1.    DEFINITIONS

1.1 Client means the client of Stratigence, trading as Super Digital Service. 

1.2 Confidential Information means: 

(i) Information disclosed or made available by one Party or the Client to the other in relation to this

Agreement (including know-how, data, processes, inventions, developments, formulations, applications, other trade secrets, methodologies, reports, documents, computer programs, business activities, marketing and sales activities, plans or financial information) which is marked or stated to be confidential or which by its nature is reasonably intended to be confidential, whether before or after the date of this Agreement and including the terms of this Agreement; and

(ii) All items which come into existence through modifications or developments to such information, including such items arising directly or indirectly from the receiving parties use of the information;

(iii) information which is or becomes general public knowledge through no fault of the receiving party and information will not be deemed to be available to the public merely because it is expressed in more general terms or included in more general information which is publicly available;

(iv) Information that the disclosing party agrees in writing to release from the terms of this Agreement;

(v) Information which at the time of disclosure is already known to the receiving party without an obligation of confidence;

(vi) information which is obtained by the receiving party from a source other than the disclosing party or independently developed by the receiving party without breaching any obligation of confidence owed by any person to the disclosing party.

1.3 Force Majeure means any circumstance (other than the availability of finance) reasonably beyond the control of a party.

1.4 Intellectual Property means all tangible and intangible proprietary rights, copyright and interests of whatever form or nature. 

1.5 Price means the price for individual services agreed between the parties and recorded for each project.

1.6 Services mean the specific individual services agreed from time to time between the parties, as recorded in Statements of Work or proposals for each project.

2.    PROVISION OF SERVICES

2.1 From time to time Super Digital Service will supply, and the client agrees to pay for, the Services. All Services provided by Super Digital Service are governed by these Terms unless the subject of a separate agreement.

2.2 Super Digital Service warrants that the consultant resources supplied under these Terms and Conditions shall be qualified to perform the agreed services and all services performed shall be in accordance with the standards of professional skill and care reasonably expected for consultants in the BGD management consulting industry. 

2.3 Both parties will at all times comply with the Health and Safety at Work Act 2015 and any other applicable Bangladesh legislation.

2.4 Super Digital Service will comply with any Client policies and procedures reasonably notified to Super Digital Service.

3.    PAYMENT

3.1 The client will pay the Price on a monthly basis.

4.    LIABILITY 

4.1 Except as otherwise provided in these terms, under no circumstances will either party, its employees or agents, be liable to the other in connection with the Services for any direct or indirect loss of profits, loss of revenue, loss of data, loss of anticipated savings, or for any indirect or consequential loss whatsoever, arising by any means.

4.2 Except for any claims liability arising under clause 4.3, any claims in connection with the Services, other than in respect of a breach of confidentiality under clause 8 below, must be brought within 3 months of completion of the Services and the total aggregate liability of Super Digital Service and/or its employees and agents, to the client under or in connection with the Services (pursuant to any avenue of law whatsoever) shall be limited to $10,000. 

4.3 Super Digital Service warrants that the Services and any material used in connection with the Services will not breach the Intellectual Property rights of a third party. In this respect, Super Digital Service agrees to indemnify the client, provided that the client:

(i)   Provides written notice of the claim to Super Digital Service immediately such claim becomes known;

(ii) Super Digital Service is given sole control of any defense and settlement of the claim;

(iii)  Provides all reasonable assistance in defending the claim to Super Digital Service, at that party’s cost; and

(iv)  Takes all reasonable steps to mitigate their loss in respect of such claim.

4.4 Super Digital Service shall not be liable (and shall not be in breach of this Work Request) in respect of any failure to comply with any of its obligations pursuant to this Work Request to the extent such failure is caused by your action or omission in breach of these Terms and Conditions. 

5. DEFAULT        

5.1 If either party is in default of its obligations under these Terms, the non-defaulting party may give written notice of default. If the default is not remedied within 10 working days from the notice, the non-defaulting party may by further notice terminate the Services immediately.

6. TERMINATION

6.1 Individual Services will terminate immediately on the earliest of:

(i) Mutual agreement,

(ii) Completion of the Services,

(iii) Completion of the specified hours.

6.2 This Agreement may be terminated by either Party by notice in writing in the event that the other Party has committed a material breach of this Agreement which is incapable of remedy or has not been remedied within 30 days of notice in writing.

6.3 If either Party is unable to pay its debts if and when they are due, gives notice of cessation of business, commits an act of bankruptcy, goes into liquidation, or has a receiver or manager appointed by any charge holder, the other party may terminate any outstanding individual Services immediately.

6.4 The client may terminate this Agreement on 30 days written notice to Super Digital Service.

6.5 Termination does not affect any rights or obligations of the parties that have arisen prior to termination. Super Digital Service is entitled to payment for completed work up to the point of termination.

6.6 Each party agrees that it will not employ or attempt to employ any of the other employees or contractors during the term of any individual services or within six months thereafter. If either party breaches this clause, the other party has the right, without limiting any other rights in law, for compensation of an amount equivalent to one year’s total salary and bonus of the employee concerned (or contracting fees paid for one-month X 12) and immediately terminate any outstanding individual services and these Terms.

 

7. INTELLECTUAL PROPERTY

7.1 Any Intellectual Property owned by the Client during the provision of the Service then this will remain the property of the client.  If Super Digital Service should work on any Intellectual Property owned by the client during the provision of the Services, then this will remain the property of the client.

8. CONFIDENTIALITY

8.1 Each party agrees that:

(i) It will keep secure and confidential all Confidential Information of the Client that it may acquire and it will not, unless authorized to do so in writing by the other, duplicate such information other than for the purposes of this Agreement or any Statement of Work, nor use such information other than for the purposes of this Agreement or any Statement of Work, nor disclose any such information to any third party;

(ii) It will protect the Confidential Information in the same manner as it protects the confidentiality of its own proprietary and confidential information of like kind, but with no less than commercially reasonable care;

(iii) It will not make, use or cause or permit use to be made of the Confidential Information other than for purposes in connection with fulfilling its obligations under this Agreement and any Statement of Work;

(iv) It will not copy, reproduce or store in any data storage or retrieval system any Confidential Information which the parties have expressly agreed must not be so copied, reproduced or stored;

(v) It will return to the other upon request all records and material containing any Confidential Information of the other, whether written, magnetically stored or otherwise, and to destroy any remaining copies held by them in any location and in any format, whether written, magnetically stored or otherwise, provided that Super Digital Service shall be entitled to retain one copy of all such records or materials for a period of 10 years after termination or expiry of this Agreement and any Statement of Work subject to any ongoing obligations of confidentiality; and

(vi) Where either party is compelled by law to disclose Confidential Information, it shall provide the other with prior notice of such compulsory disclosure (to the extent legally permitted) and offer reasonable assistance to the Client to resist or contest the disclosure.

9. MISCELLANEOUS 

9.1 The obligations of the parties under these Terms are suspended for the duration of any Force Majeure event (other than the circumstances in clause 6.2) where the circumstance precludes performance of a party’s obligations. A party affected by Force Majeure must use its best endeavors to resume performance of its obligations as soon as possible. If that party cannot do so within 40 working days, either party may terminate the Services immediately.

9.2 No variation of these Terms is binding on the parties unless in writing and signed by both of them. No waiver by either party of any of their rights under these Terms will amount to, or be deemed, a waiver of any subsequent right.

9.3 These Terms cancel and supersede all other representations, understandings, agreements or negotiations between the parties, and comprise the entire agreement between them about the Services.

9.4 The relationship between Super Digital Service and the client is that of an independent consultancy. It is not a relationship of agency, joint venture or partnership.

9.5 Neither party has the authority to bind the other to any transaction.

9.6 These terms are governed by Bangladesh law.

9.7 The parties will review these Terms on request by either party.