1. Introduction
Welcome to TopOfStack Software, a software development company registered in Bangladesh. By accessing or using our services, you agree to be bound by these Terms and Conditions (“Terms”). Please read these Terms carefully before engaging our services.
2. Definitions
- “Company”, “we”, “us”, or “our” refers to TopOfStack Software, with its principal place of business at 20/16 Tajmahal Road, Mohammadpur, Dhaka – 1207, Bangladesh.
- “Client”, “you”, or “your” refers to any person or entity that engages our services.
- “Services” refers to software development, web development, mobile application development, UI/UX design, quality assurance, and other IT services we provide.
- “Deliverables” refers to all materials, software, code, applications, designs, or other items produced by us for you.
3. Service Agreement
3.1 Project Scope
The specific details of services to be provided will be outlined in a separate Statement of Work (SOW) or Project Agreement. Any changes to the project scope must be agreed upon in writing by both parties.
3.2 Timeline and Milestones
Project timelines and milestones will be specified in the Project Agreement. We will make reasonable efforts to meet these deadlines but cannot guarantee completion dates that may be affected by factors beyond our control.
3.3 Client Responsibilities
You agree to:
- Provide timely and accurate information required for the project
- Review and provide feedback on deliverables within agreed timeframes
- Designate a primary contact person with authority to make decisions
- Make payments according to the agreed payment schedule
4. Intellectual Property Rights
4.1 Pre-existing Materials
Each party retains all rights to any pre-existing intellectual property used in connection with the services.
4.2 Project Deliverables
Unless otherwise specified in the Project Agreement:
- Upon full payment, you will own all custom code and deliverables specifically created for your project
- We retain ownership of any proprietary tools, libraries, frameworks, or methodologies used in development
- We reserve the right to use general programming techniques, skills, and knowledge acquired during your project for other clients
4.3 Open Source Components
Our deliverables may incorporate open-source software components. Your use of such components is subject to the terms of the applicable open-source licenses.
5. Confidentiality
5.1 Confidential Information
Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the project, including but not limited to business plans, technical specifications, and customer data.
5.2 Exceptions
Confidentiality obligations do not apply to information that:
- Is already in the public domain
- Was known prior to disclosure
- Is independently developed without use of confidential information
- Is required to be disclosed by law or court order
5.3 Data Protection
We comply with all applicable data protection laws of Bangladesh. Personal data processing details will be specified in a separate Data Processing Agreement if applicable.
6. Payment Terms
6.1 Fees and Expenses
Service fees will be outlined in the Project Agreement. Additional expenses must be approved by you in advance.
6.2 Payment Schedule
- 40% of the project fee is due upon signing the Project Agreement
- 30% is due upon completion of agreed-upon milestones
- 30% is due upon project completion and delivery
6.3 Late Payments
Payments overdue by more than 15 days will accrue interest at a rate of 1.5% per month. We reserve the right to suspend services until outstanding payments are settled.
6.4 Taxes
All fees are exclusive of applicable Value Added Tax (VAT) and other taxes, which will be charged additionally as required by law.
7. Warranties and Limitations
7.1 Service Warranty
We warrant that:
- Services will be performed in a professional manner
- Deliverables will substantially conform to the specifications in the Project Agreement
7.2 Warranty Period
We will correct any defects reported within 30 days after project completion at no additional cost.
7.3 Disclaimer of Warranties
Except as expressly stated in this agreement, we provide services “as is” without any other warranties, express or implied.
7.4 Limitation of Liability
Our liability for any claim arising under this agreement shall not exceed the total amount paid by you for the services. We will not be liable for indirect, special, incidental, or consequential damages.
8. Term and Termination
8.1 Term
These Terms remain in effect until all services have been completed and paid for, or until terminated as provided herein.
8.2 Termination for Convenience
You may terminate services with 30 days’ written notice, subject to payment for work completed and a cancellation fee of 15% of the remaining project value.
8.3 Termination for Cause
Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 15 days of written notice.
8.4 Effect of Termination
Upon termination, we will deliver all completed work for which payment has been received.
9. Dispute Resolution
9.1 Negotiation
Parties will attempt to resolve disputes through good-faith negotiation before pursuing other remedies.
9.2 Mediation
If negotiation fails, disputes will be submitted to mediation under the rules of the Bangladesh International Arbitration Centre.
9.3 Arbitration
If mediation is unsuccessful, disputes will be resolved by binding arbitration in Dhaka, Bangladesh, according to the laws of Bangladesh.
10. General Provisions
10.1 Force Majeure
Neither party shall be liable for delays caused by events beyond their reasonable control, including natural disasters, civil unrest, or governmental actions.
10.2 Assignment
You may not assign your rights or obligations under these Terms without our prior written consent.
10.3 Non-solicitation
During the term of the project and for one year thereafter, you agree not to solicit or hire our employees or contractors without our written consent.
10.4 Governing Law
These Terms are governed by the laws of the People’s Republic of Bangladesh.
10.5 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
10.6 Entire Agreement
These Terms, together with the Project Agreement, constitute the entire agreement between the parties and supersede all prior agreements or understandings.
10.7 Amendments
Any modifications to these Terms must be in writing and signed by both parties.
11. Contact Information
If you have any questions about these Terms, please contact us at:
TopOfStack Software
20/16 Tajmahal Road, Mohammadpur
Dhaka – 1207, Bangladesh
Email: [email protected]
Phone: +8801752871770
Last Updated: March 11, 2025