Terms and Conditions

Sheba Pay Customer T & C

This Terms of Use agreement was last updated: 11 November, 2024

The use of Sheba Pay Services provided by Sheba.xyz Services Limited in association with the rightful and licensed owner of the product Sheba Fintech Limited (Sheba Pay) jointly and severally to the customer (hereinafter referred to as the “Customer” or “you”) shall be subject to acceptance of the terms and conditions as detailed herein below (“Terms and Conditions”). By registering to use Sheba Pay Services, the Customer acknowledges that the Customer has read, understood and agrees to be bound by these Terms and Conditions which are ultimately complimentary to the general ‘Terms of Use’ of Sheba.xyz mobile app and/or application, meant to enable you to avail payment services available for end-of-line customer as per relevant laws. For the avoidance of doubt, these Terms and Conditions apply to any kind of use of Services in any platform including but not limited to under its website, mobile application (“App”), electronic communications and/or any other platform through which the Customer availed any Services.

i. “Account” shall mean your Sheba Pay Account meant to be only used for personal purpose.

ii. “Agreement” shall mean these Terms and Conditions together with this registration form.

iii. “Bill Payment” shall mean the Transactions wherein the Customer/uses of the Sheba Pay Services to make payments towards utility bills, merchant payments and any other bill payments as may be allowed by Sheba Pay for personal purposes and not for any business and/or profit-making purposes.

iv. “Charges” shall mean all charges payable for use of Sheba Pay Services.

v. “Customer” shall mean a legal person who is registered and permitted to use the Sheba Pay Services for personal purposes and not for business and/or profit-making purposes.

vi. “Mobile Equipment” means your mobile phone and SIM Card or other equipment which when used together allows access to Sheba Pay Services.

vii. “Mobile PIN” shall mean a secret password that would enable the Customer to securely access and operate their Account.

viii. “MSISDN” shall mean the mobile station identification number issued to you with the SIM card for accessing the Sheba Pay Network.

ix. “Sheba Pay Services” or “Services” shall mean the services offered by Sheba Pay including but not limited to the issuance and redemption of E-Money and the transfer of E-Money between Customers on the basis of transfer instructions including the recording of all transactions, verifying and confirming all transactions concluded and updating Customer records and other service as may be introduced from time to time.

x. “Sheba Pay System” shall mean the proprietary mobile money system operated, owned and maintained by Sheba Fintech Limited.

xi. “Transaction/s” shall mean any credit or debit of money balances in the Customer’s Sheba Pay Account including but not limited to money transfer payments and receipts, payments for goods and services, utility payments, deposits and withdrawals.

xii. “Website” shall mean the website owned, established and maintained by Sheba Fintech Limited and Sheba.xyz.

xiii. All references to singular include plural and vice versa and the word "includes" should be construed as "without limitation".

xiv. Words importing any gender include the other gender.

xv. Reference to the Terms and Conditions shall mean and include the Terms and Conditions inclusive of any amendments made therein.

xvi. Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force.

xvii. All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of these Terms.

xviii. Sheba Pay is a system operated by Sheba Fintech Limited which provides for an affordable, reliable and speedy facility for the transfer of money value from one place to another and from one person to another subject to Sheba Pay’s customer acceptance policy, Sheba Pay Services are available to all members of the public in Bangladesh. The E-Money pushed/pulled is recorded in an account registered by Sheba Pay in the name of the Customer (a “Customer Account”). The Customer shall not assign or transfer his/her Account or the Services or otherwise grant any third party a legal or equitable interest over it. The Customer grants express authority to Sheba Pay or a third party engaged by Sheba Fintech Limited for carrying out transactions and instructions authenticated by providing the Mobile PIN.

xix. The Customer shall be the sole and exclusive owner of the Account and the Customer shall accept sole responsibility for use, confidentiality and protection of the Mobile PIN. The Customer shall not disclose the Mobile PIN to any other person and shall not respond to any unauthorized SMS/ e-mail/ phone call in which the Mobile PIN is asked for.

xx. Sheba Pay shall, in no manner whatsoever, be held responsible or liable, if the Customer incurs any loss as a result of the Mobile PIN being disclosed/ shared by the Customer with any unauthorized persons or in any other manner whereby the security of the Mobile PIN is compromised.

xxi. The Customer must ensure the availability of sufficient funds (including service Charges thereon, if any) in the account before initiating any Transaction.

xxii. The Customer shall not use the Services for any purpose that might be construed as contrary or repugnant to any applicable law, public policy or for any purpose that is contrary to Sheba Pay policy or might prejudice the goodwill of Sheba Pay.

xxiii. The customer will be required to accept the Terms and Conditions of use for the Sheba Pay services , which acceptance will constitute a legally binding Agreement between the Customer and Sheba Fintech Limited. All prospective Customers are also advised to read and fully understand the same prior to subscribing for Sheba Pay Services. SFL bears no responsibility or liability for any default or negligence on the part of Merchants, or any other third party in providing or involved in the provision of the Sheba Pay Services. SFL may decline the Customer to register Sheba Pay Account, if the customer does not provide sufficient proof of identity or provide any other information/document, as required, and where Sheba Pay is at its absolute discretion declines to register the Customer.

xxiv. As part of the registration process for Sheba Pay Services, a Customer will be provided with a one-time secret PIN (Start Key) for activation of the Sheba Pay Services and will be registered as a Customer. The Customer will use this Start Key to activate his or her Sheba Pay Account and choose a secret PIN for transacting the Customer Account. Upon activation of a Customer Account, the customer will be granted access to the Sheba Pay Services menu which will be accessible . You may not affect any Transactions from your Account in the event that you do not have sufficient E-Money in your account to meet the value of the Transaction and Charges applicable thereto.

xxv. Sheba Pay will verify and confirm all Transactions affected from your Account Sheba Pay records will be taken as correct unless the contrary notice, in writing, is provided by the Customer.

xxvi. Sheba Fintech Limited shall not be liable for any failure to reverse or charge-back any Transfer Instruction for any reason including in the event of any dispute with any other Customer or Merchant. The Customer shall be fully responsible for resolving any disputes arising with any other Customer or a Merchant or any other third party.

xxvii. Customers shall open the Account with any applicable minimum amount as may be specified by Sheba Pay. The Customer shall be responsible to maintain any applicable minimum balance in the Account as may be specified from time to time. The Customer shall cease to have access to the Account through any access channel e.g., App, Unstructured Supplementary Service Data (“USSD”), Interactive Voice Response (“IVR”) etc. in the event the mobile number as provided by the Customer during registration is no longer operational. The Transaction and the Transaction limits for the operation of the Account shall be set at the sole discretion of Sheba Pay and Transaction limits shall be communicated to the Customers in a manner deemed fit and proper by Sheba Pay.

xxviii. The Customer confirms and acknowledges that she/he would receive statement of his/her Account only upon his request and Sheba Pay may charge a fee for providing physical statement to Customer as per charges as may be specified Sheba Pay reserves the right to close or freeze the Account and the Services pertaining to the same for reasons which may include, but not limited to, the following: a) In case any of the documents furnished towards identity and address proof are found to be fake / forged / defective; b) Improper conduct of the Account in terms of volume / type of transactions/any other reasons; c) Breach of these Terms and Conditions or unsatisfactory conduct of the Account. d) As required by law enforcement authority, regulator, or competent court. Upon closure of the Account for any of the reasons specified above or otherwise, the Customer shall take steps to collect the balance amount in the Account.

xxix. Sheba Pay recognizes the importance of protecting the privacy of all information provided by Customers.

xxx. Sheba Pay collects, retains, and processes personally identifiable information that we use to profile Customers and administer Accounts, to provide the best possible Customer experience of our Services, update Sheba Pay databases, and provide User support. Sheba Pay may also collect, retain, and process device information which includes but not limited to device ID, device type including the hardware model, operating system and version, unique device identifiers and mobile network information, location, geo-location information, computer and connection information, statistics on page views, traffic to and from the sites, ad data, IP address, information collected by cookies and other tracking technologies, standard web log information and other identifying information about the computer or device that the Customer may use to access the Account which shall be tracked for helping us detect possible instances of unauthorized transactions. Sheba Pay may also collect non-personal information. When Customers use the Sheba Pay Services, third-party service providers, e.g. Google Analytics and other entities may also receive and record non-personal information from cookies, server logs, and similar technology from the Customer’s browser or mobile device, including your IP address. Save as for the purposes of providing Services to Customers or as provided under these Terms and Conditions or as otherwise required as per applicable law, Sheba Pay will not share your personal information with unauthorized persons and adequate safeguards have been put in place to prevent unauthorized access and to ensure confidentiality of your personal information. However, you acknowledge that by using the Sheba Pay Services, your personal information will be collected, retained, and may be passed on to a third party in furtherance of providing Services, or as provided under these Terms and Conditions, or as required as per applicable law including without limitation, agents or employees of Sheba Pay and the vendors of the Sheba Pay. You hereby authorize Sheba Pay to share with, provide or disclose to third parties with which you have separately contracted or with which you intend to contract (and have informed Sheba Pay of this intention in writing or electronically through the Sheba Pay System), your personal information including any Transaction data, information pertaining to you or your Sheba Pay Account, or your usage of Sheba Pay Services provided that the authority given to Sheba Pay to disclose information to such third parties (not being a law enforcement, investigative or regulatory authority). You acknowledge that Sheba Pay may verify your identity information through publicly available and/or restricted government databases in order to comply with regulatory requirements. You accept that Sheba Pay shall have the right to monitor your account usage and may disclose personal information to local law enforcement or investigative agencies or any competent regulatory or governmental agencies to assist in the prevention, detection or prosecution of money laundering activities, fraud or other criminal activities.

xxxi. You are responsible for the payment of all applicable fees which are subject to change without any prior notice. Sheba Fintech Limited’s Customer Care department will be on hand to assist you with the fee schedule if you are uncertain about the applicable fee. All fees are deducted at source and are subject to change at any time at Sheba Fintech Limited’s sole discretion and without any prior notice. Fees payable on each Transaction will be deducted from your Account at the completion of each Transaction. Your new balance on completion of the Transaction shall be notified to you through App or by SMS or any other platform.

xxxii. All intellectual property rights in the Sheba Pay Service including the Sheba Pay trademark are the property of Sheba Pay and/or its affiliates. Any unauthorized reproduction, modification, distribution or republication of Sheba Pay materials or intellectual property, without the express prior written consent of Sheba Pay and/or its affiliates is strictly prohibited.

xxxiii. The Customer shall be liable to Sheba Pay for losses, expenses or damages and agree to indemnify, defend and hold harmless Sheba Pay and /or the Sheba Pay agent harmless from any and all claims, losses, damages, liabilities, costs and expenses, including and without limitation legal fees and expenses arising out of or related to its use or misuse of Sheba Pay Services, violation of these terms and conditions or any breach of any representations, warranties and covenants made by the Customer. The Customer shall indemnify Sheba Pay against any fraud or any loss or damage suffered by Sheba Pay due to the failure on the part of the Customer to communicate correct permanent or communication address and/or failure on the part of the Customer to communicate any change/alteration in the said permanent or communication address. Sheba Pay shall not be held responsible for any loss arising from any failure, malfunction, or delay in any cellphone networks, cellphones, the Internet or terminals or any of its supporting or shared networks, resulting from circumstances beyond our reasonable control.

xxxiv. Sheba Pay makes no express or implied warranty, guarantee, representation or undertaking whatsoever regarding the services, which are not expressly mentioned herein. Sheba Pay shall not be responsible for any acts or omissions of any third-party including Agents/distributors/retailers/Merchants etc. with regard to services which are not expressly authorized by Sheba Fintech Limited. Sheba Pay shall not be liable to the Customer or any other person for any incorrect information provided by the Customer to Sheba Pay pertaining to Sheba Pay Services, any delays, loss of business, profit, revenue or goodwill, anticipated savings, damages, fees costs, expense, etc. or for any indirect or consequential loss, howsoever arising, on account of unavailability/usage of Sheba Pay Services or otherwise. Sheba Pay shall not be responsible in any way for the products or for any site from any Merchant Establishment from which they are purchased, or for any charges, taxes or other duties relating to the Transactions. The Merchant Establishments are solely responsible for all information in relation to the products, for the products themselves and their supply and sale to the Customer. Any dispute with or complaint against any Merchant Establishment must be directly resolved by the Customer with the Merchant Establishment. It is clarified that Sheba Pay shall not be responsible or be liable for any deficiency in goods and/or services purchased using a Sheba Pay Account. The Customer is instructed to satisfy himself regarding the quality, quantity and fitness of any good and/or service before purchasing the same. In any further, Sheba Pay’s aggregate liability relating to Sheba Pay Services shall not exceed the total price paid or payable in consideration of Services provided by Sheba Pay. The Terms and Conditions herein shall be subject to the notifications/guidelines issued by the Central Bank of Bangladesh, from time to time.

xxxv. The Customer acknowledges and agrees that Sheba Pay may be unavailable from time to time for any reason including, without limitation, routine maintenance. The Customer understands and acknowledges that due to circumstances both within and outside of the control of Sheba Pay, access to Services may be interrupted, suspended or terminated from time to time.

xxxvi. The Customer further acknowledges and agrees that Sheba Pay does not make any warranty that any platform through which Sheba Pay is accessed, is free from viruses or anything else which may have a harmful effect on any device.

xxxvii. Sheba Pay does not assume responsibility for functionality which is dependent on the Customer’s browser or other third party software to operate. For the avoidance of doubt, the Customer may also withdraw any information or voucher from the platform at any time.

xxxviii. Sheba Pay reserves the right to block access to and / or to edit or remove any material which in our reasonable opinion may give rise to a breach of this agreement, for the protection of other Customers, or for any other purpose as Sheba Pay may deem fit and proper.

xxxix. Sheba Pay shall at their sole discretion alter, modify or amend these Terms and Conditions from time to time and the same shall be updated and displayed by Sheba Pay on its Website. Sheba Pay may modify, terminate and/or suspend Sheba Pay Services anytime with or without prior notice, due to any changes in internal policies, rules, regulations and laws set by relevant authorities/regulators or if it is found that you are are involved in any kind of illegal activity and/or use this account for any purpose other than personal ones. Your continued access or use of Sheba Pay Services after posting the updated terms and conditions of this Agreement constitutes your consent to be bound by this updated terms and conditions of the Agreement. If you do not agree to the terms and conditions, please do not use or access our Platform.

xl. If any part of these Terms and Conditions are adjudged illegal or inoperable for any reason, the same shall be severed from the remainder of this document and only that portion of this document that is specifically adjudged illegal or inoperable shall cease to govern the relationship between Sheba Pay and the Customer.

xli. Sheba Pay shall have the paramount right of set-off and lien, irrespective of any other lien or charge, present as well as future, on all the balances lying in the Account of the Customer, to the extent of all amounts payable by the Customer arising as a result of any of Sheba Pay services extended to and/or used by the Customer or as a result of any other facilities that may be granted by Sheba Pay to the Customer.

xlii. Sheba Pay shall inform the Customer of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. “Force Majeure Event” means any event due to any cause beyond the reasonable control of Sheba Fintech Limited, including, without limitation, unavailability of any communication system, breach or virus in the processes or payment mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorized access to computer data and storage device, computer crashes, breach of security and encryption, etc. ii. Sheba Pay shall not be liable for any failure to perform any of its obligations under these terms or the specific terms and conditions if the performance is prevented, hindered or delayed by a Force Majeure Event and in such case its obligations shall be suspended for so long as the Force Majeure Event continues.

xliii. Sheba Pay may classify an Account as dormant if there are no Customer-induced transactions for 6 (six) months in that account and take such action it may deem fit and proper.

xliv. In the event of an undelivered service and/or defaulted service, customer shall have to contact 16516 to raise a concern, and upon due investigation, Sheba Pay charge back any amount charged at its discretion.

xlv. The Customer may request for closure of the Sheba Pay Account and Services thereof any time by giving a written notice of at least 15 (fifteen) working days to Sheba Fintech Limited. The termination shall take effect on the completion of the fifteenth day. The user will remain responsible for any Transactions made through the Account until the time of such termination.

xlvi. You may contact Sheba Pay Customer Care line for any disputes, claims or to report Account discrepancies. Sheba Pay shall handle the report in accordance with its standard complaint handling procedures. Any dispute arising out of or in connection with this Agreement that is not resolved by Sheba Pay Customer Care shall be referred to relevant Courts of Bangladesh to be arbitrated and determined by the Courts. To the extent permissible by Law, the determination of the Court shall be final, conclusive and binding upon the parties hereto. Nothing in this section shall be deemed to exclude any legally recognized dispute resolution body from receiving, hearing and determining the dispute. This Agreement shall be governed by and construed in accordance with the laws of Bangladesh.

xlvii. You hereby expressly consent and authorize Sheba Pay to disclose any Transaction data or information pertaining to your Account to any law enforcement, investigative or regulatory authority or any competent Anti-Money Laundering authority for the purposes of any genuine enquiry or investigation or to any third party to which you have separately, either in writing or electronically through the Sheba Pay System or otherwise, authorized Sheba Pay to disclose Transaction data. You acknowledge that where your Account is determined by a competent judicial authority as containing proceeds of any criminal or money laundering activities, Sheba Pay may be required by law to surrender funds in your Account to any statutory fund created for the purpose of recovering the proceeds of crime. You acknowledge that Sheba Pay may retain your Transaction data for a period of up to seven (7) years or as may be required by any law or regulation.

xlviii. DISCLOSURE & DATA RETENTION : Notices in respect of the Account, the Services and facilities in connection with the Account may be given by Sheba Fintech Limited either through App, email, SMS or posting a letter to the Customer’s address. Sheba Pay may also give any notice by posting the notice on their Website and the same will be deemed to have been received by the Customer upon its publication on the Website. All notices in connection with the Services or the Account by the Customer to Sheba Pay shall be in writing and shall be deemed to be received by Sheba Pay on an immediate basis when it is sent through electronic communication or if it is sent to the Customer’s address, only upon acknowledgment of receipt of the same in writing by Sheba Pay as the case may be.

xlix. The interpretation of its terms shall be governed by and construed in accordance with Bangladesh laws.

Sheba Pay Merchant T & C

This Terms of Use agreement was last updated: 11 November, 2024

1. Agreement

Welcome to Sheba Pay and/or Sheba Wallet owned and operated by Sheba Fintech Limited (“SFL”, “we”, “our”, or “us”). These terms enumerating agreement between merchant and us (“Terms”) describe the terms and conditions applicable to the entity or person (“you”, “your”, or “Merchant”) who have registered on the Sheba Pay Platform and/or third-party customers of Merchant(s) (“Customer”) who access or use the facilities of Sheba Pay Platform.

This is a legally binding agreement between you and SFL. Please read these Terms carefully before you start using this Platform and all the payment services offered by it. Please note that the terms and conditions herein apply for download, installation, subscription, update, or use of the Sheba Pay Platform. By clicking “Agree/Accept”, the Merchant/You agree to be bound by these terms and conditions herein. Non-acceptance to the Terms shall disallow the Merchant to use the Platform and any of its payment services. If you fail to comply with the terms and conditions set forth herein, please immediately delete or uninstall the mobile application from your cell phone, tab, or any other device. You must note that upon any non-compliance, you shall immediately become disentitled to use any of the payment service offered by this Platform.

SFL may modify these Terms for any reason-at any time-by posting a new version on the Platform; these changes do not affect rights and obligations that arose prior to such changes. Your continued use of our Services following the posting of modified will be subject to the Terms in effect at the time of your use. Please Review these Terms periodically for changes.

2. Privacy Policy

The agreement to use these terms was last updated on February 1 of 2024. This Privacy Policy Agreement was entered into effect on January 16, 2024.

SFL values the privacy of all your information. All information collected will be held by SFL and used in accordance with our Privacy Policy available – https://www.sheba.xyz/privacy & https://www.smanager.xyz/web/api/terms-and-condition In this Privacy Policy, the information we collect about you when you visit our Platform and use the services available therein will be kept private and only be used for the betterment of the product and services. If you have any questions or comments about the Privacy Policy, please contact us at info@sheba.xyz.

3. Registration and Licensing

3.1 You agree to be responsible for maintaining the confidentiality of your passwords or other account identifiers which you choose and all activities that occur under your account. To create an account and access the Website/App, the Merchant represents that s/he is over the age of 18 and not barred from using the Platform under applicable law.

3.2 In registering an account with us, you represent and warrant that: (a) you possess the legal authority to create a legally binding obligation between yourself and us (or any Merchant/Third Party Provider); (b) if you are an individual and are creating an account for a corporate/business entity, that you are an agent for and act on behalf of the corporate/business entity and that you have the legal authority to create a legally binding obligation between the said corporate/business entity and us (or any Merchant/Third Party Provider); and (c) all information provided by you in connection with such registration is complete, true and accurate. /

3.3 In registering an account with us, you represent and warrant that you have to secure and maintain licenses, permits, authorization etc. required for operation of its business in Bangladesh including valid Trade License, TIN, BIN, NID, Photograph, unique business identification number (UBID) or personal retail account (PRA) number from the appropriate authority. Failure to secure and maintain licenses, permits, authorization etc shall mean immediate termination of the Services.

3.4 If, for any reason, SFL believes that you have not complied with these terms and conditions, SFL may, at its sole discretion, cancel your access to the Platform.

3.5 Merchant agrees to abide by relevant provisions of the relevant Guidelines of Bangladesh Bank, Consumer Protection Rights Act 2009, Digital Commerce Management Guidelines 2021, the Information and Communication Technology Act, 2006, the Digital Security Act 2018, or any applicable rules for operation of the business of the Merchant.

4. Terms of services

4.1 Subject always to your continuing compliance with the terms and conditions herein, SFL grants the Merchants limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Platform to access the Services and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by SFL.

4.2 All Transactions are entered into between the Merchant and Customer or Third-Party Provider. The Merchant or Third Party Provider is and remains the seller and/or supplier of each Product, and SFL are not party to the Transaction or any agreements that may be entered into between Merchant and Customer or Third Party Provider, even if terms may be prescribed by us in respect of such Transactions;

4.3 SFL neither endorses nor assumes any responsibility or liability arising in connection with any Transaction (or any Product in respect of which a Transaction is carried out). Save as expressly provided under these Terms, SFL shall not have any obligation in connection with any Transaction;

4.4 SFL: (i) shall not be responsible for procuring; (ii) do not warrant; and (iii) do not undertake, that Merchant shall comply or have complied (whether in whole or in part) with the terms and conditions governing any Transaction;

4.5 SFL shall not be responsible for any content provided or generated by Merchant on or through the marketplace, though it may notify the Merchant to change the content if it violate this Terms or any third party copyright;

4.6 Each dispute, chargeback, cancellation, refund, and/or return in connection with any transaction shall be the sole responsibility of the Merchant and be subject to such additional policies and guidelines as may be prescribed by us from in connection with the same from time to time;

4.7 All information/details related to business Transactions must be preserved for at least 6 years for ensuring transparency and upon request must be provided to the responsible institution or organization or agency of the government.

4.8 You agree that any payment made on or through any Platform (including any and all payments in connection with any Product and/or the online Store) shall be made using any of the payment methods prescribed by us from time to time, and all charges and/or fees are to be paid in accordance with specific instructions as may be prescribed on the Platform.

4.9 You acknowledge that we can hold any fund as per applicable laws in order to prevent anti-money laundering, terrorist financing and to protect customer’s interest.

5. Prohibited Uses

5.1 You shall not use the Services for any illegal or unauthorized purpose nor may you, in the use of Service, violate any laws, regulations and/or guidelines of Bangladesh (including but not limited to copyright laws).

5.2 If you use the Platform to sell drugs or drug-related products, poison or poisonous products, or any prohibited or illegal products or services SFL shall have the right to withhold the payment or cancel the transaction.

5.3 You must not transmit any worms or viruses or any code of a destructive nature nor share the credentials for using the Platform to any unauthorized person.

5.4 A breach or violation of any of the terms will result in an immediate termination of your Services.

5.5 If SFL determines that the Merchant has provided inaccurate information or enabled fraudulent feedback, we reserve the right to immediately suspend the Merchant’s account and make such declaration on the website necessary for the protection of SFL’s business and in the interest of the Customers.

6. Relationship with SFL

6.1 SFL does not deduct any amount for withholding on income, Value added tax (VAT) or other taxes for Merchant or Customer, each of which is solely responsible for all tax and VAT returns and payments required to be filed according to applicable laws of Bangladesh.

7. Liability

7.1 The responsibility of incorporating your business account into various tools in this mobile application is solely for you and any mistake you make, and the results you receive are solely due to your mistake, the experts involved in creating this application, Sheba Fintech Ltd or its officers, employees will not be responsible.

8. Data Protection and Use

8.1 This mobile app may also collect some of your personal information to use this mobile application and subsequently ensure that you use it seamlessly.

8.2 Contact information access to create your profile and provide loan benefits.

8.3 GEO location information access to place a service order based on your location.

8.4 Camera and gallery access permissions for uploading product images to the inventory management tool. Besides, we are taking this permission to upload the picture when applying for a profile or loan.

8.5 Your customer contact information access to generate reports based on your customer’s transactions.

8.6 You consent to us accessing and/or using certain functionalities on your Device (and the data stored therein and on any cloud based or remote storage accounts) for the purposes of providing you with any Services and the other purposes set forth in this document.

8.7 This information may also be used for research purposes, maintaining your privacy at the national, international level.

9. Intellectual Property Rights

All information and data on the Platform all its contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio and the design, selection and arrangement thereof are owned by are protected by copyright and owned by SFL, its licensors and other providers of such materials. The Merchant must not: a) modify copies of any materials from the Platform; b) use any illustration, photographs, video or audio sequences or any graphics separately from the accompanying text; c) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform; and d) reverse-engineer or otherwise attempt to steal the software/application code of the Platform. Any use of the Platform not expressly permitted by the Terms is a breach of this agreement and may violate copyright, trademark, and other laws.

10. Indemnification

10.1 The Merchant agrees to release, defend, indemnify, and hold the Platform or any person associated with the Platform including its respective affiliates, service providers, owners, partners, directors, officers, agents and employees (collectively as “Indemnified Parties”) free and harmless from and against any claims, liens, demands, causes of action and all losses to the extent arising from or in connection with any or all of: (a) any act, omission or negligence, non-performance and/or delay in the performance of obligations as a Merchant while using the Digital Payment solutions; (b) breach or violation of any of these T&C; (c) any intellectual property rights infringement including but not limited to copyrights, trademarks or any other rights, losses, damages, expenses, fines, fees or liability brought or instituted by a third party against the Platform which is caused or contributed to, by the Merchant through the Merchant’s usage of the Platform or the Merchant’s negligence or wilful misconduct; (d) any violation or alleged violation of any law; (e) violation of the rights of any third party, including patients and third party partners.

10.2 The Platform or any person associated with the Platform, is not liable for any personal injury, including death, attributable to or caused by the Merchant’s use or misuse of the Platform, to the fullest extent permissible by law.

11. Limitation of Liability

11.1 IN NO EVENT SHALL SFL OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, 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 INCLUDING LOSS OF PROFITS, INCURRED BY THE OTHER PARTY, ANY END-USER OF THE SERVICES OR ANY OTHER THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHERWISE, IN CONNECTION WITH OR UNDER THIS TERMS AND CONDITIONS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 SFL SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i)THE MERCHANT’S USE OF OR RELIANCE ON THE SERVICES OR THE MERCHANT’S INABILITY TO ACCESS OR USE THE SERVICES, OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN THE MERCHANT AND ANY THIRD PARTY. IN NO EVENT SHALL SFL’S TOTAL LIABILITY TO THE MERCHANT IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSE OF ACTION EXCEED ONE THOUSAND BANGLADESHI TAKA.

12. Disclaimer

USE OF THE PLATFORM IS AT THE MERCHANT AND CUSTOMER’S OWN RISK. THE WEBSITE/APP IS PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) SFL DISCLAIMS ALL LIABILITY WHATSOEVER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING) NEGLIGENCE OR OTHERWISE IN RELATION TO THE WEBSITE/APP, AND (B) ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS RELATING TO THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY WARRANTY, TERM OR CONDITION AS TO ACCURACY, COMPLETENESS, SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR PURPOSE OR ANY SPECIAL PURPOSE, AVAILABILITY, NON-INFRINGEMENT, INFORMATION ACCURACY, INTEROPERABILITY, TITLE ARE, AS BETWEEN DOCTRINE AND THE DOCTOR, HEREBY EXCLUDED, IN PARTICULAR, BUT WITHOUT PREJUDICE TO THE FOREGOING, SPL ACCEPTS NO RESPONSIBILITY FOR ANY TECHNICAL FAILURE OF THE INTERNET, SECURITY BREACHES BY THIRD PARTY, MERCHANT AND/OR THE PLATFORM; OR ANY DAMAGE OR INJURY TO USERS OR THEIR EQUIPMENT AS A RESULT OF OR RELATING TO THEIR USE OF THE PLATFORM.

13. Severability

If any part of this Terms is construed to be illegal, invalid, frustrated, or unenforceable, for any reason, then, insofar as is practical and feasible, the remaining portions of the Terms shall be deemed to be in full force and effect as is such invalid portions were not contained here.

14. Assignment

The Merchant may not assign any part of its obligation under this Terms to any third party without written consent of SFL. Any attempt to assign, subcontract, or delegate is void in each instance.

15. Termination

SFL may end this legal agreement at any time without citing any reason or suspend the Merchant’s account or cease to provide with all or part of the Services at any time for reasons including but not limited to, if (i) there is a violation of these Terms; (ii) the use of the Platform by the Merchant creates risk or possible legal exposure for SFL; (iii) there is prolonged inactivity on the account, or (iv) SFL’s provision of the Services is no longer commercially viable. Following suspension/termination of the account, SFL will make reasonable efforts to notify the Merchant by the email address associated with the account or the next time the Merchant attempts to access her/her account, depending on the circumstances. After termination SFL and Merchant shall give each other a reasonable period of time to complete the total process of concluding all the services including but not limited to technical support, customer service, any commercial provided by each individual Party and settlement of payment.

16. Communication

You may inquire about any changes, enhancements, additions or additions to this Platform by dialing the number provided in the mobile application. The App Team will seriously review your valuable feedback and send the next update of this mobile app to your mobile via the App Store, making the appropriate changes, enhancements, and additions possible. Provided, however, that SFL or any party associated with Application is not obliged to follow your suggestion or in-app suggestion for change, and you are not obliged to make any changes to the application to reflect your desired changes. The modification of the application or the parties involved in creating this application is solely your own decision in your opinion or suggestion.

17. Governing Law and Dispute Resolution

17.1 The Terms shall be governed by and construed in accordance with the laws of Bangladesh. The courts of Bangladesh shall have exclusive jurisdiction in relation to all disputes or matters arising hereunder, and the parties irrevocably submit themselves to the exclusive jurisdiction of the courts in Bangladesh, for the resolution of any disputes arising under or in connection with this Term.

17.2 In case of any dispute, the Platform encourages amicable settlement of any conflict/s, claims that might arise from the Merchant, SFL or end users including customers. Any such conflict shall be resolved with the assistance or involvement of SfL. For addressing any grievances, or any other issues, transaction disputes the Merchant/ third party service recipient is encouraged to report the same to Customer Support here [ https://www.smanager.xyz/contactus/ ] (“Dispute Notice”). In service of the Dispute Notice, SPL and the Merchant will attempt in good faith to resolve the dispute. If the dispute cannot be resolved by consultation within 28 (twenty-eight) days from the date of commencement of such dispute, then SFL and the Merchant will jointly engage a mediator, for settlement of the dispute through mediation. The procedure for the mediation shall be in accordance with section 89A of the Code of Civil Procedure, 1908 and Mediation Rules 2021.

17.3 Notwithstanding anything to the contrary , in case of a dispute arising between the Merchant and the customer in connection with any service, Merchant acknowledges that SFL has the right to suspend disbursement of any amount that is associated with the dispute transaction, delivery of product and/or rendering of services until the dispute is resolved.

18. Sheba Pay Digital Commerce Rules & Regulation

18.1 To enable transactions through Sheba Pay, Merchant is required to agree with the following conditions:

18.2 The Merchant may catalog products and services on the Merchant Website, and doing so, shall provide appropriate details of the products or services offered including Product prices, Product specifications, measurement of goods, materials, colors, shapes, quality, among others timelines for delivery of the Products, designated place of delivery, etc. Further, information such as pictures, videos, colors, shapes, measurements, weights, materials, etc., of goods and in case of services, service types, service methods, measurement symposia (if any) should be provided. In case of products, details of the quantity of ingredients and ingredients of the product, chemical composition (if possible) etc. should also be provided.

18.3 Usage of products should be clearly specified whether the product contains anything that affects or risks the health of humans and animals or harmful to the environment or whether there are health risks known to children. Merchants cannot sell or supply expired goods or substances, or fake or adulterated products.

18.4 The Merchant must complete the delivery within 48 hours of accepting the payment for the Product, provide a detailed invoice/bill receipt to the Delivery Service Provider, and the warranty/ or guarantee, if available, must accompany the delivered product. Any perishable material has to be delivered by the shortest amount of time possible.

18.5 The Merchant must maintain detail of the delivery record; price of product paid, delivery cost etc, for record and forwarding to Sheba Pay, if required.

18.6 The delivered Product must comply with the specification in the Order, multiple products must be tagged together and no additional delivery charge should apply for individual items.

18.7 The Merchant must not sell Products by taking advance payment unless they are delivered according to the Terms provided herein, and in compliance with the Digital Commerce Management Guidelines 2021.

18.8 The Merchant should provide Phone numbers, emails, or means of non-mailing must be clearly mentioned on a mobile app or platform to receive the complaints regarding non-delivery.

18.9 Any kind of offer, discount, free delivery or any other facility should be clearly mentioned in the product description.

18.10 Merchant shall ensure that within a maximum of 10 (ten) days of receipt of the product price sold at the Merchant Website, shall pay the full price to the concerned supplier of the Product.

18.11 Each dispute, chargeback, cancellation, refund, and/or return in connection with any Product and/or the online store shall be the sole responsibility of the Merchant, and the same must be informed to the Customer.

18.12 The Merchant shall not claim extra money than the value of goods or services that are announced/displayed in the Online Store.

18.13 Any kind of announced discounted sale activity must be implemented immediately. Cashback offer must be executed/implemented within the next 72 hours of payment of the price.

19. Refund

In case of non-conformity of the Products description and/or non-delivery of the Products (except for fault of the Customer to receive delivery on time), the Merchants shall refund the fund, if any, within 7 days of making the payment, through Sheba Pay. SFL and the Payment gateways shall cooperate and coordinate with the Merchant for refund to the Customer for non-delivery. The Customer shall be informed about the refund by email, SMS, phone, or any other methods.

20. Customer Support

Merchant must have a emergency contact details/number for the customers for any queries or support.

21. Force Majeure

Save as otherwise specifically provided in this Agreement, SFL or the Merchant shall not be liable for failures or delays in performing our obligations hereunder arising from any cause beyond our control, including acts of God, acts of civil or military authority, fires, strikes, lockouts or labor disputes, epidemics, pandemics, governmental restrictions, wars, riots, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems (“Force Majeure Event“) and in the event of any Force Majeure Event, the time for Merchant performance may be extended at their sole and absolute discretion for a period equal to the time lost by reason of the delay. The Customer must be informed regarding the non-delivery due to Force Majeure without 48 hours.

22. Terms of Service

Sheba Pay reserves the right to terminate service or account for a merchant from Sheba Pay (SFL platforms) with notice, if these following events take place:
1. Violate any rules and guidelines as prescribed by the respective Nominated Authority such as Bangladesh Bank, Bangladesh Trade commission or any other Bank/Card Issuer or any other which may be nominated by the Sheba Pay from time to time.

2. Violation of Sheba Pay Digital Commerce rules and regulations stated and issued through Sheba Pay platform

In Violation of rules and guidelines stated and issued by Sheba Pay or the governing body of Bangladesh, merchants, who are subscribed to or availing service, may result in –

■ Accounts blacklisted or suspended; or
■ The Services are suspended; or
■ Transaction halted for investigation; or
■ Monetary request halted for investigation; or
■ Confiscation of funds which will result in refund; or
■ Reporting and alerting authority resulting in prosecution
■ Prevention of rendering service of Sheba Pay to the merchants from providing the Services, which may be ordered by authority or invokes restrictions due to any change in law or regulations,

23. Merchant’s Engagement Restriction

23.1 Make any warranty or representation whatsoever in relation to goods or services, which is not supported by any evidence (Warranty Card) supplied by the Merchant which may bind Sheba Pay.

23.2 Impose a surcharge or fee for Card or other payment method without prior approval of the Sheba Pay.

23.3 Submit a transaction or sale that has been previously charged back.

23.4 Process a Transaction on behalf of another person including another merchant or Allow another person to use the Merchant Facilities except under a bona fide agency arrangement.

24. Contact Information

For questions or requests regarding this Privacy Policy and Terms of Use, please contact us at:
Email: info@sheba.xyz
Phone: 16516

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