PLEASE READ THE HISHABEE BUSINESS MANAGER TERMS AND CONDITIONS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND HISHABEE TECHNOLOGIES LIMITED.
1.1. Before using the Service, you acknowledge that you have carefully read, fully understood, and agree to and accept all of the clauses of this Agreement (if you are a minor, you must read all of the clauses of this Agreement with the assistance of your legal guardian). If you do not agree to all of the clauses of this Agreement, you have the full right to terminate your use of the Service. By using the Service, you are deemed to have read and accepted this Agreement.
1.3. Your Access and use of the Services (as defined below) by browsing, downloading, installing, subscribing, logging in or updating the application constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Hishabee. If you do not agree to these Terms, you shall not access or use the Services. These Terms expressly supersede prior agreement(s) or arrangement(s) with you. Hishabee retains the right to alter/amend/terminate these Terms or any Services with respect to you, or generally cease to offer or deny access to the Services or any portion thereof, at any time for whatsoever reason it deems fit.
1.4. Supplemental terms with equal force shall apply to certain Services, such as Point of Sales services, E-Commerce services, Selling or Renting-Out of devices etc, policies for any particular event, activity or promotion etc. Such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed to be a part of, the Terms for the purposes of the applicable Services.
1.5. Hishabee may amend the Terms related to the Services from time to time as it deems fit. Amendments will be effective upon Hishabee posting of such updated Terms. Your continued access or use of the Services after such amendment constitutes your full consent and acknowledgement to those amendments, and you will thereby be bound by the Terms as amended.
2. The Services
2.1. The Services constitute a technology platform that enables users of Hishabee’s mobile applications or websites provided as part of the Services (each hereinafter referred to as “Application”) to operate and maintain business operations including, but not limited to:
2.1.1. Electronic bookkeeping services;
2.1.2. Online cloud-based inventory management services;
2.1.3. Electronic calculation services;
2.1.4. E-commerce platform;
2.1.5. Marketing services;
2.1.6. Electronic and easy medium for stock auditing;
2.1.7. Centrally managed lay-by book;
2.1.8. Employee management; and
2.1.9. Automated sales-expense report.
2.2. Subject to your compliance with these Terms, Hishabee grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to:
2.2.1. Access and use the Application on your personal or/and hired device from Hishabee, solely in connection with your use of the Services; and
2.2.2. Access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Hishabee and Hishabee’s licensors.
2.3 Notwithstanding anything contained within the Terms, you shall not, unless expressly permitted by Hishabee:
2.3.1. Remove any copyright, trademark or other proprietary notices from any portion of the Services;
2.3.2. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display or perform, transmit, stream, broadcast or otherwise exploit the Services;
2.3.3. Decompile, reverse engineer or disassemble the Services;
2.3.4. Link to, mirror or frame any portion of the Services;
2.3.5. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services;
2.3.6. Attempt to gain unauthorised access to or impair any aspect of the Services or its related systems or networks.
Provision of the Services
2.4. You acknowledge that portions of the Services may be made available under Hishabee’s various brands or request options associated with Point of Sales, E-commerce, logistics and other services, including the brands currently referred to as Hishabee: Business Manager, Hishabee: Delivery Manager and Hishabee Marketplace.
2.5. The Service and all rights therein are and shall remain Hishabee’s property. Neither these Terms nor your use of the Services conveys or grant to you any rights:
2.5.1. In or related to the Services except for the limited license granted above; or
2.5.2. To use or reference in any manner Hishabee’s company name, logos, product and services names, trademarks or services marks.
3. Use of the Services
3.1. In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (hereinafter referred to as “Account”). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Hishabee certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit, debit or any bank card or any other payment options accepted by Hishabee). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Hishabee’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.
User Requirements and Conduct
3.2 The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you shall not allow persons under the age of 18 to receive Point of Sale, E-commerce, Logistic Services from Third Party Providers unless they are accompanied by you. You shall not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you shall only use the Services for lawful purposes. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
3.3. By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Hishabee at any time by requesting in writing to us at [email protected]. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.
3.4. Hishabee may, in its sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Hishabee establishes on a per promotional code basis (hereinafter referred to as “Promo Code”). You agree that the Promo Codes:
3.4.1. Must be used for the intended audience and purpose and in a lawful manner;
3.4.2. Shall not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Hishabee;
3.4.3. Maybe disabled or removed by Hishabee at any time for whatsoever Hishabee deems fit, without any prejudice to Hishabee’s liability;
3.4.4. Shall only be used pursuant to the specific terms that Hishabee establishes for such Promo Code;
3.4.5. Are not valid for cash; and
3.4.6. May expire prior to your use.
3.5. Hishabee reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Hishabee determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
3.6. Hishabee may, in its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Hishabee through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (hereinafter referred to as “User Content”). Any User Content provided by you remains your property. However, by providing User Content to Hishabee, you grant Hishabee a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Hishabee’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
3.7. You represent and warrant that:
3.7.1 You either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Hishabee the license to the User Content as set forth above; and
3.7.2. Neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Hishabee’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
3.8. You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Hishabee in its sole discretion, whether or not such material may be protected by law. Hishabee may, but shall not be obligated to, review, monitor, or remove User Content, at Hishabee’s sole discretion and without notice at any time, for whatsoever reason.
3.9. Any images, products, contents, the information will need to be vetted and approved by Hishabee before the Account User can feature or put them up for sale within the platform provided by the Services. Hishabee reserves the right, from time to time, to block, ban, remove and suspend at its sole discretion and providing a reason to the Account User, any Account that features, advertises, sells or tries to sell anything that is not approved by Hishabee or is not allowed as per the laws and regulations of the Territory. Notwithstanding the above, if any Account User sells, tries to sell, advertises or features any product that is not allowed by Hishabee or the laws and regulations of the Territory then any liability arising out of such an act will be the sole responsibility of the Account User; Hishabee is exempted from such liability whatsoever.
Network Access and Devices
3.10. Unless expressly included within the Service of Hishabee, you will be responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Hishabee as a supplementary part of its Service may offer to sell or rent-out the compatible hardware or devices (hereinafter referred to as “Devices”). Hishabee does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
3.11. Any rented Devices from Hishabee will be the sole property of Hishabee, and you will only be granted with its permission to use as per the Terms contained herein below:
3.11.1. You will need to pay an advance security deposit of Tk. 10,000/- (Taka Ten Thousand) only per device, or as the charge or rate may be fixed by Hishabee at its sole discretion;
3.11.2. The advance security deposit will be fully refundable upon returning of the Devices, given that the Devices is in reasonably merchantable and mint condition, save the reasonable wear and tear;
3.11.3. In the case where a Device is found to be broken or damaged, or it’s system software to have malfunctioned due to the negligence of the User then a portion or the entire amount of the advance security deposit of that damaged Device will not be refunded, and Hishabee may charge extra as a form of compensation for the damages of its Devices;
3.11.4. You are only allowed to operate the device to avail the Services, complying with the standards of Hishabee and not for any unlawful purposes;
3.11.5. In case Hishabee is made aware that the Devices are being used beyond its permitted nature of usage then Hishabee can immediately terminate the rental agreement and recall the devices in a manner it deems fit and appropriate. If the Devices are called back, Hishabee will return the advance security deposit, subject to clause 30.10.2 and 30.10.3 of this Agreement;
3.11.6. In case of any malfunction of the Device which did not occur by the default of the User, Hishabee will provide its support to rectify such malfunction;
3.11.7. The User will be under the obligation to maintain the Devices by making all reasonable efforts to prevent it from being damaged, stolen and malfunctioned.
3.11.8. If the User fails to pay the rent amount as affixed by Hishabee then Hishabee will have the right to terminate the rental agreement and recall the Devices back.
3.11.9. Upon termination, the costs of returning the device to Hishabee’s physical address that will be confirmed with the letter of termination will be payable by the user.
4.1. You understand that use of the Services may result in charges to you for the services or goods you receive from Hishabee (hereinafter referred to as “Charges”). Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable unless otherwise determined by Hishabee.
4.2. The Charges for Services will be paid by you to Hishabee on a monthly, or termly subscription basis as will be fixed by Hishabee. The subscription fee once paid becomes non-refundable. Any advanced paid subscription fees is also non-refundable, irrespective of the termination or cancellation of the Service. Any changes or downgrading of the Service package with lesser charge after having been paid for a package in advance for a higher charge will not give rise to any right of the Account User for any refund. Notwithstanding the above, Hishabee, at its sole discretion, reserves the right to make any refund for whatsoever reason it deems fit. Hishabee reserves the right to change the price of the subscription plans, add, remove or edit the features being offered in a specific subscription plan, introduce new plans or remove plans at any given time. Such changes will be notified using the SMS text message and email (if provided). You are bound into a plan upon which you are signing up to. The features offered to you when you sign up to a specific plan will remain the same as to which you signed up with, Hishabee reserves the right to make changes at any point. The prices you agree to sign up with will remain the same as to when you signed up, Hishabee reserves the right to make changes at any point.
4.3. Hishabee, on behalf of the Account User, will receive the payments made by the consumers for purchasing any products through the E-commerce, Digital Payment Collection Services, EMI services and any other services that require you to process payments using Hishabee’s appointed payment gateway. Hishabee, thereby, will retain a percentage of charge from the primary amount and transfer/payout to the concerned Account User. The transfer/payment to the concerned Account Users will be made on a monthly basis, i.e. the payments collected of the continuing month will be transferred/made to the Account User on the first day of the following month. If the date of payment either happens to be a public holiday or a weekend then the payment will be made on the next working day. Hishabee reserves the right to hold your payments collected via Hishabee’s appointed payment gateway if there is an unpaid monthly subscription or any money due to Hishabee unless the full amount is cleared.
4.4. All Charges are due immediately and payment will be facilitated by Hishabee using the preferred payment method designated in your Account, after which Hishabee will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Hishabee may use a secondary payment method in your Account, if available.
4.5. As between you and Hishabee, Hishabee reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Hishabee’s sole discretion. Hishabee will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Hishabee may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.
Repair/Servicing and Miscellaneous Fees
4.6. You shall be responsible for the cost of repair for damage to, or necessary servicing of, Hishabee’s Devices and other properties resulting from use of the Services under your Account in excess of normal “wear and tear” damages and necessary servicing (hereinafter referred to as “Repair and Servicing”). Hishabee reserves the right to facilitate payment for the reasonable cost of such Repair and Servicing using your payment method designated in your Account.
5. Data Protection
5.1. You agree and consent to Hishabee collecting, using, processing, maintaining, gathering and storing your Personal Data for the purposes and in the manner as identified hereinbelow.
5.2. For the purposes of this Terms, “Personal Data” shall mean information about you, including but not limited to your name, identification card number, birth certificate number, passport number, nationality, address, telephone number, credit or debit card details, race, gender, date of birth, email address, present and permanent residential address, any information that you have provided to Hishabee in the registration and application forms or any other similar forms and/or any information about you that has been or may be collected, stored, used and processed by Hishabee from time to time and shall also include sensitive personal data such as data relating to health, religious or other similar beliefs.
5.3. Hishabee will further collect, gather, process and maintain your business records, including but not limited to sales or purchase transactions, inventory listings, employee payments, cost and expense accounts, any other business or financial records that are maintainable within the Service provided by Hishabee.
5.4. Hishabee may use and process your Personal Data and business records for business and activities of Hishabee which shall include, without limitation to the following:
5.4.1. Perform Hishabee’s obligation as per the Terms in order to render the Services;
5.4.2. Provide you with any services, either primary or supplementary that is related or improves the Service;
5.4.3. Process your participation in any events, promotions, activities, focus groups, research studies, contests, polls, surveys or any productions and to communicate with your attendance thereto;
5.4.4. Process, manage and verify your application for the Services pursuant to the Terms herein;
5.4.5. Validate and/or process payments pursuant to the Terms herein;
5.4.6. Develop, enhance, modify, improve and provide the Services;
5.4.7. For internal administrative purposes, such as auditing, data analysis, database records etc.;
5.5. It is your responsibility to provide Hishabee with true and correct information, and you acknowledge that failure to do so will obstruct Hishabee from providing its Services properly as per the Terms.
6. Disclaimers; Limitation of Liability; Indemnity
6.1. The Services are provided “as is” and “as available”. Hishabee disclaims all representations and warranties, express, implied or statutory, not expressly set out in these Terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, Hishabee makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services or any Services or goods requested through the use of the Services, or that the Services will be uninterrupted or error-free. You agree that the entire risk arising out of your use of the Services, and any Service or good requested in connection therewith, remain solely with you, to the maximum extent permitted under applicable law.
Limitation of Liability
6.2. Hishabee shall not be liable for indirect, incidental, special, exemplary, 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, even if Hishabee has been advised of the possibility of such damages. Hishabee shall not be liable for any damages, liability or losses arising out of:
6.2.1. Your use of or reliance on the Services or your inability to access or use the Services; or
6.2.2. Delay or failure in performance resulting from causes beyond Hishabee’s reasonable control;
6.2.3. Account Users default in whatsoever manner in selling their products to the consumers using the E-commerce Service or the Point of Sales system Service.
6.3. The limitations and disclaimer in Section 5 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under the applicable law(s).
6.4. You agree to indemnify and hold Hishabee and its officers, directors, employees and agents harmless from any and all claims, demand, losses, liabilities, and expenses (including lawyers’ fees) arising out of or in connection with:
6.4.1. Your use of the Services or services or goods obtained through your use of the Services;
6.4.2. Your breach or violation of any of these Terms; and
6.4.3. Hishabee’s use of your User Content.
7. Governing Law and Jurisdiction
7.1. The validity, interpretation, construction, effectiveness and meaning of any terms and conditions under this Agreement shall be construed and governed by the relevant laws of Bangladesh for the time being in force. Any dispute arising between You and Hishabee hereto shall be subject to the exclusive jurisdiction of the courts and tribunals of Bangladesh.
8.1. Hishabee may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Hishabee by written communication to Hishabee’s support team at [email protected].
8.2. Any and all intellectual property pertaining to copyright, trademark, license and permission of Hishabee which may exist, or come into being with respect to any and all designs, labels, hashtags, logo, advertising or promotional materials used pursuant to this agreement shall be the sole and exclusive property of Hishabee.
8.3. You shall keep confidential all information and data relating to Hishabee, its Services, products, business affairs, marketing and promotion plans or anything that Hishabee declares to be confidential, disclosed to you whether in writing, orally or any other form. You shall further ensure that you will only use such confidential information in order to perform the Services, and shall not without the express written consent of Hishabee, disclose such information to any third party or use it for any other purposes except for providing services as per the Terms. Any clause relating to the confidentiality of information under the Terms shall survive for at least the first 5 (five) years despite the termination, expiration or cancellation of this agreement.
Transfer and Assignment
8.4. You shall not assign or transfer these Terms in whole or in part without Hishabee’s prior written approval. Any purported assignment by you in violation of this section shall be void. You give your approval to Hishabee for it to assign or transfer these Terms in whole or in part, including to:
8.4.1. A subsidiary or affiliate;
8.4.2. An acquirer of Hishabee’s equity, business or assets; or
8.3.3. A successor by merger.
Nature of Relationship
8.5. No joint venture, partnership, employment or agency relationship exists between you and Hishabee, as a result of the contract between you and Hishabee or use of the Services.
8.6. If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms.
8.7. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.