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Merchant Partnership Terms & Conditions

Please review and accept our onboarding agreement to proceed.

DeshConnect Merchant Agreement

Online Standard Form - Accepted Electronically

This DeshConnect Merchant Agreement (the “Agreement”) is a legally binding agreement between you (meaning the individual, proprietorship, partnership firm or company completing the merchant onboarding Application) (hereinafter referred to as the “Merchant”) and NGAGE 360 Limited, a company incorporated in Bangladesh (hereinafter referred to as “NGAGE 360”).

PLEASE READ THIS AGREEMENT CAREFULLY.

By checking “I Accept”, “Submit” or a similar button, by signing this Agreement electronically or physically, or by accessing or using the DeshConnect platform, the Merchant accepts and agrees to be bound by this Agreement, the Application and all Policies referred to herein. If the Merchant does not agree, the Merchant must not accept this Agreement and must not use the DeshConnect platform.

Recitals

WHEREAS, NGAGE 360 operates in Bangladesh a coupon, deal and merchant-offer platform under the brand name “DeshConnect”, together with its associated technology infrastructure;

AND WHEREAS, the Merchant is engaged in the business of selling goods and/or services and is desirous of listing Coupons and Deals on the Platform for redemption by Users, and of receiving settlement in respect of such redemptions;

AND WHEREAS, NGAGE 360 and the Merchant have agreed on the commercial terms governing the commission payable to NGAGE 360, as set out in the Commission Configuration Agreement issued to the Merchant following approval of its Application, in the format of Annex A hereto, which forms an integral part of this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1 DEFINITIONS AND INTERPRETATION

1.1. Wherever used in this Agreement, the following terms shall have the meanings set forth below:

“Application” means the merchant onboarding application submitted by the Merchant through the Platform, including all supporting documents, KYC information and Settlement Details, which is incorporated into and forms part of this Agreement.
“Applicable Law” means all laws, ordinances, rules, regulations, circulars, directives, guidelines and instructions in force in Bangladesh from time to time, including those issued by Bangladesh Bank, the Bangladesh Financial Intelligence Unit and the National Board of Revenue.
“Commission” means the amount payable by the Merchant to NGAGE 360 calculated in accordance with Clause 7 and the Commission Configuration Agreement.
“Commission Configuration Agreement” means the schedule of commission rates, settlement cycle and related commercial terms issued to the Merchant following approval of its Application, in the format of Annex A hereto, as accepted, revised and re-accepted from time to time in accordance with Clause 7.
“Coupon” or “Deal” means any discount, offer, voucher or promotional code listed by the Merchant on the Platform for redemption by Users.
“Effective Date” means the date on which the Merchant accepts this Agreement by checking “I Accept” or a similar button or process, or otherwise executes this Agreement, whichever is earlier.
“Merchant Admin Panel” means the web-based interface made available by NGAGE 360 to the Merchant for managing Coupons, Deals, settlement statements and the Commission Configuration Agreement.
“Merchant Account” means the account created for the Merchant on the Platform, accessed through credentials issued to or selected by the Merchant.
“Platform” means the DeshConnect web and/or mobile platform owned and operated by NGAGE 360, together with all associated interfaces, APIs and dashboards, including the Merchant Admin Panel.
“Policies” means the operating policies, onboarding and KYC requirements, brand guidelines, prohibited business list, fraud and risk rules and other policies published by NGAGE 360 on the Platform or otherwise notified to the Merchant, as amended from time to time.
“Qualifying Redemption” means the redemption of a Coupon or Deal by a User through the Platform that has been successfully completed following One-Time Password (“OTP”) verification, and which has not been reversed, cancelled or found fraudulent.
“Settlement Details” means the Merchant’s bank account information, including but not limited to bank name, branch, account name, account number and routing number, as extracted from the Merchant’s submitted bank cheque via Optical Character Recognition (“OCR”) and confirmed by the Merchant.
“User” means any individual who redeems a Coupon or Deal listed by the Merchant through the Platform.

1.2. Other capitalised expressions used in this Agreement shall have the meanings respectively assigned to them elsewhere in this Agreement or in the Application.

1.3. Words indicating the singular include the plural and vice versa, where the context so requires. Headings are for convenience only and shall not affect the interpretation of this Agreement.

1.4. In the event of any conflict or inconsistency, the order of precedence shall be: (i) Applicable Law and any direction of a regulatory authority; (ii) the body of this Agreement; (iii) the Policies; and (iv) Annex A, save that a Commission Configuration Agreement accepted by the Merchant under Clause 7 shall prevail over Annex A in respect of rates only.

2 ACCEPTANCE AND ELECTRONIC EXECUTION

2.1. This Agreement is made effective as of the Effective Date. The Merchant acknowledges that acceptance by electronic means, including the “I Agree” checkbox at sign-up and the “I Accept” confirmation at the close of onboarding, constitutes a valid, binding and enforceable agreement in the same manner as a physically signed agreement, and the Merchant irrevocably waives any objection to the validity, admissibility or enforceability of this Agreement on the ground that it was accepted electronically.

2.2. The person accepting this Agreement on behalf of the Merchant represents and warrants that he/she is of full legal capacity and duly authorised to bind the Merchant, and that all information and documents submitted in the Application are true, accurate, complete and not misleading.

2.3. NGAGE 360’s electronic records, including acceptance logs, timestamps, IP addresses, device identifiers, OTP verification records, system audit trails and records maintained on the Platform, shall constitute conclusive evidence of the Merchant’s acceptance of this Agreement and of the terms accepted, and shall be admissible in any proceeding without further proof or production of the original.

2.4. NGAGE 360 reserves the right to reject any Application, or to decline to activate any Merchant Account, at its sole discretion and without assigning any reason. No Merchant Account shall be activated until NGAGE 360 has completed its review to its satisfaction.

3 NATURE AND SCOPE

3.1. NGAGE 360 grants the Merchant a non-exclusive right to list Coupons and Deals on the Platform for redemption by Users, subject to the terms of this Agreement. NGAGE 360 retains the unrestricted right to onboard any number of other merchants, in any category or segment, without any liability or compensation to the Merchant.

3.2. The Merchant is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, agency, employment or fiduciary relationship between the Parties. The Merchant shall not hold itself out as an agent, representative, employee, branch or authorised signatory of NGAGE 360.

3.3. NGAGE 360 is not a party to, and assumes no liability in respect of, the underlying supply of goods or services by the Merchant to a User. The Merchant remains solely responsible for the quality, description, pricing, delivery, warranty and after-sales service of any goods or services redeemed through a Coupon or Deal.

4 APPLICATION, OCR REVIEW AND ONBOARDING

4.1. The Merchant must be a legally registered business entity or an authorised representative thereof, duly licensed to operate in Bangladesh, and must provide accurate, current and complete information and documentation as requested during onboarding, including trade licence, TIN/BIN and Settlement Details.

4.2. As part of onboarding, the Merchant shall upload a bank cheque for the purpose of Settlement Details capture. The Platform shall extract the relevant Settlement Details using OCR and present them to the Merchant in a Review screen. The Merchant may switch to an edit mode to manually correct any field before confirming and submitting the Application. The Merchant is solely responsible for verifying the accuracy of all extracted and/or manually entered information, and NGAGE 360 shall not be liable for any delay, misdirected settlement or loss arising from Settlement Details confirmed by the Merchant.

4.3. Upon clicking “Submit Application”, the Merchant shall receive an on-screen confirmation substantially in the following terms: “Your application has been submitted successfully. Our team will review your application and notify you once the review is complete. After approval, you will receive the Commission Configuration Agreement for your review and acceptance.”

4.4. NGAGE 360 reserves the right, in its sole discretion, to approve, reject or request additional information in respect of any Application, without being obliged to provide reasons for such decision.

4.5. Following approval of the Application, NGAGE 360 shall issue a Commission Configuration Agreement to the Merchant through the Merchant Admin Panel in accordance with Clause 7. No Merchant Account shall be treated as fully onboarded, and no Coupon shall be published, until the Commission Configuration Agreement has been accepted by the Merchant.

5 MERCHANT’S OBLIGATIONS

5.1. The Merchant agrees and undertakes to:

i. provide NGAGE 360 with accurate, authentic and complete information and documents regarding itself, including all KYC and Settlement Details, and to promptly notify NGAGE 360 of any change;
ii. ensure that every Coupon and Deal listed on the Platform is genuine, currently valid, accurately described and honoured in full at the Merchant’s place of business or through the Merchant’s designated redemption channel;
iii. comply at all times with Applicable Law, the Policies and all reasonable instructions issued by NGAGE 360, including consumer protection, tax and data protection requirements;
iv. not make any false, exaggerated or misleading statement regarding a Coupon, Deal, its terms, availability or redemption process;
v. cooperate with, and not attempt to bypass, circumvent or manipulate, the OTP verification process for Coupon redemption described in Clause 8;
vi. maintain, for a minimum period of five (5) years, complete records of all Coupons, redemptions and communications relating to this Agreement, and produce the same to NGAGE 360 or to any regulatory authority upon demand; and
vii. notify NGAGE 360 in writing within seven (7) days of any change in its ownership, control, management, registered address, bank account, licence or regulatory status.

5.2. The Merchant shall not directly or indirectly interfere with, or seek to become a party to, the relationship between NGAGE 360 and any User, nor make any commitment to a User regarding refunds, chargebacks or dispute outcomes on NGAGE 360’s behalf.

6 NGAGE 360’S OBLIGATIONS

6.1. NGAGE 360 shall: (i) list approved Coupons and Deals on the Platform; (ii) operate the OTP verification mechanism for redemption; (iii) provide the Merchant Admin Panel for management of listings, redemptions and settlement statements; and (iv) calculate and settle amounts due to the Merchant in accordance with Clause 7.

6.2. NGAGE 360 gives no representation, warranty or assurance as to the volume of Users, redemptions or revenue that will be generated through the Platform, all of which may vary without notice.

7 COMMERCIALS, COMMISSION CONFIGURATION AND SETTLEMENT

7.1. The commission payable by the Merchant to NGAGE 360 in respect of each Qualifying Redemption shall be as set out in the Commission Configuration Agreement, issued in the format of Annex A hereto. Commission accrues only on Qualifying Redemptions and only for so long as this Agreement remains in force.

7.2. No commission shall be charged, and no settlement obligation under this Agreement shall arise, until the Merchant has formally accepted the applicable Commission Configuration Agreement through the Merchant Admin Panel. Where the Merchant sends a Commission Configuration Agreement back for review, NGAGE 360 Admin may edit the applicable terms and reissue a revised version for the Merchant’s further consideration.

7.3. NGAGE 360 shall maintain a complete history of all versions of each Commission Configuration Agreement issued to the Merchant, together with the associated review status and email correspondence, for record and audit purposes, accessible to NGAGE 360 through the NGAGE 360 Admin Panel.

7.4. NGAGE 360 shall settle net amounts due to the Merchant on the settlement cycle stated in the Commission Configuration Agreement, to the Settlement Details confirmed by the Merchant. The Merchant is solely responsible for the accuracy of such Settlement Details, and NGAGE 360 shall bear no liability for any payment made to an account so confirmed.

7.5. Statement of account. Settlement statements shall be made available on the Merchant Admin Panel. The Merchant shall review each statement and notify NGAGE 360 in writing of any dispute within fifteen (15) days of the statement being made available, failing which the statement shall be deemed final, accepted and conclusive.

7.6. Taxes. All commission figures are inclusive of VAT and all other applicable taxes, duties, levies and charges unless otherwise stated in the Commission Configuration Agreement. NGAGE 360 shall deduct VAT, VDS, income tax at source and any other statutory deduction at the prevailing rates and issue the applicable certificate/challan.

7.7. Revision. NGAGE 360 may propose a revised Commission Configuration Agreement at any time by issuing an updated version through the Merchant Admin Panel, which shall take effect only upon the Merchant’s acceptance in accordance with Clause 7.2.

8 COUPON REDEMPTION AND OTP VERIFICATION

8.1. Redemption of a Coupon by a User shall require successful OTP verification sent to the User’s registered mobile number. A redemption shall not constitute a Qualifying Redemption, and no commission or settlement obligation shall accrue in respect of it, unless OTP verification has been successfully completed.

8.2. The Merchant acknowledges that OTP verification is a fraud-prevention control implemented for the protection of Users, the Merchant and NGAGE 360, and agrees not to request, encourage or facilitate any redemption that circumvents this control.

9 COMPLIANCE AND AML/CFT

9.1. The Merchant shall comply with all AML and CFT laws, rules, regulations, circulars and guidelines of Bangladesh Bank and the Bangladesh Financial Intelligence Unit, including the Money Laundering Prevention Act, 2012 and the Anti-Terrorism Act, 2009, as amended, while operating under this Agreement.

9.2. The Merchant shall not, and shall procure that its directors, officers and employees shall not, engage in or facilitate any money laundering, terrorist financing, transaction laundering or evasion of foreign exchange or tax laws through the Platform.

9.3. If NGAGE 360, any bank or regulatory authority levies any fine, penalty, charge or recovery arising from any act, omission, breach or non-compliance of the Merchant, the same shall be paid by, or recovered from, the Merchant forthwith without any demur, protest or delay.

10 CONFIDENTIALITY AND DATA PROTECTION

10.1. All information obtained by the Merchant from or in relation to NGAGE 360, including this Agreement, the Commission Configuration Agreement, pricing and technical specifications (collectively, “Confidential Information”), shall be treated as strictly confidential and shall not be disclosed or used for any purpose other than performance of this Agreement.

10.2. NGAGE 360 shall implement and maintain reasonable technical, organisational and physical measures to protect Merchant data processed on the Platform, including Settlement Details extracted through OCR and User data collected during OTP verification, in accordance with Applicable Law.

10.3. The obligations in this Clause 10 shall survive the expiry or termination of this Agreement for a period of five (5) years.

11 INTELLECTUAL PROPERTY AND BRAND USE

11.1. All intellectual property rights in and to the Platform, the DeshConnect brand, the Merchant Admin Panel and associated software, documentation and marks (“NGAGE 360 Marks”) vest exclusively in NGAGE 360. Nothing in this Agreement confers on the Merchant any right, title or interest in the same.

11.2. NGAGE 360 grants the Merchant a non-exclusive, non-transferable, royalty-free and revocable licence to use and display the NGAGE 360 Marks solely to promote its Coupons and Deals on the Platform, strictly in accordance with NGAGE 360’s brand guidelines. This licence terminates automatically on expiry or termination of this Agreement.

11.3. NGAGE 360 is granted a non-exclusive, royalty-free licence to use, display and reproduce the Merchant’s name, logo, trademarks and other brand identifiers on the Platform and through its partners, distributors, solely for the purposes of listing, distributing, selling, promoting and marketing the Merchant’s Coupons and Deals.

12 AUDIT, RECORDS AND REGULATORY COOPERATION

12.1. NGAGE 360 and its authorised agents, auditors and regulators shall have the right, on reasonable notice, to inspect and take copies of the Merchant’s books and records relating to this Agreement, to the extent relevant to redemptions, settlement and compliance.

12.2. The Merchant shall cooperate fully with, and provide all information required by, Bangladesh Bank, the Bangladesh Financial Intelligence Unit, the National Board of Revenue, law enforcement agencies and NGAGE 360’s external auditors in relation to this Agreement.

13 REPRESENTATIONS AND WARRANTIES OF THE MERCHANT

13.1. The Merchant represents and warrants, on the Effective Date and on a continuing basis, that: (i) it is duly constituted and validly existing and holds all licences, trade licence, TIN and BIN required to carry on its business; (ii) it has full power and authority to enter into and perform this Agreement; (iii) all information and documents furnished to NGAGE 360, including Settlement Details, are true, complete and not misleading; and (iv) neither it nor any of its beneficial owners or key personnel has been convicted of, or is under investigation for, any offence involving fraud, dishonesty or money laundering.

14 INDEMNITY AND LIMITATION OF LIABILITY

14.1. The Merchant shall indemnify, defend and hold harmless NGAGE 360, its group entities and their respective directors, officers and employees from and against all losses, damages, penalties, fines, costs, claims and expenses (including legal costs) arising out of or in connection with: (i) any breach of this Agreement, the Policies or Applicable Law by the Merchant; (ii) any misrepresentation, negligence, fraud or wilful misconduct of the Merchant or its personnel; (iii) any defect, non-conformity, misdescription or non-delivery of goods or services underlying a Coupon or Deal; and (iv) any tax or regulatory liability arising from the Merchant’s default.

14.2. NGAGE 360 shall not be liable to the Merchant for any loss of revenue, loss of profits, loss of business or goodwill, loss of data, or any incidental, indirect or consequential damages, whether under contract, tort or otherwise, save in cases of NGAGE 360’s gross negligence or wilful misconduct.

14.3. NGAGE 360’s aggregate liability under this Agreement shall not exceed the net settlement amounts actually paid to the Merchant in the three (3) months preceding the event giving rise to the claim.

15 TERM, SUSPENSION AND TERMINATION

15.1. Term. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Clause.

15.2. Termination for convenience. NGAGE 360 may terminate this Agreement at any time by giving thirty (30) days’ prior written notice to the Merchant. The Merchant may terminate this Agreement by giving thirty (30) days’ prior written notice to NGAGE 360.

15.3. Suspension. NGAGE 360 may, without prior notice, suspend the Merchant Account, the listing of Coupons and/or the payment of settlement where NGAGE 360 reasonably suspects any breach of this Agreement, fraud or non-compliance, pending enquiry and resolution to NGAGE 360’s satisfaction.

15.4. Termination for cause. NGAGE 360 may terminate this Agreement with immediate effect on the occurrence of any material breach, insolvency, provision of false information, or involvement of the Merchant in any fraudulent or unlawful activity.

15.5. Effect of termination. Upon expiry or termination: (i) the Merchant shall immediately cease all use of the NGAGE 360 Marks and the Platform; (ii) all Coupons and Deals not yet redeemed shall lapse; (iii) NGAGE 360 shall be entitled to withhold any pending settlement for such period as NGAGE 360 considers necessary to secure any refunds, disputes or indemnity claims; and (iv) no commission shall accrue in respect of any redemption occurring after the effective date of termination.

16 AMENDMENT AND VARIATION

16.1. NGAGE 360 may amend, vary or supplement this Agreement and the Policies at any time by publishing the revised terms on the Platform or by notifying the Merchant by email. Unless a shorter period is required by Applicable Law, such amendment shall take effect thirty (30) days after such publication or notification.

16.2. The Merchant’s continued use of the Platform after the amendment takes effect shall constitute acceptance of the amended terms. If the Merchant does not accept the amendment, its sole remedy is to terminate this Agreement under Clause 15.2 before the amendment takes effect.

17 ASSIGNMENT, NOVATION AND SUCCESSORS

17.1. The Merchant shall not assign, novate or transfer this Agreement or any right or obligation under it, without the prior written consent of NGAGE 360.

17.2. NGAGE 360 may assign, novate or transfer this Agreement, in whole or in part, to any group company or successor-in-interest, without the consent of the Merchant, and the Merchant hereby irrevocably consents to such assignment or novation.

18 NOTICES

18.1. All notices under this Agreement shall be in writing and may be given by email to the registered email address recorded in the Application or the Merchant Account, by publication on the Merchant Admin Panel, or by hand delivery or courier to the registered address of the recipient.

18.2. A notice sent by email or published on the Merchant Admin Panel shall be deemed received on the day of transmission or publication. The Merchant is responsible for keeping its registered email address current and for monitoring the Merchant Admin Panel.

19 FORCE MAJEURE

19.1. Neither Party shall be liable for any delay in or failure to perform its obligations (other than an obligation to pay money already due) where such delay or failure is caused by circumstances beyond its reasonable control, including natural catastrophe, epidemic, act of God, failure of telecommunications or power, network breach, or any act, order or restriction of any civil, military or regulatory authority.

19.2. If such circumstances continue for a continuous period of three (3) months, either Party may terminate this Agreement by notice to the other.

20 DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

20.1. This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of Bangladesh.

20.2. All disputes relating to this Agreement shall first be settled amicably between the Parties within fifteen (15) days of written notice of the dispute. If the amicable settlement fails, or thirty (30) days expire from such notice without settlement, the dispute shall be referred to and finally resolved by arbitration seated in Dhaka, Bangladesh, in accordance with the Arbitration Act, 2001, by a sole arbitrator appointed by mutual agreement of the Parties, and the language of arbitration shall be English.

20.3. Nothing in this Clause prevents either Party from applying to a competent court in Dhaka for interim or injunctive relief, or prevents NGAGE 360 from exercising its rights of suspension, withholding, set-off or termination under this Agreement pending resolution of any dispute.

21 GENERAL

21.1. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

21.2. No third-party rights. No person who is not a Party to this Agreement, including any User, shall have any right to enforce any of its terms.

21.3. Entire agreement. This Agreement, together with the Application, the Commission Configuration Agreement and the Policies, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements and understandings between the Parties relating thereto.

21.4. Language. This Agreement is executed in the English language. Any translation is for convenience only and the English version shall prevail.

22 ACKNOWLEDGEMENT

22.1. By checking “I Agree” or “I Accept”, or by using the Platform, the Merchant confirms that it has read, understood and agreed to be bound by this Agreement, the Application and the Policies, and that the person accepting is duly authorised to do so on the Merchant’s behalf.

For full platform policies, read our complete Terms & Conditions .

I agree to the Terms & Conditions , including the 12% commission payable to DeshConnect per voucher sold and settlement within 14 days of the transaction date.

Merchant Information

Upload logo

Merchant name *

Merchant ID * Auto-generated

Category *

Contact email *

Phone number *

Address *

Documents details

NID Front *

PDF

NID Back *

PDF

Trade License *

PDF Upload trade license

Bank cheque *

PDF

Settlement Details

Automated via Bank Cheque OCR with review and edit capabilities.

Bank name *

Account name *

Account number *

Branch name *

Routing number *

Redemption Channel *

Select which channels you will accept voucher redemptions through. You can select both.

Application Submitted Successfully!

Our team will review your application and notify you once the review is complete. After approval, you will receive the Commission Configuration Agreement for your review.

Thank you for partnering with DeshConnect.

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NID Front Instructions

Upload clear images of Front side of your National ID (NID).
Supported formats: JPG, PNG
Maximum file size: 2MB
Ensure all information is clearly visible and readable.
Image must be clear, readable, and not cropped.
All four corners of the NID must be visible.
Upload the document in full color; black-and-white or faded images will not be accepted.
Use a valid government-issued NID only.

Front Side

NID Back Instructions

Upload clear images of Back side of your National ID (NID).
Supported formats: JPG, PNG
Maximum file size: 2MB
Ensure all information is clearly visible and readable.
Image must be clear, readable, and not cropped.
All four corners of the NID must be visible.
Upload the document in full color; black-and-white or faded images will not be accepted.
Use a valid government-issued NID only.

Back Side

Bank Cheque Instructions

Upload clear images of Bank Account Cheque Leaf
Image should be in one of the following file formats: JPEG, JPG, PNG.
Maximum file size: 2MB.
The account holder name on the document and the trade license name must be the same.
The bank account must be a business account, not a personal account.
Bank account number and account holder name must be clearly visible.
The document must be valid, clear, and readable.
The image must not be blurred, cropped, edited, or partially covered.
All four corners of the document must be visible.

Cheque Sample

Trade License Instructions

Upload clear images of your valid Trade License document.
Supported file formats: JPEG, JPG, PNG, PDF.
Maximum file size: 2MB.
The business name on the Trade License must exactly match your application business name.
The Trade License must be currently valid and not expired.
Ensure all text, seals, and registration numbers are clearly visible and readable.
The document must not be blurred, cropped, edited, or partially covered.
All four corners of the Trade License page must be clearly visible.
Upload the document in full color; black-and-white or faded copies will not be accepted.

Trade License Sample