• The Company means Sigma Solutions, BIN: 002327666-0102 with its registered office at House: 01, Road: 13, Dhaka Square, Sector: 01, Uttara, Dhaka-1230, Bangladesh
• The Customer or The Client or The Provider means any business corporation or individual conducting a business who purchased and/or uses the services of the Company.
• The Licensing Agreement means an Agreement between the Company and the Customer, under which the Customer is granted a license for the Services.
• The Parties mean the Company on the one hand and the Customer on the other. So as to avoid doubt, both Parties declare that they conclude the Licensing Agreement in connection with their business.
• The Contractual Relationship means a legal relationship between the Company and the Customer established by the Licensing Agreement.
• Customer Personnel refers to the customer, its employees, contractors, or other Persons within Customer’s control collectively.
• Confidential Information means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”.
• Disclosing Party means the party disclosing Confidential Information to the other party, including any Affiliate of such other party.
• Receiving Party means the party receiving Confidential Information from the other party, including any Affiliate of such other party.
• Documentation means any manuals, instructions or other documents or materials that Company provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or Company Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
• Intellectual Property Rights means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world
• Company Materials means the Service Software, Documentation and Company Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Company or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Company Systems. For the avoidance of doubt, Company Materials do not include Customer Data

• The Company agrees to carry out the Assignment in accordance with the Terms of Reference.
• The Client agrees to cooperate with the Company in the performance of the Company’s services and to give such support, facilities and information as may be reasonably required.
• The Customer is entitled to order the Services in the following manner:
  • by a written order delivered to the Company or a scanned written order delivered to the Company’s email address indicated for this purpose on the Company website
  • by an electronic order through the Company’s web interface
  • by telephone, on condition that all the essential elements set out below are agreed on and provided, and accepted by the Customer and the Company, and on condition that the Company makes this way of ordering a Services available in the country where the Customer intends to use the Services
• The following details are considered as essential elements to be included in the order:
  • Customer identification – company name/trade name, company registration number, registered office/place of business, email address of the Customer, name of the person representing the Customer, telephone number
  • name of the Services and, where applicable, the version and period for which the license for the Services is to be granted
  • price and method of payment for the license for the Services
• The following are the rights and obligations of the customer:
  • The Customer is entitled to use the Services solely for its own needs and only for the purpose for which it was intended.
  • The Customer acknowledges that the software of the Services is owned by the Company and protected by legal copyright
  • The Customer is forbidden to tamper with the Services of the Company in any way, make any modifications thereto that are not related to the Customer’s settings, create copies, duplicates, or imitations of the services, or interfere with the functioning of the Services in any way or perform any reverse engineering. The Customer is not entitled to rent or transfer the license for the Services without the prior written consent of the Company
  • A Customer who has concluded a valid Licensing Agreement with the Company is provided with a license for the Services which is non-transferable, non-exclusive, and valid in the country where the Customer uses the Services, and which is provided only insofar as to permit the proper use of the Services by the Customer. The period for which the license for the Services is granted is set out in the Licensing Agreement
• The Customer is under an obligation to inform the Company without undue delay of the following:
  • any change in its details, i.e., in its title/trade name/name, registered office/place of business or, where appropriate, other details provided to the Company in connection with this Agreement or any change thereof or during the performance of any Service provided by the Company
  • any change of the contact person or replacement or discharge of the proxy or expiration of any authorization which was granted by the Customer, and which may be used when dealing with the Company; this obligation also applies to an authorization, if any, to act on behalf of the Customer which has not yet been entered in the Commercial Register, another public register, or a similar foreign register
  • any facts and/or changes which may be reasonably assumed to have a significant impact on the provision of the Services by the Company or any changes or events which it may reasonably be assumed can adversely affect the Customer’s ability to fulfil its obligations to the Company (e.g., a request to open insolvency or enforcement proceedings against the Customer, etc.)
• The Customer is required to acquaint itself without undue delay with the content of every message delivered to it by the Company, including messages delivered to its customer account accessible on the Company’s web interface. To this end, the Customer is under an obligation to check its customer account regularly
• The Customer is not entitled to use the Services in a way that could destroy, disable, overload, disrupt, damage, or otherwise restrict or threaten the Services or the data network with which the Customer works when using the Services, or which could prevent, restrict, or threaten the use of the Services by other customers
• The Customer is not entitled to use the logo, name, trade name or other details of the Company on any of its advertising or other materials without the prior written consent of the Company
• The Customer is encouraged to back up and archive data obtained through the Services regularly and then verify whether an error-free data backup was created
• The Customer acknowledges that failure to use the Services, if any, does not give rise to any compensation, refund, discount, or reduction in the price of the license for the Services or a refund of any payments by the Company

Neither Customer, nor its employees, contractors or other Persons within Customer’s control shall access or use the Services or Company Materials except as expressly permitted by the Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, neither Customer nor Customer Personnel shall:

• Copy, modify, or create derivative works or improvements of the Services or Company Materials, except as the Agreement expressly permits.
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Company Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service, except as the Agreement expressly permits.
• Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Company Materials, in whole or in part.
• Bypass or breach any security device or protection used by the Services or Company Materials or access or use the Services or Company Materials other than by an Authorized User through the use of his or her own then valid Access Credentials.
• Input, upload, transmit or otherwise provide to or through the Services or Company Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code.
• Damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Company Systems or Company’s provision of services to any third party, in whole or in part.
• Remove, delete, alter, or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Company Materials, including any copy thereof.

• Access or use the Services or Company Materials for purposes of competitive analysis of the Services or Company Materials, the development, provision or use of a competing software service or product or any other purpose that is to Company’s detriment or commercial disadvantage.

  Use the Services for any purpose that may:
  • menace or harass any person or cause damage or injury to any person or property
  • involve the publication of any material that is false, defamatory, harassing or obscene
  • violate privacy rights or promote bigotry, racism, hatred, or harm
  • constitute an infringement of intellectual property or other proprietary rights
  • otherwise violate applicable laws, ordinances, or regulations.

• Services and Company Materials: Except as explicitly set forth herein, all right, title and interest in and to the Services and Company Materials, including all Intellectual Property Rights therein, are and will remain with Company and the respective rights holders in the Third- Party Materials
• Customer Data: As between Customer and Company, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to Company’s, its Subcontractor’s, and the Company Personnel’s use of the data solely to perform the Services.

• Confidential Information: In connection with the Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 5.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing: all Company Materials are the Confidential Information of Company and the terms and existence of the Agreement are the Confidential Information of each of the parties.
• Exclusions: Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:
  • was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with the Agreement
  • was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with the Agreement
  • was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality
  • the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information
• Protection of Confidential Information: As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
  • not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement.
  • except as may be permitted by and subject to its compliance with Section 5.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 5.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 5.3
  • safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care
  • ensure its Representatives’ compliance with and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 5.
• Compelled Disclosures: If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall:
  • promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 5.3
  • provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 5.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

• Term: The term of the Agreement commences as of the effective date set forth in the Agreement and shall continue for the time frame set forth in the Agreement, unless superseded or otherwise terminated by mutual written agreement of the parties or pursuant to the termination provisions hereto.
• Renewal Terms: After the initial term of the Agreement, the term of the Agreement will automatically renew for subsequent one-year periods until a party provides at least 30 days written notice prior to the end of the then-current term
• Termination: In addition to any other express termination right set forth elsewhere in the Agreement:
  • either party may terminate the Agreement, effective on written notice to the other party, if the other party breaches the Agreement (including Customer’s failure to pay any amount due under the Agreement), and such breach:
    • is incapable of cure or being capable of cure, remains uncured
    • 30 days after the non-breaching party provides the breaching party with written notice of such breach
  • either party may terminate the Agreement, effective immediately upon written notice to the other party, if the other party:
    • becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due.
    • files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily, or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law.
    • makes or seeks to make a general assignment for the benefit of its creditors
    • applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business

Upon any expiration or termination of the Agreement, except as expressly otherwise provided in the Agreement:
• all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate
• Company shall return to Customer, or at Customer’s written request destroy, all documents and tangible materials containing Customer Data or Customer’s Confidential Information
• Customer shall immediately cease all use of any Services or Company Materials and promptly return to Company, or at Company’s written request destroy, all documents and tangible materials containing any Company Materials or Company’s Confidential Information
• Company may immediately disable all Customer and Authorized User access to the Services and Company Materials
• if Customer terminates the Agreement pursuant to Section 6.3(a) or Section 6.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Company will refund to Customer any pre-paid Fees for Services that Company has not performed as of the effective date of termination