FIRST: BACKGROUND.
Purpose: Utshahi.com (hereinafter “UTSHAHI”) is a non-profit organization established with the primary objective of creating a robust platform in Bangladesh. UTSHAHI’s mission is to unite talented individuals, entrepreneurs, and professionals, fostering a community that promotes business growth through communication, collaboration, marketing, sales support, and shared learning techniques.
Foundation: UTSHAHI was founded by a group of visionary individuals who identified the need for a platform where business owners and professionals could come together to address common challenges and seize opportunities in Bangladesh’s evolving business landscape.
Platform Features: UTSHAHI offers a dynamic space for FREELANCERS to connect, collaborate, share insights, and engage in meaningful conversations. It facilitates knowledge exchange, resource-sharing, and the dissemination of best practices among its diverse freelancer ship.
Impact: UTSHAHI’s positive influence extends beyond its FREELANCERS, contributing to the growth and transformation of businesses across Bangladesh. It empowers small enterprises, resolves logistical issues, and enhances digital marketing proficiency, thereby reshaping the e-commerce landscape in the nation.
Conclusion: Utshahi.com is more than just a platform; it is a catalyst for change, fostering resilience, adaptability, and the power of collective action within the entrepreneurial and professional community of Bangladesh.”
SECOND: OBJECT AND EXCLUSIVITY:
UTSHAHI.COM. (hereinafter ” UTSHAHI”) a non-profitable freelancer platform, with the aim to build a strong platform of talented people to support each other to operate their businesses through communication, drives, marketing and sales support from the platform across the geographical landscape of “Bangladesh” and laws of Bangladesh.
MEMBER or FREELANCERS of UTSHAHI, refers to the people who has applied to associate themselves with UTSHAHI and has got access to the platform using UTSHAHI portal.
UTSHAHI grants the FREELANCERS the exclusive right to use UTSHAHI.COM within the designated territory for the purpose of promoting and selling the published products and services on UTSHAHI.COM and Lines and Dots platform. This exclusivity means that during the contract’s duration, the FREELANCERS has the sole and exclusive right to use UTSHAHI.COM for these purposes within the designated territory. It is important to note that this exclusivity is non-transferable, non-delegable, and essentially revocable, meaning that the FREELANCERS cannot transfer or delegate this right to any other party.
THIRD: PRICE AND PAYMENT METHOD
“PRODUCT” and “SERVICES” – either these words written together or separately, if any product and or services are been rendered to any customer within the scope of UTSHAHI portfolio services or by promoting the sales using UTSHAHI portals and systems, or with the support of UTSHAHI community, UTSHAHI will get a commission.
UTSHAHI.COM will communicate the final amount to be paid by THE CUSTOMER for a specific purchase.
THE CUSTOMER agrees to the quotation provided by UTSHAHI.COM to initiate the contract.
THE CUSTOMER pays UTSHAHI.COM the corresponding amount in cash, in advance, and UTSHAHI.COM issues a receipt as payment evidence.
Ten days before the due date for the goods’ arrival, THE CUSTOMER must make the remaining balance payment according to the initial quotation.
If THE CUSTOMER fails to make the payments, the goods will not be delivered, and THE CUSTOMER will lose the rights to cancel or request a refund of the payments made.
FOURTH: THE OBLIGATIONS OF THE PARTIES.
4.1. Obligations of the FREELANCERS.
Without prejudice to the other obligations assumed in this contract, the FREELANCERS undertakes to:
The FREELANCERS is responsible for selling the products of UTSHAHI.COM to Users within the designated Territory.
The FREELANCERS must hire companies for logistics and other requirements related to UTSHAHI.COM’s work modality in the Territory.
In the event of early termination of the contract, the FREELANCERS must assign the agreements of sale of services to UTSHAHI.COM to UTSHAHI or as indicated by them.
The FREELANCERS is prohibited from marketing the sale of UTSHAHI.COM services outside the Territory or promoting/commercializing the services within the Territory outside the network.
The FREELANCERS must provide documentation proving compliance with the obligations mentioned in this clause upon request by UTSHAHI within 72 working hours.
The FREELANCERS is solely responsible for the expenses and costs associated with their activity and sales in compliance with the contract.
The FREELANCERS must appoint a commercial executive as the point of contact with UTSHAHI for all matters related to the contract.
The appointed executive must handle the account of EL PORTAL, the provision of UTSHAHI.COM services, and the attention of users, ensuring the maintenance of sales quality and volume in the Territory.
The appointed executive will receive training on THE PORTAL and UTSHAHI.COM from UTSHAHI at no cost to the FREELANCERS.
The FREELANCERS must use their professional experience in the Territory, act with due diligence, and maintain a conduct that aligns with the image and commercial prestige of UTSHAHI and UTSHAHI.COM.
In the event of any lawsuit, legal action, or claim against UTSHAHI, its Directors, or cooperators related to matters under the contract, the FREELANCERS must be informed to take relevant measures to keep UTSHAHI harmless and potentially seek a settlement
4.2. Obligations of UTSHAHI.
Without prejudice to the other obligations assumed in this contract, UTSHAHI undertakes to:
4.2.1. Provide the FREELANCERS with the technical information on the platform of UTSHAHI.COM that is necessary for the FREELANCERS to carry out the sale of products of the service of UTSHAHI.COM under the terms of this contract, reserving UTSHAHI the intellectual property rights over UTSHAHI.COM and the exclusive administration of UTSHAHI.COM, without prejudice to the powers granted to the FREELANCERS under this contract.
4.2.2. Not to authorize third parties to market the services of UTSHAHI.COM within the Territory, except in those cases in which, due to a breach by the FREELANCERS, this contract grants UTSHAHI this power.
4.2.3. Respond to the technical failures of UTSHAHI.COM, ensuring that it works regularly and uninterruptedly. UTSHAHI will not be responsible for connectivity failures or for reasons of force majeure, which may be due to access to the site in the Territory. In the event of the occurrence of any force majeure circumstance, UTSHAHI undertakes to communicate such circumstance to the FREELANCERS within 24 business hours.
4.2.4 Respond to the FREELANCERS within a maximum period of 72 business hours to those inquiries about the daily operations that the FREELANCERS formulates. This period may be extended for reasons of force majeure not related to the response capacity of UTSHAHI.
FIFTH: DEADLINE.
This contract shall remain in force from today for a period of two years. After this period, the contract will be automatically renewed for a period of one year, provided that the FREELANCERS has complied with the conditions stipulated in this contract.
Without prejudice to the foregoing, during the initial contractual period or during the period of the extension, this contract may be terminated by the FREELANCERS, without the need for an expression of cause, by granting at least 3 (three) months’ notice to the counterparty. The termination of the contract without cause that justifies it will not generate obligation for the FREELANCERS, to indemnify, compensate and / or make any payment to the other party, except the payment of those sums that had accrued at that date and that have not yet been paid.
The Parties declare to accept that the period of notice provided for in this clause is sufficient considering the characteristics of this contract, its duration and the nature of the rights and obligations of each party, so that the termination of the contract in the terms provided for in this clause may not be considered abusive or untimely under any circumstances, nor shall it entitle to compensation of any kind.
SIXTH: INTELLECTUAL PROPERTY RIGHTS.
6.1 UTSHAHI in its capacity as owner and owner of UTSHAHI.COM, grants by this contract to the FREELANCERS who accepts, the non-transferable, non-delegable and essentially revocable right to use UTSHAHI.COM exclusively within the Territory while this contract is in force, and for the sole and exclusive purpose of promoting and selling the published services of UTSHAHI.COM in the TERRITORY.
6.2 The FREELANCERS acknowledges that the rights inherent to intellectual property with respect to UTSHAHI.COM belong to UTSHAHI. Consequently, the FREELANCERS acknowledges and accepts that under no circumstances will it acquire or have any right over the aforementioned intellectual property rights, which are and will remain the property of UTSHAHI.
6.3 By virtue of the foregoing, the FREELANCERS undertakes not to claim or pretend that he has any right, title or interest in UTSHAHI.COM, in the trade names, designs and/or logos found on it or related to UTSHAHI.COM as well as not to take any action that may limit and/or prejudice the rights of UTSHAHI over UTSHAHI.COM.
6.4 The FREELANCERS undertakes to inform UTSHAHI within 72 hours of becoming aware of the fact, about any infringement it detects or of which it becomes aware in relation to the intellectual property rights over UTSHAHI.COM. In this case the FREELANCERS will refrain from taking any action in relation to UTSHAHI.COM, unless it receives express written instructions from UTSHAHI to do so. The FREELANCERS will provide all the collaboration that UTSHAHI requests to defend and protect the intellectual property rights of UTSHAHI on THE PORTAL and UTSHAHI.COM.
SEVENTH: CONFIDENTIALITY.
7.1 The FREELANCERS undertakes to keep in the strictest confidentiality all information it receives or becomes aware of under or as a result of this contract, regardless of the nature of such information (technical, commercial, strategic, intellectual property or otherwise, past, present or future) and whatever the means by which it is obtained. The FREELANCERS must keep this information secret and will not use it for the benefit of third parties or for its own benefit for purposes other than those expressly established in this contract, even after its termination.
7.2 The FREELANCERS undertakes to use all the information and data provided by UTSHAHI or of which it becomes aware by another means, only in the development of the activities contemplated in this contract, being obliged not to disclose them to third parties outside the commercial relationship, since such information and data are the exclusive property of UTSHAHI and are confidential.
7.3 This obligation of confidentiality shall extend to each and every person who is intended or used directly or indirectly by the FREELANCERS for the performance of this contract. THE FREELANCERS shall take all necessary actions to ensure that such persons (including dependent personnel, FREELANCERSs and representatives of the FREELANCERS) who have access to the information considered confidential, comply with the obligations set forth in this clause.
EIGHTH: INDEPENDENCE AND INDEMNITY.
8.1 The Parties declare to be totally independent contracting parties so that this contract will not be interpreted in any way as meaning that there is a relationship or corporate link between the Parties, joint-venture, agency and / or any type of representation.
8.2 The FREELANCERS shall carry out the activity under this contract in his name and on his own account, independently of UTSHAHI, without exercising any representation of it, assuming solely and exclusively the risk of his activities and the legal and contractual obligations and responsibilities inherent in them.
8.3 In particular, the FREELANCERS will be solely responsible for paying the taxes and expenses that correspond to the development of his activity, and in particular, but without this list being exhaustive, he will be responsible for the labor, salary and compensation items that he must pay to his employees, as well as the payment of taxes and contributions to the social security, the contracting of the insurance against accidents at work and occupational diseases and the payment of the premiums, penalties and recoveries corresponding to said insurance, as well as his own registration and that of his staff in all the organisms that may correspond.
8.4 By virtue of the foregoing, the FREELANCERS undertakes and agrees to defend, hold harmless and exempt from liability UTSHAHI, its successors or continuators, the controlling or controlled companies, subsidiaries, related or related, and / or their respective shareholders, directors, officers and employees, for any claim made by a dependent or personnel hired directly by the FREELANCERS or through third parties, in terms of salaries or other labor benefits, social charges, taxes or similar, as well as for claims made by third parties in general or national authorities for the breach of legal and / or regulatory requirements of the FREELANCERS, its staff or the suppliers with whom the FREELANCERS contracts. This obligation also extends to claims filed by third parties for violations of intellectual property rights or any other rights, which have been committed by the FREELANCERS.
8.5 In contracts concluded by the FREELANCERS with suppliers, employees, collaborators or the like, the FREELANCERS undertakes to include an indemnity clause with the content as determined in Annex 3.
NINETH: LIMITATION and LIABILITY OF UTSHAHI.
9.1 UTSHAHI will not be liable to the FREELANCERS or to the Users or to third parties in general, for failures or delays in the operation of UTSHAHI.COM, or any of the other sales channels, when this is due to situations of fortuitous event, force majeure, connectivity problems or causes not attributable to UTSHAHI.
9.2 UTSHAHI does not guarantee to brining sales of in any amount or specific products or services, and not liable for the individual member’s business loss or profitability.
9.3. UTSHAHI Does not guarantee that –
(i) That the service contained in UTSHAHI.COM and its operation will be uninterrupted, punctual, secure or error-free, without prejudice to its obligation to correct the technical failures that occur in the operation of system.
(ii) a minimum volume of monthly transactions.
(iii) risk of any transactions or transfer/delivery of any goods or services, agreed and managed outside UTSHAHI.COM, its designated logistics solutions provider, financial accounts, customers.
End of Contract