Software Agreement

Remark HB Ltd. (Herlan) is a software user ("User"), located at 9th floor, Simpletree
Anarkali 89 Gulshan Ave, Dhaka 1212 Bangladesh.
and

This Software Agreement ("Agreement") is entered between Mediasoft Data

Systems Limited, a software provider ("Mediasoft"), located at STP-1, Level-5, BDBL
Bhaban, 12 Karwan Bazar, Kazi Nazrul Islam Ave., Dhaka-1215, Bangladesh.

This Agreement outlines the detailed terms and conditions under which the software
provided by Mediasoft will be licensed and used by the User.

1. Definitions

a) "Software": The software provided by Mediasoft, including any updates or

enhancements, as specified in Annexure-A and Annexure-B attached hereto.

b) "License": A non-exclusive, non-transferable license to use the Software

granted by Mediasoft to the User under the terms of this Agreement.

2. License Grant

Mediasoft hereby grants User a license to use the Software, subject to the terms
and conditions set forth in this Agreement. The license is limited to the specific
software identified in Annexure A and is non-exclusive, meaning that Mediasoft
may provide similar software to other entities.

3. Scope of Use

a) User may install and use the Software on the number of devices or servers
specified in Annexure A, & Annexure B. User may also make necessary backup
copies of the database for archival purposes.

b) The Software is solely for the internal use of the User and may not be
sublicensed, distributed.

4. Ownership and Intellectual Property

a) Mediasoft retains all ownership rights, title, and interest in the Software,
including any intellectual property rights associated with it.

b) User acknowledges that this Agreement does not transfer any ownership rights
to the User.

5. Delivery and Installation

a) Mediasoft shall deliver the Software with special requirements to the User in
the manner specified in Annexure A, & Annexure B.
 b) Mediasoft shall be responsible for the installation of the Software unless
otherwise agreed upon in writing between the parties.

c) Mediasoft agrees to provide all reasonable reports mutually agreed between

both parties required by the user.

d) Mediasoft shall upgrade and add supplementary modules, if asked by the User
at a reasonable comparable cost.

6. Maintenance and Support

a) Mediasoft will provide maintenance and support services for the Software as
described in Annexure A & Annexure B.

b) User may report any bugs, errors, or issues related to the Software to
Mediasoft, and Mediasoft shall address such issues under mutually agreed
decision.

c) As long as the service charges continue to be paid for software, Medisoft will
continue to provide the software service.
d) Mediasoft will try to solve the problem within 06 hours, except for major issues.

7. Confidentiality/Nondisclosure

a) User agrees to maintain the confidentiality of any proprietary information or

trade secrets disclosed by Mediasoft in relation to the Software.

b) The User shall not disclose, reproduce, or use such information for any purpose
other than the proper use and operation of the Software.

c) Mediasoft agrees to ensure that no data of the User, of their businesses,

strategy or user information or whatsoever that Mediasoft may learn/know in
the process of developing and maintaining the Software, or such information
which the software will have an access on, will ever be shared with the third
party.

8. Payment Terms

a) User shall pay the agreed-upon license fee and monthly maintenance fee to
Mediasoft in the manner and within the timeframe specified in Annexure A.

b) In the event of any additional services, customization, or support requested

by User beyond the scope of the license fee, the parties shall negotiate and
agree upon the applicable fees and payment terms in writing.

9. Limited Warranty and Disclaimer

 a) Mediasoft warrants that the Software will perform substantially in accordance
with the specifications provided by Mediasoft.

b) Mediasoft does not warrant that the Software will be error-free or uninterrupted
in the initial stage, and User acknowledges the same. Mediasoft agrees to
address all identified defects and make the software workable and functional.

10. Limitation of Liability

a) Mediasoft shall not be liable for any indirect, incidental, consequential, or

damages arising out of or in connection with the wrong or unsupported use
by the user.

b) Medisoft’s total liability under this Agreement shall not exceed the amount
paid by User for the license.

11. Term and Termination

a) This Agreement shall be effective as of the date of execution by both parties

and shall remain in effect for the term specified in Annexure-A and Annexure-
B.

b) Either party may terminate this Agreement upon a material breach by the
other party, provided that a written notice is given.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the

laws of the jurisdiction of Bangladesh Act. Any disputes arising out of or in
connection with this Agreement shall be subject to the exclusive jurisdiction
of the courts in that jurisdiction.

13. Entire Agreement

This Agreement constitutes the entire agreement between Mediasoft and

User and supersedes any prior understandings or agreements, whether
written or oral, relating to the subject matter herein.

14. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable,

the remaining provisions shall continue in full force and effect.

15. Amendments
Any amendments or modifications to this Agreement shall be made in writing and
signed by both parties.

This Software Agreement is made in 2 (Two) sets in the original. Each of the parties
shall get a set of original of the software agreement.

By signing below, the parties acknowledge that they have read, understood, and
agreed to be bound by the terms and conditions of this Software Agreement.

Signed for and on behalf of Remark HB Ltd.

________________________
.
.
.

Date: __________________

----------------------------------------------------------------------------------------------------------

Signed for and on behalf of Mediasoft Data Systems Limited,

________________________
Gopal Debnath
Managing Director

Date: __________________
 Annexure-A

Price
Unit/Price (In BDT)
Particulars per Unit

Cloud-POS Web Base Systems for 1

250,000/-
Central MIS Operation: (5% VAT applicable)

Shop Operation System desktop for

@Tk.23,000 each
1st 200 shops @Tk.23,000 each by 1
(5% VAT applicable)
December 24

@Tk.15,000
Shop Operation System for 2nd 200 1 each
shops @Tk.15,000 each by July 25 (5% VAT applicable
@Tk.10,000
Shop Operation System for future 1 each
shop @Tk.10,000 each (5% VAT applicable

Details of the Software: Central Warehouse

 Setup Shop · Customer Information
· Supplier setup · Product received by Barcode
· Category Setup Operation: according to delivery challan
· Sub-category · Download Discount/Price
Warehouse · Brand Change Circular
/Central: · Product attribute setup · Shop Receiving (Data
· Attribute value setup downloads)
· Inventory Management · Shop to Shop Transfer
· Item Creation · Point of Sales (retail,
Operation wholesale)
· Demand/Requisition · Customer Exchange
· PO Creation based on · Stock Return to Warehouse
. Demand/Requisition for the supplier. · Payment type Cash, Credit
. Operation Authorization/ Approval card, etc.
· Product Allocation setup for Shops . report
· Price change circular setup
· Shop Requisition approval
· Discount circular setup
· Damage Approval
· Product receiving from Supplier &
Shop
· Product Delivery to shop according to
allocation.
· Delivery Cancelation
· Stock Return to Supplier
· Data Upload for Shop
· Stock received from the shop.
· Barcode printing

Reports . Category-wise sales report Stock report . Stock report current

. Sub-category sales report . Category /brand /item-wise stock
. Date-wise report report
. Invoice-wise sales report . periodical stock report
. Periodical sales report . shop wise stock report
. Invoice-wise summary report . item-wise stock report
. Invoice-wise detail report
. User-wise sale summary report
. Terminal-wise sale report
. Slow or non-moving sale report
. Vendor/supplier-wise sale report

Damage & lost Products · Store wise receive report

report . store-wise DML report · Product/item wise receive report.
receive
. Item Wise damage report · Date-wise product receive report
report

. Customer-wise summary report Purchase . Item-wise purchase order

CRM report . Customer-wise sale details order report
 Annexure-B

SERVICE LEVEL AGREEMENT (SLA)

For

Remark HB Ltd. (Herlan)

By

Mediasoft Data Systems Ltd.

Effective Date: October 5,2024

1. Stakeholders

The following Service Provider(s) and Customer(s) will be used as the basis of the
Agreement and represent the primary stakeholders associated with this SLA:

IT Service Provider(s): Mediasoft Data Systems Ltd. (“Provider”)

IT Customer(s): Remark HB Ltd. (Herlan) (“Customer”)

2. Periodic Review
This Agreement is valid from the Effective Date outlined herein and is valid until
further notice. This Agreement can be reviewed with the mutual consent of the
parties

The Business Relationship Manager is responsible for facilitating regular reviews of

this document.

Key Contact Person: Samiul Reza, email: reza@mediasoftbd.com

Review Period : N/A
Previous Review Date: N/A Next
Review Date :

3. Service Agreement
The following detailed service parameters are the responsibility of the Service Provider in the ongoing
support of this Agreement.

3.1. Service Scope

The following Services are covered by this Agreement for Remark HB Ltd. (Herlan) all retail outlets:
• Manned telephone support
• Remote assistance using Remote Desktop and a Virtual Private Network where
available  Planned or Emergency Onsite assistance.

3.2. Customer Requirements

Customer responsibilities and/or requirements in support of this Agreement include:
• Payment for all support costs at the agreed interval.
• Reasonable availability of customer representative(s) when resolving a service-
related
• Incident or request.

3.3. Service Provider Requirements

Service Provider responsibilities and/or requirements in support of this Agreement include:
• Meeting response times associated with service-related incidents.
• Appropriate notification to Customer for all scheduled maintenance.  Support
Escalation Level:

Escalation Level Point of Contact Contact Details

Level -1 Support Team 01730022050,01730022051,0170022059,
01730022060, 9134045,812750
Level -3 Key Contact Person Samiul Reza
Level-4 Head of Sale Md. Sabbir Hossain
Level-5 Executive Director Mohammad Arifuzzaman

3.4. Service Assumptions

Assumptions related to in-scope services and/or components include:
• Changes to services will be communicated and documented to all stakeholders.

4. Service Management
Effective support of in-scope services is a result of maintaining consistent service levels. The following
sections provide relevant details on service availability, monitoring of in-scope services, and related
components.

4.1. Service Availability

Coverage parameters specific to the service(s) covered in this Agreement are as follows:

• Telephone support: 10 am to 7 pm. Calls received out of office hours will be

forwarded to a mobile phone and best efforts will be made to answer / action the call,
however, there will be a backup answer phone service

• Onsite assistance is guaranteed within 4 hours if the area is Dhaka Metropolitan City
& 48 hours outside of Dhaka during the business week. The customer will bear all
accommodation & transportation during the tour outside Dhaka.

4.2. Service Requests

In support of services outlined in this Agreement, the Service Provider will respond to service Related
incidents and/or requests submitted by the Customer within the following time frames:

Priority Code Initial Response Subsequent Resolution

Response/workaround
Severity 1 120min 1 Business Day 2 Business Day
Severity 2 180min 2 Business Day 4 Business Day
Severity 3 240min 3 Business Day 6 Business Day
Severity 4 260min 4 Business Day 10 Business Day

Remote assistance will be provided online with the above timescales dependent on the priority of the
support request.

4.3. Service Charge Monthly

Particulars Price (BDT)

Software Maintenance Charge Monthly for Central MIS 5250/= Five Thousand
(Included VAT) two Hundred
fifty Tk only.
Software Maintenance charge monthly for each outlet 1050/= one thousand
(Included VAT) fifty Tk only.