These Affiliate Terms and Conditions (the “Agreement”) shall constitute
Agreement between you (“You” or “Affiliate”) and Nagadhat
(hereinafter referred to as (the “Company”) for the registration and appointment
of the Affiliate to provide the Company with Promotion of the Channels. The
Affiliate and the Company shall collectively be referred to as the
individually as the “Party”.
The Affiliate must read, agree to, and accept all of the terms and provisions
contained in this Agreement, by clicking “I Accept” button, and the Parties
hereby agree, acknowledge and accept that clicking such button shall instantly
form a valid, effective and legally binding agreement for good consideration
between the Parties.
This Agreement constitutes the complete and exclusive statement of the agreement
of both the Parties with respect to the subject matter of this Agreement, and
supersedes all prior oral and written commitments, understandings, and
communications between the Parties regarding such matter. The Company may, at
its sole discretion, amend the Agreement, from time to time, by providing the
revised version(s) of the same to the Affiliate in writing, at the sole
discretion of the Company, without being required to give any prior notice to
the Affiliate. Any continued performance of its obligations under this
Agreement, by the Affiliate after the revised Agreement has come into effect
shall be deemed as the Affiliate’s consent to such revised Agreement.
WHEREAS, the Company is an e-commerce organization of Bangladesh which
purpose of this Agreement is engaged in the provision of advertising services
and Affiliate is willing and able to provide promotional services and content of
the Channels to Customers, for the Company, for the purpose of increasing the
user traffic on those Channels. The Company now engages the Affiliate, and the
Affiliate accepts such engagement, to perform the Promotion of the Channels in
the Territory on the terms and conditions specified herein.
1.1 Affiliate Products shall mean any Products show by the Company to the
Affiliate, to be refer/publish by the Affiliate on the Affiliate’s Accounts
solely for the purposes of conducting the Promotion of the Channels, in
accordance with the terms and conditions herein.
1.2 “Affiliate” or “You” shall have the meaning given to the term
Preamble above (i.e. the first Party named above, who shall be engaged for the
purpose of, and authorized by the Company to promote the Channels on the terms
and conditions of this Agreement).
1.3 “Affiliate’s Account” shall mean all advertising and/or
medias utilized by the Affiliate, including without limitation websites,
applications, social media accounts, emails, audiovisual media channels (whether
digital or traditional), newsletters, Affiliate networks' sub affiliates, their
owned and brokered medias, to publish the Advertising Materials for the
Promotional of the Channels, in accordance with the terms hereunder.
1.4 “Agreement” shall have the meaning given to the term in the Preamble
(i.e. these Affiliate Terms and Conditions).
1.5 “Channels” shall mean the online marketplace operating under the
name of ‘Nagadhat’, through collectively through the (1) mobile
the same name and (2) the web portals located at www.nagadhat.com.bd or
www.nagadhat.com owned and operated by the Company.
1.6 “Company” shall mean Nagadhat Bangladesh Limited, a company
under the Companies Act 1994, having its registered office at Khaja Tower,
Kallyanpur Bus Stand, Mirpur, Dhaka.
1.7 “Confidential Information” means the information that is prohibited
1.8 “Intellectual Property Rights” means all patent rights, copyright
mask work rights, moral rights, rights of publicity, trademark, trade dress and
service mark rights, goodwill, trade secret rights and other intellectual
property rights as may now exist or hereafter come into existence, and all
applications therefore and registrations, renewals and extensions thereof, under
the laws of any state, country, territory or other jurisdiction.
1.9 “Invoice” shall mean the invoice issued by the Company, on behalf of
the Affiliate which specifies the Commissions that accrued in favor of the
1.10 “Product” shall mean any product(s) listed for sale by third party
sellers on the Company’s Channels.
1.11 “Territory” shall mean any geographical region within the country.
1.12 “VAT” shall mean value-added taxes.
1.13 “NCA” shall mean New Customer Acquisitions.
1.14 “Power Pack” shall mean special promotion offer.
1.15 “Rank” shall means the position of the affiliate.
2.1 The Company appoints the Affiliate as its Channel promotion affiliate for
the Territory, wherein the Affiliate shall conduct Promotions for the Channels
for the Affiliate’s followers, subscribers, and/or any person visiting the
Affiliate’s website(s) and/or social media accounts (“Customers”), as well as
publish the Advertising Materials of the Affiliate’s Accounts to induce them to
visit and use the Channels (“Promotion”).
2.2 Affiliate shall refer new customer to visit or buy products from the
2.3 The Channels within the Territory will be covered non-exclusively by
Affiliate, and the Company is free to engage other affiliates to provide similar
services to the Promotion with the Territory.
3.1 In consideration for the Affiliate’s performance of its obligations and as
good and valuable consideration, the Company shall pay to the Affiliate; a
commission on the Net Sales in the Territory, at such rates as shall be
specified in writing and notified by the Company to the Affiliate, from time to
time (“Commission”). The Commission is inclusive of VAT, where applicable, and
shall be subject to levy and deduction of all applicable taxes (including
without limitation withholding taxes and VAT). The rate(s) applicable to the
Commission may be revised at any time at the sole discretion of the Company,
subject to prior written notice being provided to the Affiliate to such change.
3.2 The Parties hereby agree, acknowledge and confirm that Commission shall not
be payable against Net Sales of any Products (a) which were subsequently
returned and/or refunded in accordance with the Company’s Returns & Refunds
Policy; (b) against which there was a Chargeback; (c) which were part of a
transaction against which any form of fraudulent activity has been suspected or
found by the Company, (d) where the order transaction was cancelled by the
Customer after placing it; (e) where the Customer purchased the Product with the
intention of reselling it; and (f) where the order was linked to the Affiliate’s
conduct of any of the prohibited actions specified in Clause 7.6.1-7.6.15
hereunder (hereinafter collectively referred to as “Commission Exemptions”) .
3.3 Commission payments together with the Invoice shall be issued and published
by the company in favor of the Affiliate. Commission will be auto added to the
affiliate declared account. Commission payments against an Invoice shall be
payable by the Company to the Affiliate after their withdrawal request.
Commission payments shall be made in Bangladeshi Taka (BDT).
3.3.1 The Parties hereby agree, acknowledge and confirm that once an Invoice has
been issued, the Affiliate cannot request any changes to the contents or form of
such Invoice, for any reason whatsoever. If the Affiliate wishes to contest the
contents of the Invoice, they may only do so to challenge any perceived
3.3.2 The Company reserves the right to withhold any Commission payments under
an Invoice, where the aggregate Commission due and payable under such Invoice is
less than BDT 500 (Taka Five Hundred) only. In such event, the Company shall
carry over the accrued Commission onto the Invoice for the following working
day, and pay the same out only once the total Commission due on a subsequent
Invoice crosses BDT 500 (Taka Five Hundred).
3.4 The Company shall specify any deductions made against the Commissions in the
3.5 The Company shall also provide the Affiliate with access to a dashboard on
the Channel, which shall allow the Affiliate to view historical data.
4. PROMOTION AND ORDER TRACKING
4.1 In performance of its obligations under the Agreement, the Affiliate shall
not quote any prices, terms, conditions, deals, offers, competitions, campaigns,
nor lotteries for any of the Products on the Channels, other than those
expressly specified in writing by the Company. Any prices, terms, conditions,
deals, offers, competitions, campaigns, and lotteries for the Products are to be
established solely by the Company, with immediate effect.
4.2 The Company shall be the custodian of record with respect to all Net Sales
of Products, Commissions, and Commission Exemptions. The Parties further hereby
agree, acknowledge, and confirm:
5. RELATIONSHIP OF COMPANY AND AFFILIATE
5.1 Nothing in this Agreement shall be construed to constitute Affiliate as the
partner, joint venture, employee, or agent of the Company nor shall either Party
have any authority to bind the other in any respect, it being intended that each
shall remain an independent contractor responsible only for its own actions.
5.2 The Company and Affiliate agree that during the Term of the Agreement, and
any renewal thereof and for a 01 (one) year period following
termination/expiration of the Agreement, neither Party shall hire or engage or
attempt to hire or engage an employee of the other or an independent
representative under contract with the other Party, without first obtaining
prior written approval from the other Party. Both Parties agree that the loss of
such employee or independent representative would result in irreparable harm and
grants to the other Party the right to seek damages and an injunction in a court
of equity or other competent authority to enforce its rights hereunder.
6. CONFIDENTIAL INFORMATION
6.1 Unless otherwise specified in the Agreement, all information exchanged
during the course of the Agreement (“Confidential Information”) shall be
regarded as confidential between the Parties and shall not be disclosed to any
unauthorized person or used by the recipient other than for the purpose to which
it relates. Any authorized disclosure to another person(s) shall be on the same
terms as to confidentiality as contained in this clause. Parties hereby agree to
make available Confidential Information only to those of their employees who
need to have access to it for the purposes of this Agreement and to obligate
such employees correspondingly to the extent legally permissible.
6.2 If, for the purposes of this Agreement, a Party discloses any Confidential
Information to its employees, it shall notify such employees of the confidential
nature thereof and make all necessary efforts and take all precautions to bind
such employees to keep the Confidential Information strictly confidential.
6.3 During and after the tenure of this Agreement if any Confidential
Information is received by a Party under or by virtue of this Agreement the same
shall be maintained in the strictest of confidence and trust.
6.4 The following disclosures of the other Party’s Confidential Information
shall not be deemed as authorized and shall not be a breach of any of the
confidentiality obligations under this Clause 6:
a. To comply with the mandatory provisions of applicable law or the rules of any
b. The information is in the public domain, other than through a breach of this
c. For the purposes of any arbitration or legal proceedings arising from this
d. To any governmental authority at their request.
6.5 The obligation of confidentiality and limited use shall survive termination
of this Agreement and continue even after the termination or expiry of this
7. AFFILIATE RESPONSIBILITIES AND PROHIBITIONS
7.1 The Affiliate shall ensure that all individual representatives, personnel,
staff of the Affiliate that are involved in the Affiliate’s performance of its
obligations under this Agreement, have the requisite access to any equipment and
amenities required to enable the Affiliate to perform its obligations under this
Agreement (and that the Company shall not be responsible for providing the
same). The Affiliate will diligently devote its time and efforts towards the
selling of the Products.
7.2 The Affiliate shall conduct all of its performance of its obligations under
this Agreement, in its own name and in such manner as it may see fit. The
Affiliate shall pay all expenses of its office and activities and will be
responsible for the acts and expenses of its personnel/staff/representatives.
7.3 The Affiliate shall not, without the Company’s prior written approval, make
any representations or guarantees concerning the Products or accept the return
of, or make any allowance for such Products.
7.4 The Affiliate shall abide by Company’s policies and communicate same to the
7.5 The Affiliate hereby represents, warrants and covenants that.
7.5.1 it has full corporate power and authority to enter into this Agreement;
7.5.2 it will not, by virtue of entering into and performing this Agreement, be
in violation of any contractual obligation it owes to a third party or the
Company under any other agreement, or any term or provision of any judgment or
decree to which it is a party or by which it is bound, nor under any contractual
or legal obligation which shall supersede any of the Affiliate’s obligations
under this Agreement;
7.5.3 the performance by the Affiliate of the Promotion of the Channels required
under this Agreement does not and will not violate any applicable law, rule or
regulation or any intellectual property right of a third party;
7.5.4 it will not use in the performance of its responsibilities under this
Agreement any confidential information or trade secrets or intellectual property
of another person or entity without the appropriate license, authorization,
permit or consent;
7.5.5 it is skilled in the professional calling necessary to perform the
Promotion of the Channels and its duties and obligations contained herein;
7.5.6 it shall perform the Promotion of the Channels in conformance to and
consistent with applicable law and the standards generally recognized as being
employed by professionals in the same discipline on an international level in an
engagement of similar scope, complexity and duration;
7.6 The Affiliate shall not, under any circumstances, do any of the following:
7.6.1 display any links, materials, or other Company-related content on any
website or application that contains any pornographic, hate-related, graphic,
violent or illegal content, or any content that promotes discrimination based on
race, ethnicity, sex, religion, nationality, disability, sexual orientation or
7.6.2 bid for any search engine placement/optimization/marketing using the term
“Nagadhat”, “Nagadhat.com”, “Nagadhat.com.bd” “nogodhat”, or any variation or
misspelling of the terms “Nagadhat”
7.6.3 Display any Company-related content on any website that in any way
disparages the Company, its affiliates or subsidiaries or their products or
services or infringes on any of the Company’s intellectual property or other
7.6.4 Duplicate, copy, reverse-engineer, edit, modify, truncate, or change the
Company’s cookies and/or tracking links in any way.
7.6.5 Cause, encourage, or endorse any transactions to be made with the Company
that are not in good faith.
7.6.6 Conduct any activities associated with the Promotion of the Channels that
are in any way unethical and/or illegal and/or designed to mislead the
7.6.7 Indulge in any activities that could, in the Company’s judgment, reflect
poorly on the Company (and/or the Company’s affiliate businesses, partners and
associated undertakings) or otherwise disparage or devalue Company’s reputation
or goodwill, or create any confusion amongst Customers between Nagadhat and any
7.6.8 include any intellectual property of the Company or its affiliates, or a
variant or misspelling of such intellectual property, in any domain name, sub
domain name, or in any username, group name, email address, or social network
identifier, or unauthorized use and/or tamper the Company’s name (or any variant
or misspelling thereof), Intellectual Property Rights in any manner whatsoever.
7.6.9 Utilize any Company Content to update or create the Affiliate’s own
database of business listings information or use the to build an email list for
the Affiliate’s own (or any third party’s) commercial purposes.
7.6.10 creates, disclose, or sell any information or metrics about, or perform
any statistical analysis of the Company’s content.
7.6.11 engages in cookie stuffing or fraudulent activity.
7.6.12 causes any software to be downloaded or installed on a Customer’s
systems, without that Customer’s prior affirmative consent.
7.6.13 not set any cookies unless the Advertising Materials are in visible use
on that Affiliate Account and allows the Customer to specifically and
consciously Click on the same. The Affiliate shall not use layers, add-ons,
Frames, pop- up, pop-under, site-under, Auto-redirect advertisements which
automatically redirect the Customer to Advertiser websites without the
Customer’s engagement or action (e.g. click, touch), cookie dropping, post view
technology, misleading advertisements that result in misleading Clicks that
display expected content, shall not be permitted and are strictly prohibited.
8. COMPANY RESPONSIBILITIES AND LIMITATIONS OF LIABILITY
8.1 The Company shall be solely responsible for the ensuring the display and
supply of the Products, and the sellers listing the Products on the Channels
shall be responsible for the design, development, production, and performance of
its Products and the protection of its trade names. The Company’s aggregate
liability towards the Affiliate under this Agreement, whether in contract, tort,
or otherwise shall not exceed the amount of aggregate Commission paid to the
Affiliate in the 06 (six) months preceding such claim.
8.2 The Company shall not, under any circumstances, be liable for any
disruptions, unavailability, glitches, downtime or delays in functionality of
its Channels, nor does the Company guarantee, represent or warrant in any way
that the Channels shall function free of the same.
8.3 The Company shall not, under any circumstances, be liable to the Affiliate
for any special, consequential, incidental, punitive, exemplary, or indirect
costs or damages, including, but not limited to, litigation costs, installation
and removal costs, or loss of data, production, profit, or business
8.4 the company will maintain auto ranking of the affiliates. The company shall
have the only right to declare extra profit bonus, power bonus, rank bonus.
9. INTELLECTUAL PROPERTY RIGHTS
The Parties hereby agree, acknowledge and affirm that the Company and its
licensors retain all right, title, and interest in and to all Intellectual
Property Rights related in and to the Channels and the Advertising Materials.
The logos and names are trademarks of the Company and are registered in certain
jurisdictions. All other Product names, brand names, marks, logos, and symbols
on the Channels may be the trademarks of their respective owners. Except as
expressly stated in this Agreement, nothing in the Agreement confers any license
or ownership to the Affiliate or any third party, under any of Company’s or any
third party’s Intellectual Property Rights, whether by estoppels, implication,
The Affiliate shall indemnify, defend, and hold harmless Company, and its
directors, officers, employees, representatives, and agents (each an
“Indemnified Party”) from any and all claims, damages, liabilities, costs,
losses, and expenses (including, but not limited to, reasonable attorneys’ fees
and all related costs and expenses) arising from or relating to any claim, suit,
proceeding, demand, or action brought by the Affiliate or any third party
against an Indemnified Party relating to: (a) publishing and/or use of the
Advertising Material in any unauthorized manner, or tampering them or any part
thereof; (b) the Affiliate’s failure to comply with the Agreement; (c)
Affiliate’s failure to comply with applicable law(s) and/or regulation(s); (d)
Affiliate’s negligence, willful misconduct, or fraud; and (e) defamation, libel,
violation of privacy rights, unfair competition, or infringement of Intellectual
Property Rights or allegations thereof to the extent caused by the Affiliate.
11. TERM AND TERMINATION
11.1 This Agreement shall come into full force and effect upon the Affiliate’s
acceptance of this Agreement in the manner prescribed hereinabove, and shall
continue to remain valid and in force, unless otherwise terminated in accordance
with this Agreement (“Term”).
11.2 Upon the termination of this Agreement, a final accounting shall be made
between the Parties. Company shall maintain an accurate set of books and records
regarding Commissions due to Affiliate following the termination of this
Agreement. Following termination, the Company shall be entitled to withhold
Commissions accrued up to the effective date of termination for a reasonable
period after said Commissions become due and payable, to ensure all
corresponding Commission Exemptions have been accounted for prior to paying said
11.3 Upon termination of this Agreement, the Affiliate is entitled to
Commissions on all orders solicited prior to the effective date of
termination/expiration (which are not subsequently returned/refunded),
regardless of when the Company accepts, invoices, or ships such orders.
Affiliate shall return, within thirty (30) days of termination all Advertising
Materials, as well as any other property of Company that the Affiliate is
11.4 This Agreement may be terminated for the following reasons only:
11.4.1 In the event that either Party shall commit an act of bankruptcy or file
a voluntary petition for bankruptcy, or be declared bankrupt in an involuntary
proceeding, or file for a plan under any Bankruptcy Act, or place its affairs in
the hand of a receiver, or enter into a composition for the benefit of
creditors, or perform any other act based upon or due to its inadequate credit
position, then the other part to the Agreement may terminate this Agreement
immediately by written notice of termination to the other Party.
11.4.2 Save for the provisions under Clause 11.4.4 hereunder, should either
Party be in material breach of its obligations and responsibilities under this
Agreement, then the other Party may terminate this Agreement by giving 7 days
advance written notice of termination to the other Party setting forth the
material breach upon which the termination is based. However, after receiving
such notice, the Party receiving same shall have 7 days to cure the alleged
breach. If such breach is cured, then the termination notice shall stand
withdrawn, and this Agreement shall continue in full force and effect.
11.4.3 By either Party, without cause, by serving the other Party a 15-day
written notice of termination to the other Party specifying the effective date
of such termination therein.
11.4.4 By Company, with immediate effect upon serving a written notice of
termination to the Affiliate, in the event that the Merchant is found, in the
absolute discretion and sole opinion of the Company, to have committed any
fraudulent activity whatsoever, in pursuance of the Affiliate’s obligations
under this Agreement.
11.4.5 By mutual agreement of the Parties in writing specifying the effective
date of termination.
This Agreement shall not be assigned by the Affiliate, at any time or for any
purpose whatsoever, without the Company’s express written consent to such
The waiver by either Party of a right, default, or breach of any provision of
this Agreement by the other Party shall not operate or be construed as a waiver
of any subsequent right, default, or breach.
Any modifications to this Agreement shall only be effective if (1) issued in a
revised version by the Company in writing; or (2) if said modification is
proposed by the Affiliate, then in a writing signed by both Parties.
15. FURTHER ACTIONS
Each Party shall, without further consideration, execute and deliver such
additional documents and instruments and perform all such other and further
actions as may be necessary or reasonably requested in order to carry out the
purposes and intents of this Agreement.
16. APPLICABLE LAW
This Agreement and any question concerning its validity, construction or
performance shall be governed by the laws of The People’s Republic of
Bangladesh, irrespective of the place of execution, or the order in which the
signatures of the Parties are affixed or the place or places of performance. The
Parties agree that the courts, tribunals and/or quasi-judicial bodies located in
Dhaka, Bangladesh shall have the exclusive jurisdiction on any dispute arising
inside Bangladesh under this Agreement.
The unenforceability (or the modification necessary to conform to such law and
public policy) of any part of this Agreement shall not be deemed to render
unenforceable any other part of this Agreement. If any part of this Agreement
shall be decided to be invalid or unenforceable in any action or proceeding in
which Affiliate or Company are parties, then such part shall be deemed deleted
or amended, as the case may be, from the Agreement in order to render the
remainder of this Agreement valid and enforceable. Any such deletion or
amendment shall apply only where the court rendering the same has jurisdiction.
18. ENTIRE AGREEMENT
This Agreement contains the entire understanding and Agreement of the Parties
with respect to the subject matter hereof. There has been, is and will be, no
representation, covenant, or undertaking other than those expressly set forth in
this Agreement. Each Party hereby acknowledges and represents that in executing
and entering into this Agreement, no other party nor any agent, attorney or
other representative of any Party has made any promise, representation,
warranty, covenant, warning or inducement whatsoever, express or implied, except
as contained in this Agreement. Each Party acknowledges and represents that he
has read and understands this Agreement, and each and every provision and term
of this Agreement.
19. DISPUTE RESOLUTION
The Parties agree that any disputes or questions arising hereunder including the
construction or application of this Agreement shall first be attempted to be
amicably settled by the senior management of the Parties within 15 (fifteen)
days of one Party notifying the other Party of such dispute in writing. If the
Parties cannot reach an amicable settlement of such dispute within 15 days, then
the matter shall be referred to mandatory and binding arbitration in accordance
with the Rules of Arbitration of the Bangladesh International Arbitration Centre
(“BIAC”) by one or more arbitrators appointed in accordance with the said Rules.
The seat of arbitration shall be Dhaka and the arbitrations shall be conducted
in the English Language. The decision of the arbitrator shall be final and
binding upon the Parties both as to law and to fact and shall not be appealable
to any court in any jurisdiction. The Parties shall share the expenses of the
arbitration equally, unless the arbitrator determines that the expenses shall be
20. ATTORNEY’S FEES
If suit or action is instituted in connection with any controversy arising out
of this Agreement or an enforcement of any right hereunder, the prevailing Party
shall be entitled to recover, in addition to costs, such sums as the court may
adjudge reasonable as attorney’s fees, including fees on any appeal.
Any notice to be given or served upon any Party to this Agreement must be in
writing and shall be deemed to have been given (i) upon receipt in the event of
personal service by actual delivery (including by telecopy or delivery service);
(ii) upon posting if deposited in the local post office with proper postage and
dispatched by certified mail; or (iii) upon receipt if notice is given otherwise
than by personal service or by certified mail. Notices may also be transmitted
by facsimile or electronic mail, provided that proper arrangements are made in
advance to facilitate such communications and provide for their security and