Terms and Conditions
CIRCLE is an online b2b marketplace (Application) where registered suppliers (“Suppliers”) can offer to sell their products to registered users (“Resellers”) of the Application. CIRCLE (including its owner, full-time employees, subsidiaries, and affiliates, together, the "Company") operates the market place through its website (www.circle.com.bd) and mobile apps CIRCLE (collectively, the "Platform"). The Company's involvement is restricted to handling the Platform and related marketing, as well as payment collections, order administration, inquiry management, and other incidental services to facilitate transactions between the Suppliers and the Reseller ("Services").
Users can review the most recent version of the Terms and Policies at any time on this page. The Company reserves the right to unilaterally update, amend, or replace any part/section of these Terms by posting updates or changes to the Application. It is the responsibility of the Users to check this page for updates on a regular basis. Following the publication of any changes, the Users' continuing use or access to the Application implies acceptance of those changes. The Company grants the User a personal, non-exclusive, non-transferable, limited license to use our Platforms and services as long as the User complies with these Terms.
THE USER IS ADVISED NOT TO USE THE PLATFORM IF HE DOES NOT AGREE WITH THESE TERMS. THE USER IRREVOCABLY ACCEPTS THE AGREEMENT AND AGREES TO ABIDE BY IT BY ACCESSING OR USING THE PLATFORM (AS UPDATED FROM TIME TO TIME).
Minors, un-discharged insolvents, and anyone who are “incompetent to contract” as defined by the Bangladeshi Contract Act are not permitted to use the Platforms. The Application and Services are only available to people who are eighteen (18) years old or older. The Company reserves the right to terminate the Users account and/or prohibit access to its Applications if it is brought to the Company's attention or discovered that the User does not satisfy the criteria herein.
ACCOUNT REGISTRATION, SUSPENSION AND TERMINATION
Users are not permitted to access or view the contents of the Application without first registering with the Platform. Users may access to the Application by registering for an account and becoming a member. The membership is limited for the purpose of buying or selling products, is subject to these Terms, and is absolutely non-transferable.
During the registration process, Users agree to provide accurate, current, and complete information, as well as to update such information to maintain it accurate, current, and complete. When enrolling on the Company's Platforms, Users must provide a valid phone number and email address. By registering our Platforms, Users consent to be contacted by the Company via phone calls, SMS notifications, instant messages, and email addresses in case of verifications and subscription/service/promotional updates.
Users may be required to complete a verification step as part of the account setup process. On registration, the Users will receive a password protected account and an identification number. Users are responsible for maintaining the confidentiality of their account information and for all activities that occur via their accounts once they have been set up. If there is any unauthorized use of their accounts or any other violation of security, the Users are required to notify the Company.
The Company reserves the right to suspend/cancel the User's account or access to the Application, as well as to block any amounts due to the User and related account-
Regardless of anything else in this Agreement, the Users understand and agree that they will have no ownership or other property interest in their account, and that all rights in and to their account will be owned by and inure to the benefit of the Company forever. Any and all activities carried out by a User under his or her account, however, shall be the sole responsibility of the User.
AMENDMENT TO THE TERMS
The Company maintains the right to revise, modify, amend, or update these Terms and/or the Agreement at any time, and any amended provisions of these Terms and/or the Agreement will take effect immediately after they are posted on the Platform. If the Users do not agree with such restrictions, they must immediately discontinue using the Platform. Users shall be deemed to have accepted the revised elements of these Terms and/or the Agreement if they continue to use the Platform.
ORDERS AND FINANCIAL TERMS
The Application allows Users to place orders for products sold by various Suppliers, and the Company will assist the placement of orders for the products to the Users, subject to the terms and conditions set out herein. The Company does not own, sell, or resell products on its own, and/or the Suppliers are not under its control. Any product may be removed from the Application at any time by the Company. The company doesn't provide any guarantee about the availability of the product or quality.
The Users understand that any order they place is subject to the terms and conditions set forth in these Terms, as well as any additional terms and conditions imposed by the concerned Suppliers.
When the Company receives an order from a User, it will provide an electronic confirmation of that order to the Supplier and the User concerned. Furthermore, the Company may notify Users of the order's availability or unavailability, as well as any pricing changes, as notified by the relevant Supplier. The order will be considered final after it has been confirmed.
All commercial/contractual terms are offered by and agreed to between Suppliers and the Users alone. The commercial/contractual terms include without limitation, price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to products, etc. The Company has no influence over, and does not determine, advise, or participate in the offering or acceptance of such commercial/contractual terms between the Suppliers and the Users in any way. The Suppliers, not the Company, are responsible for any discounts and offers.
The Users understand and agree that the Company may serve as a payment agent on behalf of the Users (Supplier or Reseller) at the request of the Users (Supplier or Reseller) for the limited purpose of accepting payments from them. Upon payment of the amounts to the Company, which are due to the Supplier or Reseller, the payment obligation to the Supplier or Reseller for such amounts is completed, and the Company will be responsible for remitting such amounts, to the Supplier or Reseller. The Users understand and accept that the payment facility provided by the Company is neither a banking nor financial service but is merely a facilitator providing a third party payment processor for the transactions on its Platform. Further, by providing payment facility, the Company is neither acting as trustees nor acting in a fiduciary capacity with respect to the transaction or the transaction price. The Company will not be liable for any charges made by the Users bank in relation to payment of the total amount.
The Company merely collects the payment on behalf of the Vendor or Reseller. All applicable taxes and levies, the rates thereof and the manner of applicability of such taxes on the bill are being charged and determined by the Vendor or Reseller. The Company holds no responsibility for the legal correctness/validity of the levy of such taxes. The sole liability with respect to any legal issue arising on the taxes payable shall be with the Vendor or Reseller.
The transaction is bilateral between the Vendor or Reseller and the Users and therefore, the Company is not liable to charge or deposit any taxes applicable on such transaction. Acts and regulations of relevant law in place during the tenure of this association, we understand that there is an obligation on the Supplier/ Reseller transacting on our Platforms to ensure that package in which the products are sold complies with labelling and packing requirements. Hence, it shall be the sole responsibility of the Supplier / Reseller to comply with applicable laws and the ‘Company’ or the Platform shall not be held responsible in anyways. Supplier/ Reseller shall indemnify the company and the platform for any harm or loss in relation to contravention of above regulations.
USE OF THE APPLICATION
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
The Company is not liable for any inaccuracy, incompleteness, or out-of-date information given on the Application, whether by Users or Suppliers. The information on the Application is provided for informational purposes only and should not be relied upon or used as the sole basis for making decisions without accessing primary, more accurate, complete, or timely sources of information. The Users acknowledge and accept that the Company has no responsibility or obligation to ensure the accuracy of the information given by the Users. Any reliance on the Application's content is solely at the risk of the Users.
The Application may contain certain historical information. Historical information, necessarily, is not current and is given solely for your convenience. The Company reserves the right to change the contents of the Application at any time, but has no obligation to update any information on the Application. The Users agree that it is their responsibility to monitor changes to the Application.
Occasionally there may be information on the Application that contains typographical errors, inaccuracies or omissions that may relate to information pertaining to the products, pricing, promotions, offers, shipping charges, transit times and availability. The Company reserves the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Application is inaccurate at any time without prior notice.
DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY
The Company makes every effort to make the Application available during normal business hours. The Company, on the other hand, makes no guarantee that access to the Application will be uninterrupted, timely, error-free, or free of viruses or other harmful components, or that such faults will be corrected.
The Company does not warrant that the Application will be compatible with all hardware and software which is used by the Users. The Company shall not be liable for damage to, or viruses or other code that may affect, any equipment, software, data or other property as a result of downloading and installing the Application.
The Company does not represent or warranty that the information available on the Website will be correct, accurate or otherwise reliable. The Vendors and Resellers shall be solely responsible about the details pertaining to specifics (such as quality, value, salability, etc.) of the products proposed to be sold or offered to be sold or purchased on the Application. The Company does not implicitly or explicitly support or endorse the sale or purchase of any products nor provide any warrantee/guarantee of the products sold to the Users, and in no event shall such products be the responsibility of the Company.
The Company is not liable for any breach or non-performance of any contract between the Suppliers and the Users. The Company cannot and does not guarantee that any transaction undertaken on the Application will be completed by the concerned Suppliers. The Company shall not and is not required to mediate or resolve any dispute or disagreement between the Users concerned.
The Company does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc) of any of its Users.
The Company does not at any point of time during any transaction between any Supplier and a User take possession of any of the products offered nor does it at any point gain title to or have any rights or claims over such products. At no time shall the Company hold any right, title or interest over the products nor shall the Company have any obligations or liabilities in respect of such contract entered into between the Users. The Company is not responsible for damages or delays as a result of products which are out of stock, unavailable or back ordered.
The Company only provides a Platform for communication and it is agreed that the contract for sale of any of the products shall be a strictly bipartite contract between the Suppliers and the Users concerned.
The Company shall not be liable for any misuse of the information shared by the Users with it; or through the Users profile; or with a third party on the Platform, chat rooms, forums, or comments.
The Application may be under constant upgrades, and some functions and features may not be fully operational. The Application is provided on an “as is” and “as available” basis. The Company expressly disclaims all warranties of any kind, whether express or implied with respect to the records and other data that is made available by it to the Users.
The Company makes no representation or warranty that: (i) the Application will be accurate or reliable; (ii) the Application will be uninterrupted, timely, secure, or error-free; (iii) any information that may be obtained from the use of the Application will be accurate, timely or complete; or (iv) any errors in any software used on the site or in connection with the Application will be corrected.
The Company does not represent any of the Users or Suppliers, and disclaims any liability with respect to any error or inconsistency with respect to any information relating to such Suppliers or Users displayed on the site. Any information provided with respect to the Users and fees payable is subject to change without notice. Any trademark, word mark or intellectual property of any Users or Suppliers belongs to such Users/Suppliers alone, and the Company has no right or claim over the same.
Users acknowledge and agree that the Company is not an arbitrator or judge of disputes concerning intellectual property and it cannot, by any means, verify that any Supplier selling or supplying merchandise on the Platform have the right to sell the products. The Company encourages Users to assist it in identifying listings on the Platform, which, according to the Users’ knowledge or belief infringe their rights or third party rights.
The Users further acknowledge and agree that by taking down a listing, the Company does not and cannot be deemed to be endorsing a claim of infringement and further in those instances in which the Company declines to take down a listing, the Company does not and cannot be deemed to be endorsing that the listing is not infringing of third party rights or endorsing any sale or supply of merchandise or services pursuant to or on account of such listing.
The Company reserves the right in its sole discretion to remove any material/content/photos/offers displayed on the Platform which in the Company’s reasonable belief is unlawful or could subject the Company to liability or is in violation of these Terms or is otherwise found inappropriate in the Company’s opinion. The Company reserves the right to cooperate with any investigation in this regard.
The Company reserves the right to suspend or terminate the account of a User as deemed appropriate by it. Users agree that the Company shall have no liability to any Users, including liability in respect of consequential or any other damages, in the event the Company takes any of the actions mentioned in this clause.
The Company does not represent any of the users, and disclaims any liability with respect to any error or inconsistency with respect to any information relating to such users displayed on the Application or with respect to the services provided. Any information provided with respect to the users and fees payable is subject to change without notice. Any trademark, word mark or intellectual property of any users belongs to such users alone, and the company has no right or claim over the same.
The Company is not responsible for (i) any content or products provided by anyone other than the Company; (ii) any damages of any kind resulting from the downloading of any data or other materials from the site or through the Website; or (iii) any failures of the internet or any data or telecommunications equipment, system, or network used in connection with the Website; or (iv) any failures of the internet or any data or telecommunications equipment, system, or network used in connection with the Application.
The Company shall not be liable for: any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation any financial losses, loss of data, replacement costs, or any similar damages, whether based in contract, tort, strict liability or otherwise, arising from the use of the Application, or for any other claim related in any way to the use of the Application, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Website or any content posted, transmitted, or otherwise made available via the Website, even if advised of their possibility.
The Company will not be liable to anyone else for any damages or injuries resulting from or related to the information on its Platform. The Company, its employees, affiliates, writers, and agents will not be liable to the Users or any third parties for any choice or action taken by the Users.
Suppliers may post products for sale on the Application if they comply with the Terms and Policies, which are included into this Terms of Service. The Suppliers represent and warrant that they are legally permitted to sell or list the products on the Application, and that the listed items do not violate any intellectual property, trade secret, or other proprietary rights.
PAYMENT OF FEES
The service will be billed in 30 day intervals. When your billing period is over the Account Owner will be sent an invoice via the email provided. As well, an invoice will appear on the Account page of your CIRCLE administration console. Users have approximately two weeks to bring up and settle any issues with the billing.
All fees are exclusive of applicable taxes, fees or charges now in force or enacted in the future (“Taxes”).
The information collected by the Company through the Application includes Users’ mobile number, bank details and KYC for the limited purpose of fulfilling transactions on the Application. Compilation of user accounts and user accounts bearing contact number and e-mail addresses are owned by the Company.
The Users acknowledge, consent and agree that the Company may access, preserve and disclose their account information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:
- comply with legal process nationally or internationally;
- enforce these Terms;
- respond to the Users’ requests for service or complete the Users’ tasks;
- The Company may provide you with access to third-party tools over which the Company neither monitors nor has any control nor input.
- The Users acknowledge and agree that access to such tools is in an “as is” and “as available” basis, without any warranties, representations or conditions of any kind and without any endorsement. The Company shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
- Any use by the Users of the optional tools offered through the Website is entirely at their own risk and discretion and it is the responsibility of the Users that they ensure that they are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
- The Company may also, in the future, offer new features through the Application (including, the release of new tools and resources). Such new features shall also be subject to these Terms of Service.
THIRD PARTY LINKS
Third-party materials may be included in some of the content or items available through the Application. Users may be directed to third-party websites through third-party links on the Application that are not affiliated with the Company. The Company is not responsible for reviewing or evaluating the content or accuracy, and it makes no warranty or assumes any liability or duty for any third-party materials.
The Company is not responsible for any losses or damages incurred as a result of the purchase or use of goods, services, resources, material, or any other transactions undertaken through third-party websites. Before engaging in any transactions, please carefully research and understand the third-policies party's and practices. Concerns, complaints, or questions about third-party services should be directed to the third-party.
The Company is either the owner of intellectual property rights or have the non-exclusive, worldwide, perpetual, irrevocable, royalty free, sub-licensable (through multiple tiers) right to exercise the intellectual property, on the Website, and on the material published on it. The Users must not modify the paper or digital copies of any materials printed or downloaded in any way, and they must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
“CIRCLE” and related icons and logos whether registered or unregistered are the trademarks of the Company and are protected under applicable copyright, trademark and other proprietary and intellectual property laws. Users’ unauthorized adoption copying, modification, use or publication of these marks is strictly prohibited.
The Users must not use any part of the materials on the Website for commercial purposes without obtaining a license to do so from the Company.
The Users shall indemnify, defend, and hold harmless the Company and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs, and expenses (including legal and statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Company that arise out of, result from, or in connection with:
(a) the User’s breach of these Terms;
(b) any claims made by any third party due to, or arising out of, or in connection with User’s use of Platform;
(c) the User’s violation of any rights of another, including intellectual property rights; and
(d) the User’s violation of any applicable laws.
Notwithstanding anything to the contrary in these Terms, in no event shall the Company and its affiliates, if any, be liable to the User or anyone claiming through the User in respect of any subject matter of these Terms under contract, negligence, strict liability or other legal or equitable theory for any special, incidental, indirect, consequential, exemplary or punitive damages, loss of goodwill, loss of revenue, loss of opportunity, loss of anticipated profits, whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not the Company has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty or negligence or any other claim arising out of or in connection with the use of or access of the Application
In the event any provision of these Terms, Policies or the is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
The Company urges the users to beware of fake offers and fraudulent callers/messengers who may impersonate themselves as representatives of the Company. The Company’s authorised representatives will never contact the Users to demand money for prizes or ask for password/PIN/CVV. In the event you are asked for confidential details by anyone posing as the Company’s representatives, please ask them to communicate with you through email and only respond to emails from circle.com.bd domain.
The Company shall not be liable for any damages whatsoever arising out of force majeure or other similar circumstances, directly or indirectly affecting the Company and/or the Platform. Examples of force majeure events include without limitation real or potential labor disputes, governmental actions, war or threat of war, sabotage, civil unrest, demonstrations, fire, storm, flooding, explosion, earthquake, provisions or limitations of materials or resources, inability to obtain the relevant authorization, accident, and defect in electricity or telecommunication network. Force majeure or other events beyond the Company’s control. Hindrance, delay or complication in the maintenance of the Platform entitles the Company to suspend or limit the Platform until further notice.
These Terms are effective unless and until terminated by either the Company or the Users. The Users may terminate these Terms of Service at any time by notifying the Company that they no longer wish to use the Application or the Services, or when they cease using the Application.
If in the Company’s sole judgment the Users fail, or it is suspected or discovered that the Users have failed to comply with any term or provision of these Terms, the Company may also terminate their access to the Application, or cease the provision of the services at any time without notice and the Users will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny the Users access to the Application or the services (or any part thereof).
These Terms, Policies, Privacy Policies and any policies or operating rules posted by the Company on the Application constitute the entire agreement and understanding between the Users and the Company with respect to the Application, and supersede any prior or contemporaneous agreements, communications and proposals, whether oral or written, between the Users and the Company (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms shall not be construed against the Company.
The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
GOVERNING LAW AND DISPUTE RESOLUTION
These Terms of Service are governed by the laws of Bangladesh. Any action, suit, or other legal proceeding, which is commenced to resolve any matter arising under or relating to this Application, shall be subject to the jurisdiction of the courts at Bangladesh.
Questions about the Terms should be sent to us at [email protected]
Policies related to returns/ exchanges, penalties, refunds, cancellation will be updated in the Application from time to time. The Company holds the right to change these policies as required in the Application without any permission from the Users.
All notices or demands to or upon the Company shall in writing and shall be deemed to be duly made when sent to 308 (Unit - B, 5th Floor), Elephant Road, Dhaka.
All notices or demands to or upon a User(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence or email address provided by the User(s) on the Platform, or by posting such notice or demand on an area of the Platform that is publicly accessible.
Notice to a User(s) shall be deemed to be received by such User(s) if and when the Platform is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User(s), or immediately upon Platform’s posting such notice on an area of the Platform that is publicly accessible.
Headings for any section of these Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
The Company shall have the right to assign its obligations and duties in these Terms to any person or entity.
All calls to the Company are completely confidential. However, the Users’ calls may be recorded to ensure quality of service. Further, for training purpose and to ensure excellent customer service, calls from the Company may be monitored and recorded.