Terms of Service

Terms of Service

Please read these Terms of Service (the “Terms”) carefully because they govern your use of our services accessible via our mobile device application (“App”), through which individuals who want to request the purchase of goods or the performance of tasks can communicate with our network of human “Udoy Assistant” via instant messaging and photo sharing, in order to have such requests fulfilled. To make these Terms easier to read, our services and App are collectively called the “Services.”

Definitions

"Agreement" is a reference to these Terms and Conditions, the Privacy Policy, any order form and payment instructions provided to you;

"Privacy Policy" means the policy displayed on our Website which details how we collect and store your personal data;

"You", "your" and "yours" are references to you the person accessing this Website and ordering any Goods or Services from the Website or from any other channel provided by “Udoy”;

Agreement to Terms

By accessing the Application, you confirm your understanding of the Terms and Conditions. By ordering any Goods or Services from this mobile applications you agree to be bound by these Terms and Conditions.The Application reserves the right, to change, modify, add, or remove portions of these Terms and Conditions of use at any time. Changes will be effective when posted on the Site with no other notice provided. Please check these Terms and Conditions of use regularly for updates. Your continued use of the Site following the posting of changes to these Terms and Conditions of use constitutes your acceptance of those changes.

Who May Use the Services

Eligibility

You may use the Services only if you can form a binding contract with Udoy and youare not barred from using the Services under applicable law.

Registration and Your Information

When you install the Udoy App, you will be asked to provide us with your phone number, name and a photo (name and photo are not mandatory) and a confirmation code shall be sent in your phone number to confirm the access of your number. When you input the confirmation code then Application shall prompt with using terms & conditions of the Application and it has to be agreed through checked in the button “I Agree”.

Using the Services

Udoy is a mobile communication platform that uses a network of human “Artificial intelligence” and “Udoy Assistants” to fulfill users’ requests for goods and services (each a “Request”). The Services allow you to communicate with an UdoyAssistant by sending a text message or photo describing your Request and enabling an Udoy Assistantto respond in kind. Requests that you submit through the App’s “Requests” portal will be routed in our discretion either to an Udoy Assistantwho is part of the team of Udoys we employ to which your Request relates. Upon receiving such a Request, applicable Udoy Assistantwill research what he or she thinks is the best product or service to buy for you based on your Request, and will message you back through the Services with purchase options that you can give feedback on. Once an Udoy Assistant has shown you something that you want, you can hit the “I’ll take it” button to order it, and the applicable Udoy process your order to the participating Service Provider Goods we order for you from Service Providerthrough the Services in response to your Requests are referred to in these Terms as “Products”, while services offered by service providers which we order for you through the Services in response to your Requests are referred to in these Terms as “Tasks”.

Pricing and Payment Terms

You can make transaction from National & International territory through any valid debit or credit card. You will be charged a fee for each Product or Task you order through the Services. You agree to pay such fee and taxes that may accrue in relation to your use of the Services (collectively, “Fees”). All payments from you will be processed via the credit card or debit card or bKash or Cash On Delivery (your “Payment Method”), and you represent that any Payment Method information you supply is true and complete. You also warrant that the credit or debit card details that you provide is your own credit or debit card and that you have sufficient funds to make the payment.You authorize our third party payment processor to charge your Payment Method for the applicable Fees. All amounts referred to in these Terms, including those set forth through the Services, are stated in BDT and do not include any taxes. You will be responsible for the payment of any taxes applicable to any payments made hereunder, except taxes based on Udoy’s income. Products and Tasks purchased by you are for personal or gift use and not for commercial use. Service Providers, not us, determine the prices for Products. Such prices do not include any Courier, shipping and handling charges or applicable taxes, which will be communicated to you before you confirm your order.

The total price for Delivery of Goods or Services ordered, including delivery charges and other charges, will be displayed on the Application when you place your order. Full payment must be made for all Goods dispatched and Services provided. Payment has to be made in cash or, by online payment, e.g. credit or debit card or bKash.

If you choose online payment, you must pay for your order before it is delivered. To ensure that shopping online is secure, your debit/credit card details will be encrypted to prevent the possibility of someone being able to read them as they are sent over the internet. Your credit card company may also conduct security checks to confirm it is you placing the order.

We shall not store any card or account related information in any form. Not use, disclose, sell or disseminate any Cardholder information obtained in connection with a card transaction (including the names and addresses of cardholders) except for purposes of authorizing, completing and settling card transactions and resolving any chargeback, retrieval requests or similar issues involving card transactions.

Terms Applicable to Your Purchase of Products

Orders and Fulfillment

Any order that you place with us is subject to product availability, delivery capacity and acceptance by us and the Service Provider. When you place your order, we will send you a reply SMS to confirm that we have received it. This SMS confirmation will be produced automatically so that you have confirmation of your order details. You must inform us immediately if any details are incorrect. The fact that you receive an automatic confirmation does not necessarily mean that either we or the Participating Service Provider will be able to fill your order. Once we have sent the confirmation email we will check availability and delivery capacity.

If the ordered Product Delivery and delivery capacity is available, the Participating Service Provider will accept the contract and confirm it to Udoy. If the details of the order are correct, the contract for the Product Delivery, Goods or Services will be confirmed by text message (SMS).

In the case that Goods offered by Udoy were ordered, Udoy will confirm availability together with or separately from Product Delivery.

The confirmation message will specify delivery details including the approximate delivery time specified by the Service Provider and confirm the price of the Product Delivery, Goods and Services ordered.

If the Food Delivery and/or Goods are not available or if there is no delivery capacity, we will also let you know by text message (SMS).

Delivery& Failure to Delivery

Delivery periods quoted at the time of ordering are approximate only and may vary. Goods will be delivered to the address designated by you at the time of ordering.

Delivery shall be done by the Service Provider or its delivery partners, it is the Participating Service Provider’s sole responsibility to provide Product Delivery in a timely manner. Product shall be delivered in a timely manner and with great care.

No responsibility is taken for late delivery by Udoy in any case.

All orders are delivered by a reputable courier. Participating Service Provider shall make every effort to deliver within the time stated, however, we will not be liable for any loss caused to you by ordering late. If the Goods are not delivered within the estimated delivery time quoted by us, please contact the participating Service Provider first. You may also contact us by telephone or email and we will try to ensure that you receive your order as quickly as possible.

In case of a late delivery, the delivery charge will neither be voided nor refunded by Udoy.

If you fail to accept delivery of product and/or Goods at the time they are ready for delivery, or we are unable to deliver at the nominated time due to your failure to provide appropriate instructions, or authorizations, then such goods shall be deemed to have been delivered to you and all risk and responsibility in relation to such goods shall pass to you. Any storage, insurance and other costs which we incur as a result of the inability to deliver shall be your responsibility and you shall indemnify us in full for such cost.

You must ensure that at the time of delivery of Goods with adequate arrangements, including access where necessary, are in place for the safe delivery of such goods. We cannot be held liable for any damage, cost or expense incurred to such goods or premises where this arises as a result of a failure to provide adequate access or arrangements for delivery.

Participating Service Provider, who will prepare your order, aim

  • to deliver the product to you at the place of delivery requested by you in your order;
  • to deliver within the time confirmed by the Service Provider;
  • to inform you if they expect that they are unable to meet the estimated delivery time.

Participating Service Providerand we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses arising out of late delivery;

Please note that it might not be possible for Participating Service Providerto deliver to some locations. If this is the case, our Participating Service Provideror we will inform you using the contact details that you provide to us when you make your order and arrange for cancellation of the order or delivery to an alternative delivery address.

Cancellation,Return & Refund

You must notify the participating Service Provider immediately if you decide to cancel your order, preferably by phone/SMS, and quote your order number. If the Service Provider accepts your cancellation, no cancellation fee applies. If the Service Provider refuses cancellation, e.g. because preparation of product Delivery has been completed and/or delivery personnel has already been dispatched, it may not be cancelled. We will not be able to refund any order, which has been already dispatched.Return policy may also apply as per service providers in certain cases

We may cancel a contract if the product is not available for any reason. We will notify you if this is the case and refund any payment that you have made;

If the cancellation was made in time and once the Service Providerhas accepted your cancellation, we will refund or re-credit your debit or credit card with the full amount within 30 working days, which includes the initial delivery charge (where applicable) which you paid for the delivery of the Goods or the Services, as applicable.

In the unlikely event that the Participating Service Provider delivers a wrong item, you have the right to reject the delivery of the wrong item and you shall be fully refunded for the missing item. If the Participating Service Provider can only do a partial delivery (a few items might be not available), its staff should inform you or propose a replacement for missing items. You have the right to refuse a partial order before delivery and get a refund. We are not responsible for wrong or partial delivery. The issue has to be settled directly with the Participating Service Provider.

We are not responsible for:

  • Any Product damage resulting from improper packing, storage or handling
  • Product delivered to you in a misrepresented/mislabeled or non-saleable condition.
  • Deteriorated or otherwise defective Product (collectively, “Damaged or Defective Product”). You may be entitled to a refund for any Damaged or Defective Product, provided that you return such Damaged or Defective Product to the applicable Service Provider in accordance with the procedures set forth herein.

Disclaimer of Liability for performance of Tasks

We are not involved in the delivery of the product. We do not have control over and disclaim all liability for the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Tasks performed by service providers. We make no representations about the suitability, reliability, or accuracy of the Tasks requested of and performed by service providers.

Disputes and Release

In the event that you have a dispute with one or more service providers, you agree to address such dispute directly with the service providers in question and you release us (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If a dispute arises between you and a service provider in connection with a Task, we may, in our sole discretion, facilitate communication between you and the service provider in connection with such dispute. If such a dispute is unable to be resolved between you and a service provider, we may, in our sole discretion, intervene in such dispute and take any actions we deem appropriate.

Classification of Service Providers

The service providers that perform Tasks are not employees, agents or contractors of Udoy, nor are they otherwise in a direct or indirect working or service provider relationship with Udoy. You acknowledge that Udoy does not, in any way, supervise, direct, or control a service provider’s work or Tasks performed in any manner. Udoy does not set a service provider’s work hours or location of work. Udoy will not provide a service provider with training or any equipment, labor or materials needed for a particular Task. The Services are not an employment service and Udoy does not serve as an employer of any service provider. As such, Udoy will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with your use of a service provider’s services. You agree to indemnify, hold harmless and defend Udoy from any and all claims by or on behalf of a service provider that a service provider was misclassified as an independent contractor and/or that the service provider maintained an employment relationship of any kind, including, any and all liabilities arising from a determination by a court, arbitrator, government agency or other body that a service provider was an Udoy employee (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Udoy was an employer or joint employer of a service provider, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of Bangladesh without regard to its conflict of law’s provisions and you shall be abide by the Telecommunication law, Cyber Laws and relevant laws of Bangladesh Telecommunication Regularity Commission, Bangladesh Bank and etc.

Agreement to Arbitrate

You and Udoy agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right:

  1. to bring an individual action in District courts;
  2. to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”)

The exclusive jurisdiction and venue of any IP Protection Action will be the Tribunal Court formed by higher officials of Department of Patent, Design & Trade Mark and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Udoy are each waiving the right to a trial by court or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Udoy otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

All disputes arising out of or in connection with the present Terms & Conditions shall be finally settled under the Rules of Arbitration of the Bangladesh International Arbitration Centre by one or more arbitrators appointed in accordance with the said Rules. Unless otherwise agreed by the parties, the laws of Bangladesh shall apply and the seat of arbitration shall be Dhaka. Arbitration Process

A party initiating the arbitration (“Claimant”) shall send a Request for Arbitration to the other party (“Respondent”) and shall also file a copy with the BIAC. The arbitral proceedings shall be deemed to commence on the date on which the Request for Arbitration is received by the BIAC. The Secretary General shall notify the Respondent of the request for arbitration. A Request for Arbitration shall include the following:

  1. a request that the dispute be referred to arbitration;
  2. the name(s), address(es), telephone number(s), fax number(s) and email address(es) (if known) of the parties to the dispute and their representative(s) (if known);
  3. a reference to the contract out of or in relation to which the dispute to be submitted to arbitration has arisen;
  4. a reference to the arbitration agreement relied upon;
  5. a brief statement in relation to the general nature of the claim, including the relief claimed and where possible, the amount of the claim;
  6. the preferred number of arbitrators, if not already provided for in the arbitration agreement;
  7. any comments regarding the place of arbitration;
  8. any comments regarding the law applicable to the merits of the dispute;
  9. any comments regarding the language(s) of the arbitration;
  10. unless the parties have otherwise agreed, the nomination of an arbitrator in the event that the arbitration agreement provides for more than one arbitrator or a proposal for a sole arbitrator in the event that the arbitration agreement provides for a sole arbitrator;
  11. a request that the other party nominates its arbitrator;
  12. Payment of the requisite Registration Fee.

Arbitration Location and Procedure

Unless you and Udoy otherwise agree, the arbitration shall be conducted in the in Dhaka. If the parties have not been able to reach agreement on the number of arbitrators, the arbitration shall proceed before a sole arbitrator appointed by the Arbitration Committee, unless the Committee considers that a tribunal composed of three arbitrators would be more appropriate.

Arbitrator’s Decision

An Award shall be made in writing and shall be signed by the members of the Arbitration Tribunal. Unless exceptional circumstances exist, the Arbitration Tribunal shall render the Award within 60 days of concluding the oral hearings. The Arbitration Tribunal shall decide by a majority except in the case of Sole Arbitrator Failing an agreement decision, the presiding arbitrator alone shall make the Award for the Arbitration Tribunal which shall be binding on the parties.

The Award shall state the reasons upon which it is based, unless:

  1. the parties have agreed that no reason are to be given, or
  2. the Award is an award recording the agreed terms of the settlement.

The Arbitration Tribunal shall state the date and place of arbitration and the Award shall be deemed to have been made at that place.

The Arbitration Tribunal shall deposit the original award, together with record of the arbitration proceedings, with the BIAC, who shall transmit certified copies to the parties upon the full settlement of the costs of arbitration.

The parties to the arbitration shall carry out the Award, which is final and binding on the parties, immediately and without delay.

The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees

Your responsibility to pay any Arbitration filing, administrative and arbitrator fees will be solely as set forth in the Schedule I & II of the BIAC Rules.

Changes

Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Udoy changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Udoy’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Udoy in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE, INCLUDING THE SITE AND LICENSED APPLICATION ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY. SHOULD THE SERVICE CAUSE ANY DEFECTS, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Udoy and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Udoy and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Udoy’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Udoy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Udoy under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Udoy’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Udoy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at [email protected] Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions of these Terms will survive: Feedback; the first paragraph of Content Ownership, Responsibility and Removal regarding Udoy’s ownership of the Content and Services; Termination; Warranty Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at -¬[email protected]