Product, and SPL are not party to the Transaction or any agreements that may be entered into between Merchant and Customer or Third Party Provider, even if terms may be prescribed by us in respect of such Transactions;

5.6 SPL neither endorses nor assumes any responsibility or liability arising in connection with any Transaction (or any Product in respect of which a Transaction is carried out). Save as expressly provided under these Terms, SPL shall not have any obligation in connection with any Transaction;

5.7 SPL: (i) shall not be responsible for procuring; (ii) do not warrant; and (iii) do not undertake, that Merchant shall comply or have complied (whether in whole or in part) with the terms and conditions governing any Transaction;

5.8 SPL shall not be responsible for any content provided or generated by Merchant on or through the marketplace, though it may notify the Merchant to change the content if it violate this Terms or any third party copyright;

5.9 Each dispute, chargeback, cancellation, refund, and/or return in connection with any Product and/or the online store shall be the sole responsibility of the Merchant and be subject to such additional policies and guidelines as may be prescribed by us from in connection with the same from time to time;

5.10 All information/details related to business Transactions must be preserved for at least 6 years for ensuring transparency and upon request must be provided to the responsible institution or organization or agency of the government.

5.11 You agree that any payment made on or through any Platform (including any and all payments in connection with any Product and/or the online Store or offline sell through payment SMS link) shall be made using any of the payment methods prescribed by us from time to time, and all charges and/or fees are to be paid in accordance with specific instructions as may be prescribed on any Platform. 

5.12 You agree that you shall abide by any relevant terms and conditions or other agreement that governs your access and/or use of any payment methods made available via any Platform, which are provided by third party providers as principals in their own right (“Payment gateway”).

5.13 You acknowledge that the payment gateways are managed and maintained by licensed PSOs, and SPL does not hold or retain any sum related to payment transactions on or through the Platform. The display of credit balance on the Platform is a reflection of the sum due from the payment gateway provider. In order to withdraw funds, the Merchant provides instructions of withdrawal which are forwarded to the relevant payment gateway provider who shall disburse the sum to the bank account of the respective Merchant. 

5.14 You acknowledge and agree that we may from time to time, add, remove, modify or discontinue, temporarily or permanently, any payment processing method in its sole and absolute discretion.

5.15 sManager reserves the right to change any packages or any commission rates or any transaction rates according to market changes or as per company policy.

6. Prohibited Uses

6.1 You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of Service, violate any laws of Bangladesh (including but not limited to copyright laws).

6.2 You must not use Platform to operate on multi-level marketing or network activities, and cannot organize any lottery or raffle draw using the Platform, which is an illegal act according to Penal Code 1860 of Bangladesh..

6.3 You must use Platform to sell drugs or drug-related products, poison or poisonous products, or any prohibited or illegal products or services. Similarly, the platform cannot be used to operate gambling or online betting or online gambling organizing, or participation activities. 

6.4 You must not transmit any worms or viruses or any code of a destructive nature nor share the credentials for using the Platform to any unauthorized person. 

6.5 A breach or violation of any of the terms will result in an immediate termination of your Services. 

6.6 If SPL determines that the Merchant has provided inaccurate information or enabled fraudulent feedback, we reserve the right to immediately suspend the Merchant’s account on the Platform and make such declaration on the website necessary for the protection of SPL’s business and in the interest of the Customers. 

7. Relationship with SPL

7.1 SPL is not a party to the dealings between Merchant and Customer, including display/showcase on the Online Store, selling goods and products, making payment using Digital solutions and accordingly not liable for any loss, harm, act, omission or negligence or non-performance or delay in the performance of obligation or violation of any loss. SPL does not introduce the Customer to the Merchants nor help Merchants find engagements. SPL merely makes the Platform and its services available to enable Merchants to display and sell products through Online Store and/or utilize the Digital Payment solutions and the Client to identify and determine the suitability of the products sold by the Merchants. SPL does not, in any way, supervise, direct or control the Merchant nor set Merchants work hour, schedule or location or determine price of the products. 

7.2 SPL does not deduct any amount for withholding on income, Value added tax (VAT) or other taxes for Merchant or Customer, each of which is solely responsible for all tax and VAT returns and payments required to be filed according to applicable laws of Bangladesh.

8. Liability

8.1 Download, install, and use of the mobile app in whatever condition it is at present; And we do not offer any opinions, suggestions or warranties of any kind regarding the satisfactory quality of the mobile app to encourage the user to use the mobile app. If you experience any problem with your mobile phone or your device is damaged due to the use of this mobile application, the experts involved in creating this application, Sheba Platform Ltd or its officers, employees will not be responsible.

8.2 All the information needed to improve the business of mobile applications is collected through research.

8.3 The responsibility of incorporating your business account into various tools in this mobile application is solely for you and any mistake you make, and the results you receive are solely due to your mistake, the experts involved in creating this application, Sheba Platform Ltd or its officers, employees will not be responsible.

9. Data Protection and Use

9.1 This mobile app may also collect some of your personal information to use this mobile application and subsequently ensure that you use it seamlessly.

9.2 Contact information access to create your profile and provide loan benefits.

9.3 GEO location information access to place a service order based on your location.

9.4 Camera and gallery access permissions for uploading product images to the inventory management tool. Besides, we are taking this permission to upload the picture when applying for a profile or loan.

9.5 Your customer contact information access to generate reports based on your customer’s transactions.

9.6 You consent to us accessing and/or using certain functionalities on your Device (and the data stored therein and on any cloud based or remote storage accounts) for the purposes of providing you with any Services and the other purposes set forth in this document.

9.7 This information may also be used for research purposes, maintaining your privacy at the national, international level.

10. Intellectual Property Rights

All information and data on the Platform all its contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio and the design, selection and arrangement thereof are owned by are protected by copyright and owned by SPL, its licensors and other providers of such materials. The Merchant must not: a) modify copies of any materials from the Platform; b) use any illustration, photographs, video or audio sequences or any graphics separately from the accompanying text; c) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform; and d) reverse-engineer or otherwise attempt to steal the software/application code of the Platform. Any use of the Platform not expressly permitted by the Terms is a breach of this agreement and may violate copyright, trademark, and other laws.

11. Indemnification

11.1 The Merchant agrees to release, defend, indemnify, and hold the Platform or any person associated with the Platform including its respective affiliates, service providers, owners, partners, directors, officers, agents and employees (collectively as “Indemnified Parties”) free and harmless from and against any claims, liens, demands, causes of action and all losses to the extent arising from or in connection with any or all of: (a) any act, omission or negligence, non-performance and/or delay in the performance of obligations as a Merchant while using the Online Store and Digital Payment solutions; (b) breach or violation of any of these T&C; (c) any intellectual property rights infringement including but not limited to copyrights, trademarks or any other rights, losses, damages, expenses, fines, fees or liability  brought or instituted by a third party against the Platform which is caused or contributed to, by the Merchant through the Merchant’s usage of the Platform or the Merchant’s negligence or wilful misconduct; (d) any violation or alleged violation of any law; (e) violation of the rights of any third party, including patients and third party partners. 

11.2 The Platform or any person associated with the Platform, is not liable for any personal injury, including death, attributable to or caused by the Merchant’s use or misuse of the Platform, to the fullest extent permissible by law.

12. Limitation of Liability

12.1 IN NO EVENT SHALL SPL OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES INCLUDING LOSS OF PROFITS, INCURRED BY THE OTHER PARTY, ANY END-USER OF THE SERVICES OR ANY OTHER THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHERWISE, IN CONNECTION WITH OR UNDER THIS TERMS AND CONDITIONS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 SPL SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i)THE MERCHANT’S USE OF OR RELIANCE ON THE SERVICES OR THE MERCHANT’S INABILITY TO ACCESS OR USE THE SERVICES, OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN THE MERCHANT AND ANY THIRD PARTY. IN NO EVENT SHALL SPL’S TOTAL LIABILITY TO THE MERCHANT IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSE OF ACTION EXCEED ONE THOUSAND BANGLADESHI TAKA.

13. Disclaimer

USE OF THE PLATFORM IS AT THE MERCHANT AND CUSTOMER’S OWN RISK. THE WEBSITE/APP IS PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) SPL DISCLAIMS ALL LIABILITY WHATSOEVER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING) NEGLIGENCE OR OTHERWISE IN RELATION TO THE WEBSITE/APP, AND (B) ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS RELATING TO THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY WARRANTY, TERM OR CONDITION AS TO ACCURACY, COMPLETENESS, SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR PURPOSE OR ANY SPECIAL PURPOSE, AVAILABILITY, NON-INFRINGEMENT, INFORMATION ACCURACY, INTEROPERABILITY, TITLE ARE, AS BETWEEN DOCTRINE AND THE DOCTOR, HEREBY EXCLUDED, IN PARTICULAR, BUT WITHOUT PREJUDICE TO THE FOREGOING, SPL ACCEPTS NO RESPONSIBILITY FOR ANY TECHNICAL FAILURE OF THE INTERNET, SECURITY BREACHES BY THIRD PARTY, MERCHANT AND/OR THE PLATFORM; OR ANY DAMAGE OR INJURY TO USERS OR THEIR EQUIPMENT AS A RESULT OF OR RELATING TO THEIR USE OF THE PLATFORM.

14. Severability

If any part of this Terms is construed to be illegal, invalid, frustrated, or unenforceable, for any reason, then, insofar as is practical and feasible, the remaining portions of the Terms shall be deemed to be in full force and effect as is such invalid portions were not contained here. 

15. Assignment

The Merchant may not assign any part of its obligation under this Terms to any third party without written consent of SPL. Any attempt to assign, subcontract, or delegate is void in each instance.

16. Termination

SPL may end this legal agreement at anytime without siting any reason or suspend the Merchant’s account or cease to provide with all or part of the Services at any time for reasons including but not limited to, if (i) there is a violation of these Terms; (ii) the use of the Platform by the Merchant creates risk or possible legal exposure for SPL; (iii) there is prolonged inactivity on the account, or (iv) SPL’s provision of the Services is no longer commercially viable. Following suspension/termination of the account, SPL will make reasonable efforts to notify the Merchant by the email address associated with the account or the next time the Merchant attempts to access her/her account, depending on the circumstances. After termination SPL and Merchant shall give each other a reasonable period of time to complete the total process of concluding all the services including but not limited to technical support, customer service, any commercial provided by each individual Party for delivery of products and settlement of payment. 

17. Review on Google Playstore

You may also provide feedback on any changes, enhancements or additions to this mobile application in the Review Section of the App Store (Google Play Store). Your valuable feedback will be seriously reviewed by the application team and the next update of this mobile app will be sent to your mobile via the App Store, as soon as possible with appropriate changes, modifications, and additions. However, SPL or sManager or any party associated with this application is not obliged to follow your opinion or in-app suggestions for modification, and you are not obliged to give your deadline for the application to reflect your desired changes. Modifying the application in your opinion or suggestion is solely your own decision on Sheba Platform Limited or sManager or the parties involved in the creation of this application.

18. Communication

You may inquire about any changes, enhancements, additions or additions to this Platform by dialing the number provided in the mobile application. The App Team will seriously review your valuable feedback and send the next update of this mobile app to your mobile via the App Store, making the appropriate changes, enhancements, and additions possible. Provided, however, that SPL or any party associated with sManager Application or Application is not obliged to follow your suggestion or in-app suggestion for change, and you are not obliged to make any changes to the application to reflect your desired changes. The modification of the application or sManager application or the parties involved in creating this application is solely your own decision in your opinion or suggestion.

19. Governing Law and Dispute Resolution

19.1 The Terms shall be governed by and construed in accordance with the laws of Bangladesh. The courts of Bangladesh shall have exclusive jurisdiction in relation to all disputes or matters arising hereunder, and the parties irrevocably submit themselves to the exclusive jurisdiction of the courts in Bangladesh, for the resolution of any disputes arising under or in connection with this Term.

19.2 In case of any dispute, the Platform encourages amicable settlement of any conflict/s, claims that might arise from the Merchant, SPL or end users including customers. Any such conflict shall be resolved with the assistance or involvement of SPL. For addressing any grievances, or any other issues, transaction disputes the Merchant/ third party service recipient is encouraged to report the same to Customer Support here [ https://www.smanager.xyz/contactus/ ] (“Dispute Notice”). In service of the Dispute Notice, SPL and the Merchant will attempt in good faith to resolve the dispute. If the dispute cannot be resolved by consultation within 28 (twenty-eight) days from the date of commencement of such dispute, then SPL and the Merchant will jointly engage a mediator, for settlement of the dispute through mediation. The procedure for the mediation shall be in accordance with section 89A of the Code of Civil Procedure, 1908 and Mediation Rules 2021.

20. sManager Digital Commerce Rules & Regulation

20.1 In addition to the Terms, the terms and conditions in this Schedule (“Online Store Terms“) apply in respect of your access and/or use of the online store and the supply or provision of any Product via the store, and Customers receipt of the same. 

20.2 The Online Store feature allows you, on payment of subscription, set-up an online store with a world wide web link at the name of your Store (“Merchant Website”), display and catalogue products and services on the Merchant Website, and market them for Customers, accept payment online via payment gateway. 

20.3 The Merchant may catalogue products and services on the Merchant Website, and doing so, shall provide appropriate details of the products or services offered including Product prices, Product specifications, measurement of goods, materials, colors, shapes, quality, among others timelines for delivery of the Products, designated place of delivery, etc. Further, information such as pictures, videos, colors, shapes, measurements, weights, materials, etc., of goods and in case of services, service types, service methods, measurement symposia (if any) should be provided. In case of products, details of the quantity of ingredients and ingredients of the product, chemical composition (if possible) etc. should also be provided.

20.4 Usage of products should be clearly specified whether the product contains anything that affects or risks the health of humans and animals or harmful to the environment or whether there are health risks known to children. Merchants cannot sell or supply expired goods or substances, or fake or adulterated products. 

20.5 The Merchant must complete the delivery within 48 hours of accepting the payment for the Product, provide a detailed invoice/bill receipt to the Delivery Service Provider, and the warranty/ or guarantee, if available, must accompany the delivered product. Any perishable material has to be delivered by the shortest amount of time possible.

20.6 The Merchant must maintain detail of the delivery record; price of product paid, delivery cost etc, for record and forwarding to PSOs, if required. 

20.7 The delivered Product must comply with the specification in the Order, multiple products must be tagged together and no additional delivery charge should apply for individual items. 

20.8 The Merchant must not sell Products by taking advance payment unless they are delivered according to the Terms provided herein, and in compliance with the Digital Commerce Management Guidelines 2021. 

20.9 The Merchant should provide Phone numbers, emails, or means of non-mailing must be clearly mentioned on a mobile app or platform to receive the complaints regarding non-delivery.

20.10 Any kind of offer, discount, free delivery or any other facility should be clearly mentioned in the product description.

20.11 Merchant shall ensure that within a maximum of 10 (ten) days of receipt of the product price sold at the Merchant Website, shall pay the full price to the concerned supplier of the Product. 

20.12 Each dispute, chargeback, cancellation, refund, and/or return in connection with any Product and/or the online store shall be the sole responsibility of the Merchant, and the same must be informed to the Customer.

20.13 The Merchant shall not claim extra money than the value of goods or services that are announced/displayed in the Online Store.

20.14 Any kind of announced discounted sale activity must be implemented immediately.   Cashback offer must be executed/implemented within the next 72 hours of payment of the price.

• Placing Order by Customer 

20.15 The Customer acknowledge that when they place an order for any Product offered by a Merchant through the Merchant Website (“Order”), the Order constitutes an agreement to deliver the Product via itself or delivery service provider to the specified delivery address (as applicable) on the terms set out herein and as specified by the Merchant. 

20.16 The Order may in the sole and absolute discretion of the relevant Merchant and (as the case may be) Delivery Service Provider be accepted or rejected by each of them respectively. A contract for the purchase and delivery of any products or services comprised in your Order (“Merchant Contract“) will only arise where the Order is communicated to the Customer as having been accepted by each of the Merchant and (as the case may be) Delivery Service Provider via the Merchant Website and an Order confirmation is issued to the Customer. The Customer shall not be entitled to cancel the Order upon confirmation.

20.17 The Customer acknowledge and agree that (i) some Orders may not be available for delivery and may only have the option for self-collection, and vice versa; (b) some Orders must meet a minimum order value before the Order can be placed and delivered to the Customer; and (iii) the Customer may specify special instructions for an Order. 

20.18 Prices: (a) All prices reflected on the Merchant Website are determined solely by the Merchants. The Customers acknowledge that prices and any promotional offers of Products may vary from those offered by the Merchants via other sales channels; (b) Prices of Products may, for reasons such as technical issues, errors or outdated product information supplied by the Merchants, be incorrectly reflected and in such an event the Merchants may cancel your Order(s). Where applicable, Orders will include delivery fees and any applicable tax (e.g. goods and services tax, value-added tax, etc.).

20.19 Payment: Payments on the Merchant Website or through Digital Finance solutions i.e. the Payment SMS link are effectuated by PSOs. If the Customer fail to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to the Merchant, the Merchant shall be entitled to cancel the Order and/or Merchant Contract or suspend delivery until payment is made in full. 

20.20 Payment for Transactions: The Customer agree to abide by any relevant terms and conditions or other agreement that governs access and/or use of any payment methods made available via any Platform/ Merchant Website, which are provided by third party providers as principals in their own right (“Payment gateway”). Without limiting the generality of the foregoing, the Customer acknowledge and agree that (a) by providing the credit card, debit card or other payment method details, the Customer authorise the Payment gateway to charge your credit card, debit card or other payment method account, upon your confirmation of your purchase, the amount of your purchase, including all fees and taxes thereon; (b) in respect of any of the payment obligations to Merchants, the Customer shall not make any direct payment to SPL in connection therewith. SPL will not be involved in the processing of such payments, or the acceptance of any funds from the Customer and SPL will only be storing part of your card details. All such payments made in connection with this Agreement are made to the Merchants, and SPL are in no way accepting or processing any payment transaction for the Merchants; and (c) to the maximum extent permitted by law: (i) the Customers access to and/or use of any such payment methods provided on any Platform/ Merchant Website shall be entirely at their own risk and no warranty of any kind, implied, express or statutory, is given in conjunction with such payment methods; and (ii) SPL shall not be liable for any dispute or relating to such payment methods.

20.21 Delivery or self-collection: (a) Depending on the Product, such orders may be delivered to Customer by independent third-party service providers (each a “Delivery Service Provider“) and/or by the Merchant himself, and/or be available for self-collection by you from the Merchant; (b) the Customer shall be responsible for ensuring that the details entered in respect of the Order on the Merchant Website are accurate and complete. SPL, the Merchants and/or Delivery Service Providers shall not be liable:(i) in the event of any late delivery or non-delivery of any Product by reason of erroneous or incomplete delivery details entered by the Customer on the Merchant Website; or (ii) in the event of late collection or non-collection by the Customer of any Product by reason of erroneous collection details entered by customer on any Platform.

20.22 Refund: In case of non-conformity of the Products description and/or non-delivery of the Products (except for fault of the Customer to receive delivery on time), the Merchants shall refund the fund, if any, within 10 days of making the payment, through the same method of payment used by the Customer. SPL and the Payment gateways shall cooperate and coordinate with the Merchant for refund to the Customer for non-delivery. The Customer shall be informed about the refund by email, SMS, phone, or any other methods.

20.23 Customer Support: Should the Customer have any queries or complaints about any Product of the third party or the Merchants and/or Third-Party Providers, please contact the third party, Merchants and/or Third-Party Providers. For customer support in relation to the online store, please contact 16516. In some cases, photographic proof and/or additional information may be required to properly investigate the issue and review any request.

20.24 Force Majeure: Save as otherwise specifically provided in this Agreement, SPL or the Merchant shall not be liable for failures or delays in performing our obligations hereunder arising from any cause beyond our control, including acts of God, acts of civil or military authority, fires, strikes, lockouts or labour disputes, epidemics, pandemics, governmental restrictions, wars, riots, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems (“Force Majeure Event“) and in the event of any Force Majeure Event, the time for Merchant performance may be extended at their sole and absolute discretion for a period equal to the time lost by reason of the delay. The Customer must be informed regarding the non-delivery due to Force Majeure without 48 hours. 

Terms of Service

sManager reserves the right to terminate service or account for a merchant from sManager (SPL platforms) with notice, if these following events take place:

5.1 Violate any rules and guidelines as prescribed by the respective Nominated Authority such as Bangladesh Bank, Bangladesh Trade commission or any other Bank/Card Issuer or any other which may be nominated by the sManager from time to time. BSTI, Safe Food Act needs to be incorporated

5.2 Violation of sManager Digital Commerce rules and regulations stated and issued through sManager platform 

5.3 Merchant is not interested to continue service with sManager 

In Violation of rules and guidelines stated and issued by sManager or the governing body of Bangladesh, merchants, who are subscribed to or availing service, may result in – 

• • • Accounts blacklisted or suspended; or 
    • The Services are suspended; or
    • Transaction halted for investigation; or 
    • Monetary request halted for investigation; or
    • Confiscation of funds which will result in refund; or 
    • Reporting and alerting authority resulting in prosecution 
    • Prevention of rendering service of sManager to the merchants from providing the Services, which may be ordered by authority or invokes restrictions due to any change in law or  regulations,

21. Merchant’s Engagement Restriction

21.1 In any conduct which is false, misleading or deceptive concerning goods or services supplied by the Merchant, the sManager’s products or policies or in any other, dealings with the customer from other payment method;

21.2 Make any warranty or representation whatsoever in relation to goods or services, which is not supported by any evidence (Warranty Card) supplied by the Merchant which may bind sManager;

21.3 Establish minimum or maximum amounts as a condition for accepting a Card or any other payment method is prohibited

21.4 Impose a surcharge or fee for Card or other payment method without prior approval of the sManager;

21.5 Submit a transaction or sale that has been previously charged back;

21.6 Any tax required to be collected must be included in the total transaction amount and not collected in cash,

21.7 Process a Transaction on behalf of another person including another merchant or Allow another person to use the Merchant Facilities except under a bona fide agency arrangement.