BUSINESS SUPPORT SERVICES AGREEMENT
THIS BUSINESS SUPPORT SERVICES AGREEMENT (“Agreement”) is made at on this 13th June 2018 by and between:
Yurtec Corporation a company established under the laws of Japan Companies Act and having its Office at Yurtec office, 4-1-1,Tsutsujigaoka, miyagino-ku, Sendai, Miyagi,983-0852, and its …………………….. (Hereinafter referred to as the “Company” which term or expression as hereunder used shall include its successors and assigns) of the one part,
And
Tokyo Consulting Firm Limited, a company incorporated under the laws of Bangladesh Companies Act 1994 and having its Office at Rupsha Tower (13th Floor), Flat# 13/A, House# 7, Road# 17, Kemal Ataturk Avenue, Banani, Dhaka-1213, through its Consultant, Mr. Tadaoki Watanabe (Hereinafter referred to as the “Consultant” which term or expression as hereunder used shall include its successors and assigns) of the other part.
The Company and the Consultant are also hereinafter referred to individually as ‘Party’ and jointly as ‘Parties’.
WHEREAS
The Consultant is in the business of providing business support services to its customers mainly Company who have their business operations in Bangladesh or who intend setting up their business operations in Bangladesh.
The Consultant has approached the Company to provide Obtaining Import Registration Certificate (IRC) Related Service as more specifically provided in Annexure ‘A’ to this Agreement to facilitate the Company by providing these services for its business operations in Bangladesh (“Services”) and the Company has shown its willingness to take the same.
The Parties hereto are desirous of entering into this Agreement that sets out the terms and conditions on which the Consultant shall provide the Services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants set forth below, it is agreed as follows:
DEFINITIONS
“Agreement” shall mean this Services Agreement and any written modifications thereto by an instrument of equal force.
“Approvals” shall mean BIDA and Bangladesh Bank permissions, consents, validations, confirmations and other authorizations as may be required to be obtained in order to implement the provisions of this Agreement including all permissions/authorizations from Bangladesh Bank.
“Day” shall mean a working day and shall exclude weekly holidays (Friday and Saturday) and holidays declared by the Government of Bangladesh and/ or by any other statutory authority.
“Effective Date” shall mean the date of execution of this Agreement as provided hereinabove.
“Services” shall mean the services, more specifically provided to in Annexure ‘A’ to this Agreement to be rendered by the Consultant to the Company in terms hereof.
“Force Majeure” shall mean and include, to the extent that the event is not within the reasonable control of the Party whose performance under this Agreement is affected thereby, any of the following events such as war, terrorism, hostilities, acts of the public enemy or of belligerents, sabotage, blockage, revolution, insurrection, riot or disorder; expropriation, requisition, confiscation or nationalization; act of God/ nature; acts of Government or any local, state authority, fire, frost, earthquake, storm, lightning, or any other event, whether or not of the same class or kind as those above set out and whether or not caused directly or indirectly by the act of the non-affected party.
“Person” shall mean and include any legal or natural person, partnership, firm, trust, liaison office, government or local authority, department or other body (whether incorporated or unincorporated).
“Confidential Information” means information that: (a) is by its nature confidential; (b) all the information provided by the Company to the Consultant related to its business whether financial, technical or personnel related;
In and for the purpose of this Agreement, the singular includes the plural and vice-versa, and any reference to one gender includes the other gender.
PROVISION OF SERVICES
The Consultant shall render all Services as provided in Annexure ‘A’ under the Agreement, in the manner provided herein below through its own employees, or agents, or third parties and the Company shall not be liable to make any arrangement for the provisions of Services except to the extent necessary for compliance of any applicable law, in Bangladesh or elsewhere.
The Company shall be entitled to all the benefits and profits arising from or incidental to the Services provided by the Consultant under this Agreement.
RESPONSIBILITIES/RIGHTS OF THE CONSULTANT
The Consultant will be responsible for provision of the Services in an efficient and effective manner.
The Consultant shall issue invoices to the Company in the manner provided in this contract.
The Services hereunder do not and shall not include at any time any managerial services.
The Consultant shall be entitled during all times to enter into an agreement with any third party for the provisions of the same or similar services as the Services.
RESPONSIBILITIES/RIGHTS OF COMPANY
The Company may provide all information and/or documents as may be required or requested by the Consultant in order to provide the Services.
The Company may provide access to all relevant technical, commercial, and marketing information and material as may be required or requested by the Consultant for providing the Services in accordance with the terms of this Agreement.
The Company shall make timely and regular payment towards the fee for the Services to the Consultant in accordance with the provisions of this Agreement.
PAYMENTS
The payment for the Services provided in Annexure ‘A’ shall be made by the Company against the invoices raised by the Consultant from time to time for the Services rendered after the Company has confirmed the Services are completed. The Company shall make the payment against the invoice within thirty (30) days of the receipt of each invoice, by way of a crossed cheque or bank transfer.
All payments made by the Company pursuant to this Agreement shall be net of applicable Bangladesh taxes and other taxes, if any levied on that payment shall be reimbursed by the Company at actual, except the corporate income tax payable by the Consultant. VAT, if applicable on the Services, shall be paid extra by the Company.
The Company shall reimburse all reasonable expenses incurred by the Consultant in the course of rendering the Services from time to time subject to the Company’s prior written consent. Each submission of expenses for reimbursement (i) shall be supported by an itemized description of expenses claimed and attached receipts when such receipts are reasonably available and (ii) will be deemed to contain the Consultant’s certification that all expenses submitted are based upon actual costs incurred.
In the event the Company fails to pay any amount under this Agreement, any unpaid amount shall bear interest from the due date until paid, at an interest rate of 1.5 per cent per month or the maximum interest rate permitted by the usury law of the Company’s country, if any, whichever is lower, on the basis of 30 days.
APPROVALS
The Agreement is conditional upon the Parties obtaining all requisite Government Approvals, if any required by each of them.
Each of the Parties shall at their expense apply for and obtain the necessary approvals within a reasonable time.
In the event of either of the Parties failing to obtain the necessary approvals as above mentioned, the Agreement shall be deemed to be cancelled or modified as may be appropriate in the circumstances.
CONFIDENTIALITY
Each Party agrees that it shall maintain the confidentiality of the Confidential Information including all data relating to financial, technical, marketing, production and information with respect to the other Party and its operations and shall not be entitled to any ownership or any other right of the other Party’s confidential and proprietary information. Each Party further agrees that it shall not disclose or communicate any of the information to any competitor or third party or use or refer to any of this information for any purpose whatsoever other than as required in terms of this Agreement.
REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that:
Each Party is duly incorporated and validly existing entity in accordance with the laws of the country where it is incorporated.
The Parties are authorized to enter into and perform this Agreement, and this Agreement when executed, will be duly authorized, executed and delivered and will constitute its valid and binding obligations, enforceable in accordance with the terms herein except insofar as the enforceability may be limited by general principles of equity.
The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not and will not (a) contravene its articles, by-laws, or other constitutional documents; (b) contravene any material provision of any material indenture, agreement or instrument to which it is a party or by which it or any of its properties is bound; (c) conflict with, result in a breach of, constitute (with notice or the lapse of time or both) a default under, or permit the termination or acceleration of any obligation under any such indenture, agreement, or instrument; (d) contravene any applicable law, rule, regulation, ruling, order, judgment or decree.
There are no actions, suits, claims, proceedings or investigations pending or to its knowledge, threatened against it in any court or before or by any governmental authority, agency, or instrumentality or any arbitration in which there is a reasonable possibility of an adverse decision that could, whether individually or in the aggregate, materially and adversely affect its ability to perform its obligations under this Agreement.
VALIDITY AND TERMINATION
This Agreement is valid until the services mentioned in Annexure ‘A’ are provided to the Company and all dues of payment are settled.
FORCE MAJEURE
The performance of either Party shall not be deemed to have been affected, if the same is suspended on account of a Force Majeure event.
On the occurrence of a Force Majeure event, any Party claiming a cause or an event of Force Majeure shall promptly as soon as possible after the cause or event and in any case within fifteen (15) Days, notify the other Party in writing and provide full particulars of the cause or event of Force Majeure and the date of first occurrence thereof, and also keep the other Party informed of any further developments. The Party affected by the Force Majeure shall use all reasonable efforts to remove the cause or event of Force Majeure or mitigate its effects and both Parties shall resume performance hereunder immediately when such cause or event is removed.
If such cause or event of Force Majeure or its effects shall continue for a period of thirty (30) days in circumstances where the rendering of Services is materially and adversely affected either operationally or financially and the Parties are unable by agreement to avoid such cause event or effects, this Agreement shall terminate on expiry of such thirty (30) days.
However, it is hereby agreed by the Parties that payment of the fee or other expenses as due and payable by the Company to the Consultant in terms of this Agreement shall not be affected by any Force Majeure event.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Japan.
ARBITRATION
If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement (and whether before or after the termination or breach of this Agreement) Parties shall promptly and in good faith negotiate with a view to its amicable resolution and settlement.
In the event no amicable resolution or settlement is reached within a period of sixty (60) days from the date on which the dispute or difference arose, such dispute or difference shall be finally settled by arbitration in Tokyo, in accordance with the “Commercial Arbitration Rules of The Japan Commercial Arbitration Association”.
The existence of any dispute or difference or the initiation or continuance of the arbitration proceedings shall not postpone or delay the performance by the Parties of their respective obligations pursuant to this Agreement.
LIABILITY OF THE PARTIES
The Consultant shall perform the Services entirely at its own cost and expenses and the Company shall not be obliged to pay the fee or reimburse any expenses in excess of the amount as provided in Annexure A. However, the Company shall be liable to pay for the actual costs incurred by the Consultant for travel and other expenses, which shall be billed separately by the Consultant. In such case, the Consultant shall get the prior approval from the Company.
In no event shall any Party be liable to the other for consequential, special, incidental or punitive loss, damage or expense (including without limitation, lost profits, opportunity costs, etc.) arising out of or in pursuance to this Agreement except in the event of an intentional act or the gross negligence of any Party. However, in the case of either Party commits an intentional act or the gross negligence, the other Party shall be able to claim damages within a scope not to exceed the upper limit of 3 times of the consideration.
MISCELLANEOUS
The Parties shall not have and will not represent themselves as having any authority to act as the agent of the other or to create any contractual obligation to any third party on behalf of the other.
Each Party hereby agrees that it shall not be entitled to assign any rights and obligations under this Agreement to any third party without the prior approval of the other Party.
This Agreement evidences the entire Agreement between the Parties and it overrides any earlier agreement or other document recording the understanding, or commitments of between the Parties prior to the execution hereof.
If any provision of the Agreement shall be declared invalid or unenforceable the remainder of the Agreement shall continue in full force and effect.
This Agreement cannot be changed, modified or amended except by a supplementary agreement signed by both Parties.
TERMINATION OF AGREEMENT
The Agreement may be terminated prior to its expiration by either party, by written notice to the other, in the event of:
i) The dissolution, or winding up, merging or acquisition by the other party;
ii) The filing of the petition by or against the other party initiating proceedings in a bankruptcy or reorganization, the appointment of a receiver over the whole or any part of the assets of such other party or any action by such other party to take advantage of any insolvency or other law for relief of debtors generally;
iii) The breach by either party in any material respect of any of the terms of this Agreement, which breach has not been cured within fourteen (14) days of the giving to such party of written notice of such breach by the other party.
Neither expiration, termination or cancellation of this Agreement shall release either party from any liability which at such time has already accrued to the other party, or in any way affect the survival of any right, duty or obligation of either party which is contemplated to be performed as of the date of or after such expiration, termination or cancellation, each party shall immediately perform and fulfill all the outstanding momentary obligations under this Agreement.
Termination of this Agreement shall not preclude either party from seeking any remedy provided by this Agreement or by law, including without limitation any claim for actual or liquidated damages.
IN WITNESS WHEREOF the Company and Consultant hereto have executed this Agreement on the day and year first hereinabove written.
Yurtec Corporation
Tokyo Consulting Firm Limited
Name: ………………………….
Name: Tadaoki Watanabe
Title: Director/ Country Manager of the Company
Title: Consultant
ANNEXURE ‘A’
Services to be provided by the Consultant
NO.
Service Details
Unit
Price
1
Statutory Audit
1
Statutory Audit
BDT/Year
161,600
Discount
BDT/Year
80,800
Total
BDT/Year
80,800
Notes
・The quotation is for initial year.
・For statutory audit shall be contracted directly with partner of Tokyo Consulting Firm Limited.
2
Tax Assessment
1
Fix-up of return and drafting return form
BDT/Year
143,000~
2
Income tax return and obtaining Income Tax Clearance Certificate
Notes
・The quotation is approximate fee. Seeing the transaction amount through the year, we shall quote again.
3
Individual Income Tax Return (Local Staff)
1
Submission of Individual Income Tax Return and Obtaining Income Tax Clearance Certificate
BDT/Year
10,200
4
Individual Income Tax Return (Foreign Staff)
1
Submission of Individual Income Tax Return and Obtaining Income Tax Clearance Certificate
BDT/Year
20,800
5
Annual Return to Registrar of Joint Stock Companies and Firms
1
Annual Return to Registrar of Joint Stock Companies and Firms
BDT/Year
65,000
Notes
・The compliance is required for private limited company.
Others:
If additional services are requested, we will quote separately.
The Prices exclude VAT. Consumption tax will be calculated at the applicable rate and charged on the above fees and costs.
Notarization, authentication, application fee, stamp duty etc. shall be separately invoiced from the professional fee.
The invoice will be issued at the month end of the service completion.
In the event of additional costs being incurred for receipt of fees, for example bank charges, these shall be reimbursed by the client.
Travel, conveyance and other expenses will be charged in addition.