Grameenphone API Service Agreement: DOB API
1.Scope of Agreement
2.Definitions
3. Responsibility of GP
- GP Shall make the DOB API available for the Partner through Developer web portal, from where Partner can securely access the API and Integrate with services.
- GP shall make available the required credentials, Product IDs and other parameters for Partner to identify and charge different services to the customers.
- GP shall provide a regular report to Partner to understand user numbers and transactions through the API Service.
- GP may at its own discretion decide to promote any Partner Service to its customers through campaigns or marketing channels.
- GP shall make payment to the partner periodically according to the Payment section of this Agreement.
- GP shall forward customer complaints regarding the services to the Partner for ensuring proper customer support
- In case of charging complaints GP shall refund the customer directly according to GP’s refund policy and adjust the refunded revenue during next Payment cycle. For any such refund reconciliation GP’s decision shall be final and binding.
- GP shall reserve the right to discontinue API service to any service which is in violation of any applicable laws or any terms as mentioned in this Agreement.
- GP reserves the right to amend this Agreement as and when GP deems reasonably necessary.
4. Responsibility of Partner
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Partner shall comply with all applicable laws and the licensing requirements of Bangladesh including but not limited to the licensing requirements in respect of the Application as stipulated by any regulatory authorities, copyright, trademark, data protection, privacy, patents and other intellectual properties for the services provided using the API Service as part of this Agreement.
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Partner shall avail proper regulatory approvals for DOB before offering the Service integrated with GP’s API to Customers. Partner shall be solely responsible and liable to any relevant regulators for complying with regulatory approval requirements for offering the Application in the Territory.
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Partner shall be solely responsible for promoting their Application or Service at its own cost and expense.
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Partner shall be solely responsible to provide feedback of Customer query/complains within 24 hours from the time of such query/ complain has been raised by Customer.
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Partner shall grant GP a non-exclusive, royalty-free, non-transferable license to use the trademarks and logos depicted in the trademark guideline solely for the marketing and distribution of the services.
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Partner shall co-operate with GP and / or Government Authorities in case of any requirement for reporting or investigation alleging a violation of any law, rule, regulation or directive while providing the service in connection to this Agreement.
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Partner shall make available applicable End User terms including GP’s API Service End users Terms and where applicable, Service Provider’s Privacy Policy, for the Services offered to end users.
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Partner shall comply with the Partner Service or Application Specific Terms as described in Annex 3 to this Agreement to ensure Applications shall always conform to the socio-cultural values, norms, practices, beliefs and heritage of Bangladesh.
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Partner unequivocally agrees that it shall ensure uninterrupted delivery of the Content. In the event of any dispute between Partner and Content Owners or change in Control of Partner:
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it shall be the responsibility of Partner to take all necessary steps to ensure continuity in provision of the Content. Any failure of Partner to comply with the obligation set out in this Clause shall be deemed to be a material breach of this Agreement. Upon a failure by Partner to ensure continuity in delivery of the Content as required under this Clause GP shall be entitled, in addition to its other rights under this Agreement, to procure the Content directly from Content Owners.
5. Business Model for DOB API Service
6. Payment and Tax
6.1 Payment Terms:
- All payments shall be made in Bangladesh Currency, i.e. in Taka.
- The payment shall be made within 60 (sixty) Days from the receipt of correct invoice and the VAT 11 or equivalent note from the Partner in favor of Grameenphone Ltd. GP will deduct the applicable withholding tax at the time of payment under this Agreement.
- The payment shall be made by issuing A/C Pay cheque or EFTN or pay order according to the prevailing financial policy of GP.
- Partner shall deposit applicable VAT through treasury deposit challan as per VAT Act.
- In case Partner needs to do outward remittance from Payment received to Service Provider, Partner shall use legal bank channel to transfer the amount and shall provide monthly transaction reports to GP within seventh (7th) day of following month to comply with requirements from Regulators.
- If and where applicable, GP may, at its sole and absolute discretion set-off any actual applicable amount owing by the Partner including over-payment paid to the Partner or effect from customer refund or overcharging or undercharging to end users by Partner provided that GP informs the Partner of the set-off as soon as practicable.
- Any report and payment made by GP shall be final and conclusive and GP shall not be responsible for any claim by any third party on the Application provided by Partner to the Customers.
- GP reserves the right to amend or change the payment process (as described in Section 6.2) with one-month prior notice (through registered contact email address) to the Partner.
6.2 Billing and Payment Process
- GP will maintain the billing information of revenue earning from the services for its end users.
- GP will comply with regulatory directives to calculate Net Revenue for Services offered using DOB. Local Partner will include applicable taxes while requesting charging towards end user and Net revenue will be exclusive of any telco VAT, TAX and service charges. For Avoidance of Doubt, GP will pay BTRC Revenue share from its own revenue share earned from DOB Services, while a registered TVAS license-holder Partner will pay BTRC Revenue share from their Revenue earned and received in accordance with Regulatory Guidelines for TVAS.
- The Parties hereby agree that GP shall deduct the its revenue share from net revenue generated through Partner Applications from Customers using DOB API Service under this Agreement and make payment of the rest amount to the Partner according to the ratio specified in Business Model (Section 5) of this Agreement.
- In case of any identified incidents in a billing cycle or complaints from customer, GP will refund customer according to refund policy and will adjust the amounts in invoices of following payment cycle.
- In case of billing related discrepancy, GP’s decision will be final to reconcile the revenue figure. VAT, TDS, Surcharge or any other regulatory duty amounts will be adjusted accordingly.
- Invoicing:
- GP shall provide periodic billing statements through portal or e-mail for invoicing.
- The Partner shall issue the invoice along with the VAT 11 or equivalent note approved by NBR mentioning GP House address & GP’s VAT registration number (000000081) for its share of revenue for each calendar month within 7 working days upon receiving the billing statement from GP. Applicable VAT shall be separately stated in the invoice.
- The invoice and the VAT 11 or equivalent note shall refer to this Agreement Number and be issued to the address as set out below:
Grameenphone Limited,
GPHouse, Bashundhara,
Baridhara, Dhaka-1229,
Bangladesh
6.3 TAX
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Each party shall bear their own taxes and duties imposed upon them in connection with this Agreement or any other transaction as contemplated by this Agreement.
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GP will pay the Partner its portion of revenue after deduction of applicable Tax at source and VAT as directed by the concerned authorities or in accordance with the law applicable from time to time in this regard and provide certificate of such deduction. If any surcharge is applicable on the respective service category based on any regulatory instruction, the concern circular or guideline will be followed.
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GP shall be entitled to withhold any withholding tax or related taxes from such payment of revenue share based on the invoice if required by the applicable law at the prevailing rates. GP will have no obligation to pay any additional amount to the Partner in relation to the withheld amount.
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If tax and VAT authority raise any demand regarding this agreement related transactions in any point of time and that found valid, the defaulting party shall be held responsible for that and such defaulting party shall compensate the other with the actual claim amount.
7.Term and Termination
- Term: The term of the Agreement shall be for a period of 2 (two) year from the date of signing of this Agreement. The Effective Date of this Agreement is the date this agreement is accepted or signed by the Partner.
- Termination: Either Party shall be entitled to terminate this Agreement by giving Thirty (30) Days prior written notice (inclusive of emails) to the other Party without assigning any reason whatsoever. Each party shall be entitled to terminate this Agreement with immediate effect by written notice to the other Party if:
- The other Party ceases to do or reduces substantially the size and/or scope of its business; or
- The other Party is in material breach of any provision of this Agreement. For the avoidance of doubt, material breach shall include non-performance of any obligation and non-compliance with any requirement as set herein above under the Agreement
Upon termination of this Agreement, Partner shall immediately cease to use the GP DOB API or any API Product/Services in any manner. GP shall immediately stop rendering any API Service to Partner without giving any prior separate notice. Upon termination of this Agreement, both Parties shall cease to be entitled to use the other Party's name or refer to the other Party in all its subsequent messages, notices, promotions or advertisements.
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Renewal: After the period defined in Section 7A (Term), this Agreement shall be renewed automatically for succeeding terms of 1 (one) year each (“Renewal Term”) and maximum 3 (three) Renewal Terms unless either party serves Termination notice to the other party of at least 30 (thirty) calendar days prior to the expiration of any term of said party’s intention not to renew this Agreement. During any Renewal Term, the terms, conditions and provisions set forth in this Agreement shall remain in effect unless modified in accordance with Clause 3 of this Agreement.
8. Notice
Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally, or by post, email or facsimile to the addresses given in this Agreement or at such address as the recipient may have notified to the other Party. Operational Notices will be provided to the designated business Managers while Legal Notices will be provided to the respective Head of Legal Departments.
9. Survival
Upon the effective date of any termination or expiration of this Agreement, Clause 2 (Definitions), 6 (Payment and Tax), 9 (Survival), Annex 1 Section 1( Representation and Warranties), Annex 1 Section 5 (Indemnity), Annex 1 Section 6 (No limitation of liability), Annex 1 Section 13 (Confidentiality and Non-Disclosure) and any other provision that, by its terms, is intended to survive the termination or expiration of this Agreement, will remain in full force and effect.
10. Acceptance of Agreement
Partner hereby agrees and accepts all the above clauses as well as all the following Annexes attached which shall be construed as an integral part of this Agreement.
Signing Text
Yes, I have read and agreed to all the terms and conditions of this Agreement. By clicking and accepting this Agreement, I represent and warrant that I have authority to bind the entity named below to these terms and conditions as described in this Agreement.
Notes:
- A copy (PDF Version) of this Agreement will be sent to you at the email address provided in your account.
- This is online generated soft version of agreement that will have full legal obligations as of hard signed version.