Definition of Terms
In this merchant agreement by the term “we”, “our”, “us”, “WEBMANZA” refers to EDISON COMMUNICATION Limited a registered company based in Dhaka Bangladesh. By the term “Platform”, “Site”, “Website” refers to WEBMANZA ecommerce platform, an intellectual property owned by EDISON COMMUNICATION Limited the official website, all other websites related to this platform.
By the term “merchant” refers to people who have registered in this website and used WEBMANZA platform to create their online store. All active and inactive storeowners in WEBMANZA will be treated as “merchant”. By the term “Customer” refers to all the customers purchasing / ordering from merchant’s online store. By the term “you”, “merchants” refers to all the merchants using this platform or any entity of this platform.
Services means the merchants services provided by WEBMANZA, including hosting of the online store, site design, email services(If provided), marketing services, domain name registration, payment collection and other related services as may be offered from time to time. Software and/or Services provided by WEBMANZA on SAAS (software as a service) model.
"Intellectual Property Rights" means all patents (whether registered or not), trademarks( whether registered or not), copyrights (whether registered or not), design rights, trade secrets, marks or any other intellectual property rights in Software licensed, granted or assigned by WEBMANZA to, or otherwise vested in, Licensee pursuant to the Agreement.
This Merchant User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "Licensee"), and EDISON COMMUNICATION Limited. This Agreement comes into effect when you register for using WEBMANZA’s services or signing an application for utilizing services of WEBMANZA. By Registering or signing with WEBMANZA, You signify your absolute and unconditional consent to all the provisions of this agreement in their entirety.
This agreement constitutes a legally binding agreement between Licensee and EDISON COMMUNICATION LIMITED. You are advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you should not use this Service and notify the same to EDISON COMMUNICATION LIMITED.
Eligibility of using WEBMANZA as merchant
- Age restrictions:
All merchants using WEBMANZA have to confirm that they are at least 18 years of age or are accessing the Site under the supervision of a parent or legal guardian. Without prejudice to any other rights and remedies of WEBMANZA under these Terms and Conditions or at law, WEBMANZA reserves the right to limit or withdraw access to the Site or can terminate any store of a merchant if WEBMANZA at its sole discretion reasonably believes or comes to the knowledge that the person is under the age of 18 years.
- Using WEBMANZA by business entities:
Business entities creating online store in WEBMANZA, you agree that you have the requisite up-to-date licenses to run your business, that you have the authority to bind that entity to these Terms and Conditions and that you and the business entity will comply with all applicable laws relating to the scope of activity undertaken. No person or business entity may register as a member of the Site more than once, liability under these Terms and Conditions is to the specific individual, directly or indirectly related to the email address given by the users.
Merchants account obligations:
When you create your store using our platform you have been or will be required to provide certain information and register a username (email address) and password for use on this Site.
On becoming a merchant:
- You are responsible for maintaining the confidentiality of, and restricting access to and use of, your store account and password, and accept responsibility for all activities that occur under your account and password.
- You agree to immediately notify WEBMANZA of any unauthorized use of your password or store account or any other breach of security. In no event will WEBMANZA be liable for any direct, indirect or consequential loss or loss of profits, goodwill or damage whatsoever resulting from the disclosure of your username and/or password.
- You may not use another person's store account at any time, without the express permission of the store account holder.
- You agree to reimburse WEBMANZA for any improper, unauthorized or illegal use of your account by you or by any person obtaining access to the Site, services or otherwise by using your designated username and password, whether or not you are or have authorized such access.
- You will provide true, accurate, current and complete information about yourself as prompted by WEBMANZA’s store creation form or info sought by your key account manager (the "Registration Data").
- In your registration user ID, you will not include: (i) any of your sensitive personal details, including but not limited to email addresses, telephone numbers or other personal details; or (ii) the word "WEBMANZA".
- Your store name shall not include the word "WEBMANZA", "Blog", "Themes".
- You will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or if WEBMANZA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with these Terms and Conditions, without prejudice to any other rights and remedies of WEBMANZA under these Terms and Conditions or at law, EDISON COMMUNICATION LIMITED has the right to indefinitely suspend, limit or withdraw your access to the Site and/or your membership of the Site and to inform and/or lodge complaints with the appropriate government authorities.
- WEBMANZA may (in its sole discretion and at any time), make any inquiries it considers necessary (whether directly or through a third party), and request that you provide it with further information or documentation, including, without limitation, to verify your identity, your Registration Data and/or ownership of your financial instruments. Without limiting the foregoing, if you are a business entity or registered on behalf of a business entity, such information or documentation may include your trade license, TIN and VAT registrations and other incorporation and registrations documents and/or documentation showing any person's authority to act on your behalf. You agree to provide any information and/or documentation to WEBMANZA within 72 hours upon such requests. You acknowledge and agree that if you do not, WEBMANZA without liability may limit, suspend or withdraw your access to the Site and/or your membership of the Site. We also reserve the right to cancel unconfirmed / unverified accounts or accounts that have been inactive for a long time.
Usages instruction for merchants
While using WEBMANZA as a merchant you will not do this things:
- Upload product or items in inappropriate order and display in a wrong way in your store.
- Upload any products not owned by you or you do not have right to sell.
- Upload any information that is (which we deem at our sole discretion) false, fraudulent, inaccurate, misleading, libelous, defamatory, slanderous, unlawful, threatening or would be reasonably considered to constitute harassment.
- Upload any counterfeit or stolen items.
- Upload information or products, which infringe any third party's intellectual property rights, other proprietary rights or right to privacy.
- Upload obscene information or content or products containing or depicting obscene information or content, including but not limited to pornography or any representation, which may (in our sole discretion) be considered indecent.
- Upload information or content which may (in our sole discretion) constitute offensive or critical political content or content that is contrary to the public interest.
- Upload any information or content or list products, which may (in our sole discretion) be considered culturally or religiously offensive in any way.
- Upload any information or content or list items, which may not be considered to be in compliance with laws, rules or morals, values, ethics and traditions (as deemed by us at our sole discretion).
- Upload Information or content or list items, which may (in our sole discretion) threaten national security.
- Upload Information or content or list items, which may (in our sole discretion) constitute or be considered to promote gambling.
- Fail to deliver items purchased from you, unless the customer fails to meet the terms, or you cannot authenticate the buyer's identity.
- Manipulate or attempt to manipulate the Site in any way including the prices of any item or services on the Site (either alone or in conjunction with other users).
- Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes.
- Distribute viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming technologies that may harm the Site, or the interests or property of the Site's users.
- Create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
- Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.
- Attempt to take over another merchant’s account or carry out any hacking or phishing of the Site or merchant’s accounts and related features.
- Directly or indirectly, offer, attempt to offer, trade in, attempt to trade in, or include descriptions or links to any of the following items:
- Securities, including shares, bonds, debentures, or any other financial instruments or assets of any description.
- Living or dead creatures and/or the whole or any part of any animal which has been kept or preserved by any means whether artificial or natural including rugs, skins, specimens of animals, antlers, horns, hair, feathers, nails, teeth, musk, eggs, nests, other animal products of any description the sale and purchase of which is prevented or restricted in any manner by applicable laws.
- Weapons of any description.
- Liquor, tobacco products, drugs, psychotropic substances, narcotics, intoxicants of any description, medicines, palliative/curative substances.
- Religious items, including books, artifacts, etc. of any description or any other such item which is likely to affect the religious sentiments of any person.
- Antiquities and art treasures as defined in applicable laws pertaining to antiquities and national treasures.
- Used cellular phone SIM Cards, except if the transaction is in accordance with the local operators' rules pertaining to transfer of ownership of the same.
- Items that to your knowledge are defective, fake, damaged, false or misleading or that may through normal use harm another Site user's interest or health.
- Non-transferable vouchers.
- Books or publications that have been banned from sale or distribution in the country.
Intellectual Property Right’s
- The Software provided by WEBMANZA, and all intellectual property rights therein, are the exclusive property of EDISON COMMUNICATION LIMITED.
- Subject to the terms and conditions of this Agreement, EDISON COMMUNICATION LIMITED grants to Licensee a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for WEBMANZA through the WEBMANZA Ecommerce Platform solely for the purpose of building and maintaining an interactive store hosted by the EDISON COMMUNICATION LIMITED on which Licensee offer Licensee's or a third party's products or services ("Licensee's Store").
- The Software and its structure, organization, and source code constitute valuable trade secrets of EDISON COMMUNICATION LIMITED. Accordingly, except as expressly allowed Licensee will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party.
- ADDITIONAL SOFTWARE AND SERVICES: Certain additional features that EDISON COMMUNICATION LIMITED may make available to Licensee may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, WEBMANZA may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). Such software and services are subject to additional payments as required and are subject to Licensee's consent to such terms and conditions associated with the use of additional software and services.
Services EDISON COMMUNICATION LIMITED will provide:
Upon activation of Licensee's account and subject to the payment of applicable fees, EDISON COMMUNICATION LIMITED will provide certain services, support and other miscellaneous services for the software licensed by Licensee under this agreement and licensee's Store during the term of this agreement as published on the WEBMANZA Site. Licensee's Store shall be hosted on EDISON COMMUNICATION LIMITED’s own server on which several merchants may share the resources and network capacity of that Server.
BILLING PERIOD: Start date of Billing period would be considered as the Date of Payment except in cases as below
a) Payment Gateway Activation: Start date of Billing period would be either Payment Gateway Activation date or 30 days from the Date of payment whichever is earlier.
STORE DESIGN AND CUSTOMIZATION: At Licensee's request, and subject to EDISON COMMUNICATION LIMITED’s acceptance of Licensee's request and Licensee's payment of applicable fees, WEBMANZA will provide or instruct one of its "affiliates" to provide, design and customization Services for Licensee's in accordance with EDISON COMMUNICATION LIMITED’s then current customization terms and conditions.
DOMAIN NAME REGISTRATION: At Licensee's request and subject to Your agreement to applicable terms and conditions and the payment of applicable fees, EDISON COMMUNICATION LIMITED’s Additional Services may include acquisition and registration of a second-level domain name ("Domain Name") for Your Store on Your behalf. You hereby appoint EDISON COMMUNICATION LIMITED and third parties who provide domain name registration services to WEBMANZA as Your agent in the acquisition, registration and ongoing administration of Domain Names on Your behalf and You authorize EDISON COMMUNICATION LIMITED and third parties who provide domain name registration services to WEBMANZA to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. WEBMANZA provides this Service as a convenience to You only and You hereby waive any and all claims that You may have, or which may later arise, against EDISON COMMUNICATION LIMITED for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of such Domain Name. In addition, EDISON COMMUNICATION LIMITED reserves the right, in EDISON COMMUNICATION LIMITED’s sole discretion, to refuse to acquire or register any domain name requested by You, and to discontinue the use of any domain name requested by you.
SLA: THIS SERVICE LEVEL AGREEMENT:("Agreement" or "SLA") shall apply to all Hosted Services provided by WEBMANZA for each customer/client/consumer/end user/user ("USER"). WEBMANZA is committed to providing a highly available and secure network to support its USERs. Providing the USER with consistent access to Hosted Services is a high priority for WEBMANZA and is the basis for its commitment in the form of a SLA. The SLA provides certain rights and remedies in the event that the USER experiences service interruption as a result of failure of WEBMANZA infrastructure. The overall service availability metric is 99%, measured on a monthly basis. Failing to this, we'll refund the amount for that month subscription, in which SLA is not kept up to the standard
For the purpose of this Service Level Agreement, the terms in bold are defined as follows
Available or Availability: When the USER who's account is active and enabled has reasonable access to the Hosted Service provided by EDISON COMMUNICATION LIMITED, subject to the exclusions defined in Downtime Minutes below.
Total Monthly Minutes: The number of days in the month multiplied by 1,440 minutes per day.
Maintenance Time: The time period during which the Hosted Service may not be Available each month so that WEBMANZA can perform routine maintenance to enhance the software on regular basis by new features release, performance improvements & bug fixes, is on an as needed basis. Maintenance activity is undertaken only during very odd business hours i.e 4 AM IST to 8:30 AM IST. On a average, we take 50 to 100 minutes of maintenance activity every week. So, SLA excluding Maintenance Time would be 99.5%.
Downtime:The total number of minutes that the USER cannot access the Hosted Service. The calculation of Downtime Minutes excludes time that the USER is unable to access the Hosted Services due to any of the following:
- Maintenance Time
- USER's own Internet service provider
- Force Majeure event
- Any systemic Internet failures
- Enhanced Services
- Any failure in the USER's own hardware, software or Network connection
- USER's bandwidth restrictions
- USER's acts or omissions
- Anything outside of the direct control of EDISON COMMUNICATION LIMITED
CHANGES IN SERVICESEDISON COMMUNICATION LIMITED reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to licensee. Licensee agree to receive administrative communications from WEBMANZA in regards to the Software, Services, Licensee's account, policy changes and system updates.
CANCELLATION & REFUND POLICY
Licensee agrees to pay to EDISON COMMUNICATION LIMITED the Fees in the amount, manner and at the times as agreed upon; Licensee are responsible for payment for its own license of WEBMANZA application as well as for the licenses sub-licensed to its merchants.
PAYMENT TERMS: WEBMANZA will invoice Licensee and Licensee agree to pay for
- Licensee agrees to pay all subscription fees, consulting fees (If any) and other fees applicable to their use of Services and Licensee shall not circumvent the fee structure. The fee is dependent on the User Plan that Licensee purchase and not on actual usage of the services.
- If cancellation of WEBMANZA Subscription is presented within 30 days of payment, 50% would be deducted and rest would be returned. After 30 days of payment, no refund requests would be entertained. Please Note: the refund approval is on case-to-case basis, mainly on the basis of if there is a problem from WEBMANZA’s end that cannot be resolved by us.
- Monthly subscription and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to Licensee by or on behalf of EDISON COMMUNICATION LIMITED in the following month.
- Each User / Member is solely responsible for payment of all taxes, legal compliances, and statutory registrations and reporting. EDISON COMMUNICATION LIMITED is in no way responsible for any of the taxes except for its own income tax.
Method of payment:
- Online: The Fees could be paid online through the facility made on the Website. Third parties support and services are required to process online fee payment. We are not responsible for any loss or damage caused to Licensee during this process as these third parties are beyond the control of EDISON COMMUNICATION LIMITED.
- Offline: The Fees could be either collected personally from Licensee or required to be mailed to Us at the following address: EDISON COMMUNICATION LIMITED, 246, Level 6, Rangs Babylonia, Tejgaon Gulshan Link Road, Dhaka 1212, Bangladesh.
- We consider the payment process to be complete only on receipt of the amount to EDISON COMMUNICATION LIMITED designated bank account.
- All Fees are exclusive of taxes. Service Tax of 15% is levied on every purchase.
- Fees not received within the specified due dates attract late charges of 15% per annum from the due-date of payment, which may levied at EDISON COMMUNICATION LIMITED’s discretion.
- EDISON COMMUNICATION LIMITED reserves the right to modify the fee structure by providing a 30 day prior notice, either by notice on the Website or through email to the Authorized User, which shall be considered as valid and agreed communication.
SUSPENSION AND TERMINATION
SUSPENSION:At the discretion of WEBMANZA and for any reason set forth in this section (Section 12) of this Agreement, EDISON COMMUNICATION LIMITED may suspend Licensee's account by deactivating any access by Licensee or by Licensee's customers to any information contained on the WEBMANZA Servers related to Licensee's account while maintaining the information and data related to Licensee's account upon the WEBMANZA Servers. Suspension shall specifically include the disabling of Licensee's Store and/or any access to information or data related to Licensee's account. In the event of any such suspension Licensee will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. Licensee will remain responsible for the payment of any such fees during any such period of suspension.
TERMINATION: This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by EDISON COMMUNICATION LIMITED (a) as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) upon thirty (30) days written notice. Licensee may terminate this Agreement upon twenty-four hours’ notice by telephoning EDISON COMMUNICATION LIMITED designated customer support center or Key account Manager. Licensee's termination request may be recorded by EDISON COMMUNICATION LIMITED and will require Licensee's username and password and verification code.
In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and Licensee shall destroy all copies of the Software in Licensee's possession, if any. Upon termination, there will be no refund provided to Licensee except as set forth in the Price Policy and all outstanding fees owed by Licensee shall become immediately due and payable. Termination shall not affect the rights of EDISON COMMUNICATION LIMITED to recover from Licensee losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney's fees or expert witnesses' cost or other costs of any kind under this Agreement.