DEED OF AGREEMENT

This AGREEMENT is made and executed in Dhaka dated on……./11/2023 (the of January of the
year Two Thousand Twenty of the Christian Era).
BETWEEN
…………..a Company incorporated under the Companies Act 1994, having its registered office at
………………….., hereinafter referred to as “THE FIRST PARTY” (which expression, where the
context so admits, shall mean and include the Company’s shareholders, Board of Directors,
administrators, executors, authorized representatives and assigns) of the ONE PART.
AND
Banglamark Fintech, a company incorporated in Bangladesh under the respective Companies
Act 1994; having registered office address at…………Bangladesh, hereinafter referred to as “THE
SECOND PARTY” (which expression, where the context so admits, shall mean and include the
Company’s shareholders, Board of Directors, administrators, executors, authorized
representatives and assigns) on the OTHER PART.

Whereas this AGREEMENT is regarding the sale of Cylinder …………….. Cylinders by THE FIRST
PARTY through the web platform of THE SECOND PARTY named Cylinderwala in the following
Terms & Conditions:

TERMS AND CONDITIONS

1. Scope
Online Platform for Selling: THE SECOND PARTY owns and operates a platform that allows
vendors/ Distributors/Agent/Retailer
(1) to sell their products to the public over the internet. This platform is currently provided on
the website Cylinderwala, but may be provided on different websites and mobile apps or
applications in the future. If needed THE SECOND PARTY may carry out changes to the
website or service without notice.
(2) Order: THE FIRST PARTY shall have the opportunity to sell its products on THE SECOND
PARTY’s platform. THE SECOND PARTY is entitled to accept orders on behalf of THE FIRST
PARTY. The service provided by THE SECOND PARTY is limited to referring customers to THE
FIRST PARTY and accepting orders and payments on their behalf.
(3) Order Notification: THE FIRST PARTY shall receive communication about sales and confirm
availability of merchandise through the online IT platform provided by THE SECOND PARTY
to THE FIRST PARTY hereby referred to as the “ONLINE SELLER CENTER”.
(4) Authorization: THE FIRST PARTY authorizes THE SECOND PARTY to accept binding orders
from customers on their behalf.

2.THE FIRST PARTY's Rights and Obligations:

(1) Products Info: THE FIRST PARTY is obliged to provide all the information necessary when
listing a product on Cylinderwala. This shall include but is not limited to, a detailed title and
sub-title, price, quantity, picture and description. THE FIRST PARTY must never knowingly
deceive a potential customer by misrepresenting their product/s. THE FIRST PARTY must
notify THE SECOND PARTY of any changes to the detail of their listings while uploaded on
the site.
(2) Intellectual Property Rights: THE FIRST PARTY guarantees that information listed on THE
SECOND PARTY relating to his products satisfies all legal requirements, and in particular
satisfies information requirements for consumer protection and also guarantees that the
information provided by him does not violate any third party's intellectual property rights
including Trademarks, Copyright, Patent and Design.
(3) Trade Laws: THE FIRST PARTY further guarantees that his products are imported and/or
being sold in Bangladesh in compliance with all the existing laws in force for the time being
including Trade Marks Act 2009, Customs Act 1969, Import Policy Order 2012-2015.
(4) Inventory Mgt: THE FIRST PARTY shall be responsible for keeping an up-to-date inventory of
all their products listed on THE SECOND PARTY’s website. Repeated stock-outs (more than
20% of attempted sales) shall result in the removal of THE FIRST PARTY and all their products
from THE SECOND PARTY platform. In order to maintain their reputation for quality and high
standard of service, THE SECOND PARTY reserves the right to terminate the relationship with
THE FIRST PARTY if THE FIRST PARTY repeatedly receives bad reviews or complaints (more
than 10 bad reviews within a 30 day-period) or fails to comply with other THE SECOND
PARTY standards.
(5) Order Processing: THE SECOND PARTY shall process orders and arrange picked-up or
dropped off with all reasonable care the moment receipt of confirmation of sale is received
through the ONLINE SELLER CENTER. Orders shall be confirmed through ONLINE SELLER
CENTER and dropped off or picked up (according to THE FIRST PARTY’s preference). If THE
FIRST PARTY cannot fulfill an order submitted to him, he must notify THE SECOND PARTY
through the ONLINE SELLER CENTER.
(6) Range of Product Listing & Prices: THE FIRST PARTY agrees to adhere to their range of
products and prices as provided to THE SECOND PARTY and as described on their listing on
the website.
(7) Guarantees of Criminal Offence: THE FIRST PARTY guarantees that there are no ongoing
criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the
products they are selling through the platform.
(8) Products Authentication & Warranty: THE FIRST PARTY assures THE SECOND PARTY that he
shall provide only genuine products on Cylinderwala. If THE FIRST PARTY identifies a replica
sold by THE SECOND PARTY on Cylinderwala, THE FIRST PARTY reserves the right to remove
it immediately. THE FIRST PARTY is responsible to provide any ‘after sales service’ or
 ‘warranty’ for his products in compliance with Trade/Business Rules.
(9) Import Laws: THE FIRST PSRTY assures THE SECOND PARTY that he shall provide only those
products on Cylinderwala which are being imported into Bangladesh with proper permission
from relevant authorities and concerns and also after paying customs duties and all other
levies and charges applied thereto and in compliance of all the relevant laws.
(10) Pick & Delivery: Second party will pick up the product from the warehouse (Given by the
first party) and Deliver it to the customer If the delivery address is outside of Dhaka then
the product will be delivered by the distributor. First party will give minimum 10 seller
center in Dhaka. Address of the seller center is given below:
3. Price and Charges : Monthly a special discount price will be given
(1) Pricing & Commission: The First party is given to Second Party by Dealer Price and the
SECOND PARTY are Requesting that there will be a gap of 200Tk in between selling price and
purchase price.
(2) Fees: THE SECOND PARTY may start charging additional fees for the sale of goods through
THE SECOND PARTY platform at any point. These may include but are not limited to, listing
fees, multiple photos fees and enhanced marketing fees subject to approval of THE FIRST
PARTY. In the event of the introduction of further fees, THE FIRST PARTY shall be notified
prior to their commencement in writing 30 days earlier and they shall have the option to opt
out.
(3) Price Adjustment Notification: THE FIRST PARTY reserves the right to adjust the percentage
commission, providing suitable notice of 15 days is served in advance to THE SECOND PARTY.
THE SECOND PARTY shall give THE FIRST PARTY adequate notice of any commission changes,
in writing.
4. Return and Rejects
(1) Customer Rejects: In case of customer rejects, where the customer refuses to collect the
product at delivery, THE SECOND PARTY will return the products to FIRST PARTY and it will
be treated as a failed delivery.
(2) Customer Return: In case of customer returns, where the customer accepts the product but
later returns; THE SECOND PARTY will check the product’s condition and if it fulfills THE
SECOND PARTY’S return condition as mutually agreed with THE FIRST PARTY, THE SECOND
PARTY will send the product back to THE FIRST PARTY.
(3) Return: In both cases as discussed in 4(1) & 4(2), THE SECOND PARTY shall have the right to
returned these products to THE FISRT PARTY in its original conditions and THE FIRST PARTY
shall be liable to adjust or refund the payment made by THE SECOND PARTY against such
returned products as discussed in clause 5.

5 Invoicing and payment

(1) Invoice: THE FIRST PARTY shall prepare separate invoices/bill for each product picked up by
 THE SECOND PARTY in the customer’s name and shall submit these invoices/bills during the
time when THE SECOND PARTY picks up the products.
(2) Invoice Communication Channel: THE SECOND PARTY's invoices may be delivered by email,
online, fax, post or in person. They include THE SECOND PARTY's claims on THE FIRST PARTY,
commission and if applicable, other fees as stated in Section 3.
(3) Payment Inclusions: For THE SECOND PARTY Marketplace the payment to THE FIRST PARTY
shall be made, after deductions of commissions and other such applicable fees, or at the
agreed dealer/commission price at the time of picking up the products for confirmed orders
or at such interval as mutually agreed between THE PARTIES.
(4) Payment Adjustment: The SECOND PARTY shall have the right to adjust the paid prices for
the Returned products with such payment made to THE FIRST PARTY and if there is no
confirmed orders for a period of one month, THE FIRST PARTY shall refund the payment
made by THE SECOND PARTY against the entire products returned. Such
payment/adjustment shall be made after receiving return statement along with the return
sheet duly signed by THE FISRT PARTY from THE SECOND PARTY.
(5) Payment Receivable: In case THE FIRST PARTY receives the payment of sold
products/services on THE SECOND PARTY directly, THE FIRST PARTY is bound to pay the
agreed commission to THE SECOND PARTY within ……. Days or twice in a week of receiving
such payment.
(6) Payment Channel: Payments shall be made by mobile money transfer (like bkash, rocket)
bank transfer or cross cheque payable to THE FIRST PARTY.

§6 Liability and/or Indemnity

(1) Indemnity: THE FIRST PARTY indemnifies THE SECOND PARTY from all claims arising in
relation to matters outside THE SECOND PARTY's control, including but not limited to the
quality of goods and services provided by THE FIRST PARTY. THE FIRST PARTY further
indemnifies THE SECOND PARTY from third parties' claims resulting from any violation of
laws and regulations by THE FIRST PARTY.
(2) Service Guarantee: THE SECOND PARTY cannot guarantee that their service shall be free
from all malfunctions but shall exercise all reasonable care and skill to resolve any such case.
(3) Illegal Products: THE FIRST PARTY indemnifies THE SECOND PARTY from every liability if
importing and/or selling of his products tantamount to infringement, smuggling and/or
contravene any law of this land.
(4) VAT & TAX: VAT & Tax liability relating to selling the products using SECOND PARTY’s
platform rests with THE FIRST PARTY and THE SECOND PARTY shall not be responsible for
any VAT and other Tax issues.
(5) Defect: If the customer finds the product in broken/damaged/malfunctioning/defective or
in any condition not matching the description provided in the website and immediately
 returns the same; THE SECOND PARTY will return the product to THE FIRST PARTY and
cannot be held liable.

7. Privacy
Both parties are obliged to treat confidentially the content of this agreement, as well as all
other information and data they acquire in connection with the partnership, and not use it for
purposes outside the scope of this contract or pass it on to third parties. This obligation is in
force for 2 year after the termination of the contract. Both parties are obliged to follow privacy
laws and handle accordingly all data related to customers, suppliers and business partners.

8 License
(1) THE SECOND PARTY has the right to freely maintain THE FIRST PARTY's listing and ranking on
the website. THE SECOND PARTY offers customers the opportunity to give ratings and
reviews of THE FIRST PARTY's goods and services on the website and has the right but not
the obligation to publish these online and make them visible to all customers. THE SECOND
PARTY reserves the right to delete ratings and reviews.
(2) THE SECOND PARTY may scan, transcribe, and publish online THE FIRST PARTY's listings,
logos and other materials required. THE FIRST PARTY grants to THE SECOND PARTY a royalty-
free, perpetual, unrestricted license to use and distribute any materials provided by him, for
the purpose of advertising THE SECOND PARTY's service. In particular, this includes use in
Google AdWords campaigns, domain name registrations and other online marketing and
search engine optimization measures.
(3) Both parties shall be provided latest Trade License, VAT certificate, TIN certificate & any
other relevant license, certificates, in need.

9. Terms and Termination

(1) This agreement is valid as soon as THE FIRST PARTY signs the contract, or fulfils an order
referred by THE SECOND PARTY, and remains valid for a period of 2 years. Termination can
occur at any time, with a period of notice of one month, in writing, by email, post or fax. The
revenues generated during this notice period are still subject to the partnership agreement.
The right to immediate termination by either party for important cause (any action with
legal implications such as tax evasion, dealing counterfeit goods, bankruptcy, etc.) remains
unaffected.
(2) The right to immediate termination in particular covers the case where THE FIRST PARTY
repeatedly receives negative ratings and reviews on the website as stated in §2 (4), and
when these are not obviously unjustified and are backed by substantial evidence.
Repeatedly providing misleading information or withholding information required to present
 THE FIRST PARTY's items is also grounds for immediate termination. Typos, mistakes and
transmission errors are excluded from this, as long as they are not caused with intent or by
gross negligence.

10. General
(1) If a single clause in this agreement is invalid, both parties shall endeavor to replace the
invalid clause by a valid one that reproduces as closely as possible the intended economic
meaning of the invalid clause. The validity of the rest of the agreement remains unaffected.
This applies in particular if the agreement is found to be incompleted.
(2) THE SECOND PARTY reserves the right to modify their general terms and conditions without
giving any justification. In that case, THE SECOND PARTY shall give THE FIRST PARTY
adequate notice via email. The notice shall contain advice on the right and period of
objection to the changes, and on the consequences of leaving unexercised the right to
object. The changed terms and conditions are considered agreed by THE FIRST PARTY if they
do not object to them in writing within 2 weeks of receiving notice of the changes.
(3) Any terms and conditions of THE FIRST PARTY are not part of this agreement unless THE
SECOND PARTY expressly agrees to adhere to them in writing.

IN WITNESS WHEREOF, the parties hereto have set their hands on the date, month and year
first above written.

For & on behalf of ………………………….. For & on behalf of Cylinderwala

Authorized signature & seal Authorized signature & seal

Name: Name:
Designation: Designation:

In presence of witnesses: In presence of witnesses:

1. ____________________ 1. ___________________
Name: Name:
Designation: Designation:
2. ____________________ 2. ____________________
Name: Name:
Designation: Designation: