Terms of Service

Master Table of Contents

1. Preamble: Contractual Agreement, Commercial Scope & User Eligibility (Clause TS-PRE)
   • P.1 Platform Purpose & Contractual Hierarchy
   • P.2 Statutory Grounding & Electronic Contracting Enforceability
   • P.3 Multi-Sided Marketplace Roles & Relationship of Parties
   • P.4 User Eligibility, Legal Capacity & 18+ Age Threshold
   • P.5 Account Creation, Credential Custodianship & Security Integrity
2. Section 4.1: Merchant Onboarding & Mandatory KYC Standards (Clause TS-4.1)
   • The End-to-End Merchant Onboarding & Verification Lifecycle
   • 4.1.1 Statutory Mandate & Purpose of Merchant Due Diligence
   • 4.1.2 Principal Identity Verification — National ID (NID) Authentication
   • 4.1.3 Business Legitimacy — Trade License, 13-Digit BIN & UBID Registration
   • 4.1.4 Physical Retail Stall & Operational Premises Validation
   • 4.1.5 Administrative Review Gate & Staged Storefront Activation
   • 4.1.6 Continuous Compliance, Annual License Renewal & Duty of Notification
   • 4.1.7 Fraudulent Onboarding, Misrepresentation & Immediate Disqualification
3. Section 4.2: Financial Ledger, Wallets & Escrow Terms (Clause TS-4.2)
   • 4.2.1 Fiduciary Custodianship & Limited Payment Collection Agency
   • 4.2.2 Institutional Double-Entry Accounting Architecture & Transaction Journaling
   • 4.2.3 Merchant Digital Wallet Anatomy & Balance Segregation
   • 4.2.4 Direct Cash Transactions & Non-Circulating Accounting Reconciliation
   • 4.2.5 Platform Commission Schedules & Administrative Transaction Fees
   • 4.2.6 Settlement Disbursement Schedules, Payout Thresholds & Methods
   • 4.2.7 Negative Balances, Setoff Rights, Chargebacks & Clawback Protocols
   • 4.2.8 Taxation, Statutory VAT Withholding at Source & Fiscal Compliance
4. Section 4.3: Merchant Account Succession & Deceased Estates (Clause TS-4.3)
   • 4.3.1 Statutory Foundations & Scope of Commercial Succession
   • 4.3.2 Notice of Demise & Immediate Protective Administrative Measures
   • 4.3.3 Enterprise Legal Form Distinction: Sole Proprietorships, Partnerships & Corporate Entities
   • 4.3.4 Evidentiary Documentation & Succession Certificate Requirements
   • 4.3.5 Storefront Continuation Protocol vs. Estate Liquidation
   • 4.3.6 Disputed Estates, Conflicting Claims & Judicial Interpleader Suits
5. Section 4.4: The 4-Tier Enforcement Ladder & Strike System (Clause TS-4.4)
   • 4.4.1 Principles of Progressive Discipline & Operational Proportionality
   • 4.4.2 Tier 1 Enforcement: Formal Advisory Warning & Educational Notice
   • 4.4.3 Tier 2 Enforcement: Operational Feature Freeze & Algorithmic Demotion
   • 4.4.4 Tier 3 Enforcement: Storefront Deactivation & The Order Drain Mandate
   • 4.4.5 Tier 4 Enforcement: Permanent Platform Ban & Multi-Identifier Blacklisting
   • 4.4.6 Zero-Tolerance Severe Breach Carveouts (Immediate Tier 4 Acceleration)
   • 4.4.7 Strike Decay Schedules, Account Rehabilitation & Record Cleansing
6. Section 4.5: Neutral Administrative Mediation & Due Process (Clause TS-4.5)
   • 4.5.1 Institutional Mandate & Impartiality of Platform Mediation
   • 4.5.2 Dispute Escalation Triggers, Deadlocks & Filing Windows
   • 4.5.3 Procedural Timelines & The Strict 48 to 72-Hour Resolution SLA
   • 4.5.4 Standards of Admissible Electronic Evidence & Authenticity Rules
   • 4.5.5 Natural Justice Protections & The Right to Rebuttal (Audi Alteram Partem)
   • 4.5.6 Scope of Administrative Remedies & Binding Enforcement Powers
   • 4.5.7 Internal Appeals Process & Senior Compliance Panel Review
   • 4.5.8 Statutory Preservation & Consumer Rights Regulatory Recourse
7. Section 4.6: Warranties, Disclaimers & Limitation of Liability (Clause TS-4.6)
   • 4.6.1 Marketplace Intermediary Status & “As-Is” Platform Service Provision
   • 4.6.2 Disclaimer of Product Warranties & Quality Representations
   • 4.6.3 Merchant Operational Autonomy & Courier Independence Disclaimers
   • 4.6.4 Comprehensive Exclusion of Consequential, Indirect & Special Damages
   • 4.6.5 Aggregate Monetary Liability Ceiling & Reciprocal Financial Caps
   • 4.6.6 Comprehensive Force Majeure Doctrine
   • 4.6.7 Mutual Indemnification Covenants & Third-Party Legal Defense
8. Section 4.7: Governing Law, Dispute Jurisdiction & Severability (Clause TS-4.7)
   • 4.7.1 Governing Substantive Law of the People’s Republic of Bangladesh
   • 4.7.2 Mandatory Amicable Negotiation & 30-Day Executive Conciliation Period
   • 4.7.3 Binding Commercial Arbitration under the Arbitration Act, 2001
   • 4.7.4 Exclusive Judicial Jurisdiction of the Civil Courts of Dhaka
   • 4.7.5 Waiver of Class, Collective & Representative Proceedings
   • 4.7.6 Preservation of Injunctive Relief & Emergency Equitable Remedies
   • 4.7.7 Contractual Severability, Reformation & The Blue-Pencil Doctrine
   • 4.7.8 Entire Agreement, Non-Waiver, Survival & Assignment Covenants
9. Section 4.8: Official Platform Glossary & Interpretation (Clause TS-4.8)
   • 4.8.1 Canonical Harmonization & Master Policy Integration
   • 4.8.2 Exhaustive Alphabetical Platform Terminology & Legal Definitions
   • 4.8.3 Formal Rules of Contractual Construction & Statutory Alignment
   • 4.8.4 Conflict of Policies & Document Precedence Hierarchy
   • 4.8.5 Platform Legal Bureau Sign-Off & Official Regulatory Contact

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Preamble: Contractual Agreement, Commercial Scope & User Eligibility (Clause TS-PRE)

P.1 Platform Purpose & Contractual Hierarchy

The Near Buy is an integrated hyperlocal e-commerce marketplace and neighborhood trading ecosystem operated by The Near Buy Marketplace Limited (“the Platform”, “we”, “us”, or “our”). The platform provides digital infrastructure, geolocation discovery, catalog management, interactive bargaining facilities, secure order routing, escrow custodianship, and fulfillment verification mechanisms connecting local brick-and-mortar merchants and independent retail stalls (“Merchants”, “Vendors”, or “Sellers”) directly with nearby consumers (“Buyers” or “Customers”) and neighborhood logistics handlers (“Couriers”).

These Terms of Service & Platform Governance (“Terms” or “Agreement”) constitute a legally binding commercial contract entered into between you (in your capacity as an individual consumer, sole proprietor, authorized corporate agent, or logistics partner) and The Near Buy Marketplace Limited.

This document operates as the supreme commercial contract of the platform and governs all access to, registration upon, and commercial transactions executed through the web portals, mobile client applications, and administrative interfaces of The Near Buy. This Agreement must be read and enforced in harmonious conjunction with our auxiliary governing documentation:

1. Community Standards & Code of Conduct (Document 1): Establishing non-negotiable behavioral boundaries, physical safety protections, hate speech prohibitions, and anti-harassment standards.
2. Platform & Commerce Policies (Document 2): Regulating product catalog listings, non-food merchandise restrictions, mandatory quality standards, interactive price negotiation rules, physical handover handshakes, and return workflows.
3. Privacy, Data Protection & System Security Policy (Document 3): Regulating data handling, device permissions, anti-doxxing covenants, customer confidentiality, and cybersecurity safeguards.

In the event of an irreconcilable conflict between this document and any auxiliary policy, the provisions of this Terms of Service & Platform Governance agreement shall control with respect to commercial obligations, financial settlements, liability limits, and legal jurisdiction.

P.2 Statutory Grounding & Electronic Contracting Enforceability

This Agreement is drafted, executed, and legally enforceable under the substantive and procedural laws of the People’s Republic of Bangladesh. Specifically, this contract derives its binding authority from:

• The Contract Act, 1872: Formulating valid mutual consent (Section 13), free consent without coercion or misrepresentation (Section 14), lawful consideration, and legal capacity to enter enforceable obligations (Sections 10 and 11).
• The Information and Communication Technology Act, 2006 (as amended): Establishing the formal legal validity, enforceability, and evidential admissibility of electronic contracts, digital offers, electronic acceptances, and computer-generated records (Sections 6, 7, and 8).
• The Digital Commerce Operation Guidelines 2021 (Ministry of Commerce): Mandating explicit contractual disclosures, fair trading terms, unambiguous buyer consent, and transparent merchant identification across all digital marketplaces operating within Bangladesh.
• The Consumer Rights Protection Act, 2009: Enforcing statutory consumer rights, prohibitions against anti-consumer trade practices, deceptive representations, and product quality adulterations.

AFFIRMATIVE ELECTRONIC ASSENT: By accessing the platform, browsing active storefronts, registering an account, clicking any button designated “Agree”, “Register”, “Place Order”, “Accept Offer”, or “Submit Application”, or by downloading our mobile application, you explicitly confirm that you have read, understood, and agreed to be legally bound by all terms, conditions, and operational policies contained herein. If you do not agree to these terms in their entirety, you must immediately cease all access to the platform and refrain from transacting within the ecosystem.

P.3 Multi-Sided Marketplace Roles & Relationship of Parties

The Near Buy functions as a tri-partite commercial venue and digital marketplace intermediary. The contractual relationships established across the platform are defined as follows:

1. Independent Third-Party Commercial Transactions: The Near Buy operates as an intermediary software venue. All purchase transactions, sale agreements, and bargaining contracts executed through the platform are bilateral contracts formed directly between the participating Buyer and the specific Merchant. The Near Buy is not a manufacturer, distributor, retailer, importer, or direct seller of the merchandise displayed on vendor storefronts, nor does it hold title to any listed goods at any point in the transaction cycle.
2. Platform-as-a-Service & Technical Escrow Custodianship: The Near Buy provides marketplace hosting, search and discovery algorithms, interactive bargaining software, payment gateway integration, and financial ledger escrow services. The Platform acts solely as a limited payment collection agent and escrow custodian on behalf of the merchant to receive, hold, and disburse transaction proceeds strictly in accordance with this Agreement.
3. Independent Contractor Status: No provision of this Agreement, nor any action taken pursuant to it, shall be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between The Near Buy and any Merchant, Courier, or Buyer. Merchants retain total autonomy regarding the selection of their legal non-food inventory, the physical operation of their stalls, and the management of their independent employees.
4. Logistics & Delivery Operations: When delivery services are performed by independent neighborhood couriers or store-employed delivery runners, such couriers act either as agents of the merchant or as independent logistics providers. The Near Buy facilitates fulfillment status tracking and cryptographic verification handshakes but does not operate as a common carrier.

P.4 User Eligibility, Legal Capacity & 18+ Age Threshold

To ensure the legality of transactions executed within the marketplace, eligibility to register, buy, sell, or provide logistics services on The Near Buy is subject to strict statutory requirements:

• Age of Majority (18+ Mandatory): Under Section 11 of the Contract Act, 1872, contracts entered into by minors are voidable or void ab initio. Accordingly, you must be at least eighteen (18) years of age on the date of account creation to register an account, execute a purchase, submit a binding price offer, or onboard as a merchant or courier.
• Minor Use Restrictions: Individuals aged sixteen (16) or seventeen (17) may only browse the public product catalog under the direct supervision, guidance, and explicit consent of a parent or legal guardian who accepts full legal responsibility for all platform activities. Minors are strictly barred from:
  1. Creating an autonomous buyer or merchant account.
  2. Entering into interactive bargaining negotiations.
  3. Authorizing cash or electronic payment commitments.
  4. Onboarding as a delivery courier or stall manager.
• Full Legal Capacity: You represent and warrant that you are of sound mind, possess full legal competence to contract, and are not currently disqualified, bankrupt, or restrained by any court of competent jurisdiction in Bangladesh or elsewhere from entering into commercial agreements.
• Prior Account Standing: You must not have been previously suspended, expelled, or permanently banned from The Near Buy for violations of our Community Standards, Commerce Policies, or anti-fraud protocols. Creating secondary accounts to evade an administrative strike or ban constitutes a material breach of this Agreement.
• Geographic Residency: Buyers and Merchants must reside or maintain physical commercial operations within the designated active operational districts of the People’s Republic of Bangladesh (commencing with the Dhaka metropolitan area and expanding to declared municipal zones).

P.5 Account Creation, Credential Custodianship & Security Integrity

Each user account registered on The Near Buy is personal, unique, and non-transferable:

• Truthful Profile Information: When registering an account, you must provide accurate, current, and complete information, including your legal name, active mobile telephone number, verifiable physical delivery address, and electronic mail address. Registering under a fictitious identity, using disposable VoIP telephone numbers, or impersonating another living individual or commercial entity is strictly prohibited.
• Credential Safeguarding & Multi-Factor Security: You are solely responsible for maintaining the strict confidentiality of your account login credentials, passwords, cryptographic one-time passwords (OTPs), and mobile session tokens. You must not disclose, share, transfer, or lend your account credentials to any third party.
• Fiduciary Responsibility for Account Activities: Any order placed, bargain proposed, customer message sent, review posted, or financial disbursement requested through your authenticated account shall be conclusively deemed to have been executed or authorized by you. You accept full financial and legal responsibility for all transactions occurring under your credentials.
• Immediate Breach Notification: If you know or have reasonable grounds to suspect that your account credentials have been compromised, stolen, or accessed by an unauthorized third party, you must immediately notify our Platform Security and Customer Support team and execute a credential reset. The Near Buy shall not be held liable for any loss, unauthorized purchase, or escrow disbursement occurring prior to the formal receipt and acknowledgment of such compromise notification.
• One Person, One Commercial Identity: Individual buyers may maintain only one active personal purchasing profile. Merchants are restricted to one registered corporate identity, though multi-stall retail organizations may register authorized branch locations under a verified centralized corporate profile subject to platform administrative validation.

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Section 4.1: Merchant Onboarding & Mandatory KYC Standards (Clause TS-4.1)

Commerce privileges on The Near Buy are an earned operational trust. Operating an active digital storefront, listing products, bargaining with consumers, and withdrawing merchant proceeds from the platform financial ledger are strictly conditioned upon completing our rigorous Know Your Customer (KYC), business legitimacy screening, and physical stall verification protocols.

The End-to-End Merchant Onboarding & Verification Lifecycle

To provide total transparency regarding the procedural mechanisms governing merchant admission, the platform enforces a strict seven-stage verification lifecycle. Every applicant must successfully navigate each sequential phase before their digital storefront is activated for public commerce:

1. Stage 1 — Digital Registration & Profile Creation: The prospective merchant initiates onboarding by creating an authenticated merchant administrative profile, providing legal contact coordinates, business trade designation, and designated shop managerial details.
2. Stage 2 — Evidentiary KYC Dossier Submission: The merchant compiles and uploads the comprehensive regulatory dossier, consisting of high-resolution front-and-back National Identity Card captures, the current municipal Trade License, proof of 13-digit Business Identification Number (BIN) or Unique Business Identification (UBID), exact physical stall address, and GPS geographic entrance coordinates.
3. Stage 3 — Tripartite Document & Civic Registry Screening: The platform compliance bureau subjects the submitted dossier to multi-point verification:
   • Civic identity authentication confirming the applicant is at least 18 years of age and in good standing with national civil registry records.
   • Commercial legitimacy analysis verifying the validity, trade classification, and municipal payment standing of the business license.
   • Beneficial ownership assessment identifying all ultimate controlling owners holding a twenty-five percent (25%) or greater stake in the enterprise.
4. Stage 4 — Anti-Financial Crime & Watchlist Screening: In strict adherence to national counter-terrorism and anti-money laundering mandates, the applicant’s civic identity, trade name, and beneficial owners are screened against national and international sanctions, money laundering registries, and law enforcement watchlists.
5. Stage 5 — Hyperlocal Geographic & Physical Stall Audit: Compliance officers verify that the declared physical stall or retail workshop is an authentic, non-residential brick-and-mortar facility located within the platform’s active delivery radius, backed by high-resolution photographs of the permanent exterior business signboard and interior non-food retail inventory.
6. Stage 6 — Administrative Review Gate & Determination: While undergoing compliance review, the merchant account remains in a secure, non-public “Pending Verification” state. The compliance bureau executes one of three definitive determinations within two to three (2-3) business days:
   • Full Approval: The merchant dossier satisfies all statutory and operational criteria without defect. The digital storefront is unlocked, catalog listings are published across the neighborhood discovery grid, and commercial trading authority is granted.
   • Conditional Deficiency Notice: Minor typographical errors, expired municipal documents, or indistinct photographic captures trigger a formal Notice of Deficiency, opening a mandatory seven (7) calendar day cure window for resubmission.
   • Absolute Rejection: Incurable statutory defects, unlicensed commercial categories, or failed integrity checks result in formal application denial.
7. Stage 7 — Fraud Disqualification & Blacklist Enforcement: In the event of deliberate document forgery, identity theft, or submission of counterfeit trade records, the application is immediately terminated, credentials and physical premises coordinates are permanently blacklisted, and the evidentiary file is escalated to state regulatory and law enforcement authorities.

4.1.1 Statutory Mandate & Purpose of Merchant Due Diligence

To eliminate fraudulent storefronts, counterfeit product distribution, tax evasion, and fly-by-night operations, The Near Buy enforces institutional-grade merchant screening. This screening operationalizes:

1. Digital Commerce Operation Guidelines 2021 (Clause 3.1.1 & 3.1.2): Mandating that digital commerce platforms verify, register, and publicly display the genuine legal name, physical business address, Municipal Trade License number, and Tax/Business Identification Number of every participating seller.
2. Prevention of Money Laundering Act, 2012: Requiring financial intermediaries and digital escrow platforms to establish Customer Due Diligence (CDD) and verify the beneficial ownership of commercial accounts.
3. National Identity Registration Act, 2010: Ensuring the authentic civic identity of sole proprietors, stall partners, and corporate directors operating within the sovereign jurisdiction of Bangladesh.

Merchants who fail or refuse to satisfy every requirement of this Section 4.1 are strictly prohibited from publishing inventory, transacting with consumers, or accessing platform payout facilities.

4.1.2 Principal Identity Verification — National ID (NID) Authentication

Every individual seeking to register a merchant storefront—whether as an independent sole proprietor, an active general partner, or the designated managing director of an incorporated retail entity—must complete comprehensive identity verification:

• Government-Issued National Identity Card (NID): The applicant must submit their official 10-digit smart National Identity Card or 17-digit legacy NID issued by the Election Commission of Bangladesh.
• High-Resolution Document Capture: The applicant must upload clear, uncropped, full-color digital photographic captures of both the front and reverse sides of the physical NID card. Scanned photocopies, blurred captures, black-and-white reproductions, or digitally edited images will be automatically rejected.
• Automated & Manual Cross-Validation: The platform compliance team verifies the document against national identity standards, validating:
  1. Complete legal name matching the merchant registration application.
  2. Date of birth (confirming satisfaction of the mandatory 18+ age threshold).
  3. Father’s and mother’s names as recorded in civic registries.
  4. Machine-readable facial photography and national security background markings.
• Beneficial Ownership Disclosure: Where a retail business is owned by an incorporated entity or registered partnership, the applicant must identify all beneficial owners holding an equity stake of twenty-five percent (25%) or greater, together with corresponding NID credentials for each beneficial owner.
• Watchlist & Sanctions Screening: All applicant credentials are autonomously screened against national and international anti-terrorism, money laundering, and economic sanctions watchlists in compliance with the Anti-Terrorism Act, 2009.

4.1.3 Business Legitimacy — Trade License, 13-Digit BIN & UBID Registration

In accordance with Bangladesh commercial regulations, digital retail operations must be anchored in valid municipal and fiscal registrations:

• Municipal Trade License: Every merchant must provide a clear, current, and legally valid Municipal Trade License (Byabsha License) issued by the relevant City Corporation, Municipality (Pourashabha), or Union Parishad having geographic jurisdiction over the merchant’s physical shop premises.
  • The Trade License must reflect the merchant’s correct business trade name.
  • The designated commercial nature of business must encompass non-food retail, consumer merchandise trade, or specialty commodity distribution.
  • The license must be currently active and show proof of paid annual renewal fees for the prevailing fiscal year.
• 13-Digit Business Identification Number (BIN): Merchants must submit their valid 13-digit Value Added Tax (VAT) Business Identification Number issued by the National Board of Revenue (NBR). Submission of a valid BIN is mandatory for:
  1. Any merchant operating as a registered private limited company or partnership.
  2. Any retail enterprise whose annual turnover meets or exceeds statutory VAT registration thresholds established under the Value Added Tax and Supplementary Duty Act, 2012.
  3. Any vendor retailing electrical appliances, imported luxury goods, branded cosmetics, or regulated domestic commodities.
• Unique Business Identification (UBID): Where a merchant has been issued an official UBID by the Ministry of Commerce under the national digital commerce regulatory framework, the merchant must register this identification number within their platform business profile.
• Taxpayer Identification Number (TIN): Merchants must submit their electronic Taxpayer Identification Number (e-TIN) registered with the National Board of Revenue to ensure fiscal accountability.

4.1.4 Physical Retail Stall & Operational Premises Validation

The Near Buy is fundamentally a hyperlocal marketplace connecting local physical stores with surrounding residential neighborhoods. Virtual dropshippers lacking dedicated physical premises, offshore shell entities, and speculative intermediaries are ineligible for merchant onboarding:

• Verifiable Physical Storefront Address: The applicant must provide the exact street address of their physical brick-and-mortar stall, retail showroom, or neighborhood warehouse. The address must include:
  1. Holding number, street name, and road/sector/block designation.
  2. Neighborhood, Thana, Ward, and Postal Code.
  3. District and City Corporation jurisdiction within Bangladesh.
• High-Precision Geolocation Pinning: During onboarding, the merchant must place a high-precision geographic pinpoint corresponding to their physical entrance coordinates. This coordinate anchor governs:
  1. The merchant’s active 4-hour local delivery geofence (radius up to 22 kilometers).
  2. The merchant’s same-day citywide fulfillment radius (radius up to 50 kilometers).
  3. Customer self-pickup and in-store return drop-off routings.
• Visual Photographic Proof of Premises: Merchants must upload high-resolution photographic evidence demonstrating an established physical retail presence:
  • Exterior Signboard Photo: A clear, wide-angle photograph capturing the physical exterior of the stall or shop, showing the permanent business signboard displaying the trade name matching the submitted Trade License.
  • Interior Retail Inventory Photo: A clear interior photograph showing the on-shelf physical inventory of non-food products ready for customer fulfillment.
• Verified Business Communications: The merchant must register an active, official mobile telephone number capable of receiving SMS OTP verifications and operational phone calls from customers and platform logistics operators during declared business hours.

4.1.5 Administrative Review Gate & Staged Storefront Activation

Merchant registration on The Near Buy is strictly gated by human administrative review:

1. Staged Onboarding State: Upon submitting the initial registration form, NID files, Trade License, and shop photographs, the merchant’s account is placed into a secure Pending Verification state.
2. Public Inaccessibility: While in Pending Verification, the merchant storefront is completely hidden from public visibility. The stall will not appear in neighborhood search results, category browsing, geographic map feeds, or bargaining channels. The merchant cannot accept customer orders or process financial transactions.
3. Institutional Review SLA: Platform compliance officers conduct a thorough evidentiary review of the submitted KYC dossier within two to three (2-3) business days. Review procedures include:
   • Document clarity and authenticity inspection.
   • Cross-referencing trade license numbers with municipal databases where accessible.
   • Phone verification interview with the stall proprietor or managing director.
   • Inspection of physical storefront photographs to ensure absence of prohibited food items or banned merchandise.
4. Conditional Approval & Activation: Once all criteria are verified without discrepancy, the compliance team issues formal Administrative Approval. The merchant profile is marked as a Verified Merchant, the digital storefront is published across the hyperlocal discovery grid, and catalog listings become available for consumer purchasing.
5. Notice of Deficiency & 7-Day Cure Window: If a submitted document is expired, illegible, or contains minor typographical discrepancies, the compliance team will issue an electronic Notice of Deficiency specifying the missing or defective documentation. The applicant is granted a seven (7) calendar day cure window to submit corrected documentation. Failure to cure within seven days results in automated cancellation of the application.

4.1.6 Continuous Compliance, Annual License Renewal & Duty of Notification

KYC compliance is not a one-time transaction; it represents a continuing legal covenant throughout the merchant’s commercial tenure on The Near Buy:

• Annual Trade License Renewal: Within thirty (30) calendar days prior to the expiration of their municipal Trade License, the merchant must upload a certified copy of their renewed Trade License and proof of paid municipal fees for the subsequent fiscal period. Failure to provide a renewed license prior to expiration results in automated suspension of storefront visibility until verified.
• Immediate Duty of Notification (7-Day Rule): Merchants are legally obligated to notify the platform compliance bureau in writing within seven (7) calendar days of any material change affecting their business status, including:
  1. Alteration of the commercial trade name, registered corporate name, or branding.
  2. Physical relocation of the retail stall or change in primary warehouse premises.
  3. Transfer of proprietary ownership, change in general partners, or reconstitution of the corporate board of directors.
  4. Revocation, suspension, or non-renewal of any municipal trade license or BSTI certification.
  5. Any civil litigation, insolvency proceedings, or regulatory enforcement actions initiated by the Directorate of National Consumer Rights Protection (DNCRP), the National Board of Revenue (NBR), or law enforcement agencies.
• Periodic Re-Verification Audits: The Near Buy reserves the right to conduct periodic random or risk-triggered re-verification audits of active merchant accounts. During an audit, the platform may request updated utility bills, physical lease agreements, or conduct an in-person physical inspection of the stall premises by platform field representatives.

4.1.7 Fraudulent Onboarding, Misrepresentation & Immediate Disqualification

The Near Buy enforces a zero-tolerance policy against identity fraud, regulatory deception, and counterfeit commercial documentation:

• Material Misrepresentation: Submitting forged NID documents, altered trade licenses, fictitious physical addresses, stock photographs belonging to third-party businesses, or stolen civic credentials constitutes a criminal violation of the Penal Code, 1860 and the Information and Communication Technology Act, 2006.
• Immediate Revocation & Permanent Blacklisting: Any merchant application or active account found to contain fraudulent documentation will suffer:
  1. Immediate, permanent termination of platform access without right of appeal.
  2. Permanent blacklisting of the applicant’s NID number, Trade License, phone number, physical address, and device hardware identifiers.
  3. Immediate freezing of all funds residing in the platform financial ledger pending judicial or regulatory instruction.
• Statutory Criminal Escalation: In cases of deliberate identity fraud or commercial counterfeiting, The Near Buy will compile the complete digital dossier—including submitted image files, IP access logs, physical GPS metadata, and transaction records—and formally surrender the evidentiary file to the Criminal Investigation Department (CID) of Bangladesh Police and the Directorate of National Consumer Rights Protection (DNCRP) for statutory criminal prosecution.

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Section 4.2: Financial Ledger, Wallets & Escrow Terms (Clause TS-4.2)

To guarantee institutional integrity, commercial transparency, and regulatory compliance across all neighborhood transactions, The Near Buy operates a centralized, platform-managed financial ledger and digital escrow custodial framework. This section establishes the contractual covenants, accounting standards, settlement cycles, and fee schedules governing all funds circulating through the marketplace.

4.2.1 Fiduciary Custodianship & Limited Payment Collection Agency

The Near Buy Marketplace Limited operates as a limited payment collection agent and digital escrow custodian on behalf of participating merchants:

• Appointment as Limited Agent: Each merchant expressly appoints The Near Buy as its limited commercial agent for the sole purpose of receiving, holding, administering, and disbursing payments made by buyers for merchandise purchased through the platform.
• Discharge of Buyer Indebtedness: When a buyer makes full payment for an order through an integrated electronic payment rail (such as a credit card, debit card, or authorized digital wallet) to The Near Buy, the buyer’s financial obligation to the merchant is fully and irreversibly satisfied and discharged. The merchant must fulfill and deliver the purchased merchandise without seeking supplementary or duplicate payment from the buyer, regardless of whether the platform has yet disbursed the funds to the merchant’s external bank account.
• Segregation of Escrow Funds: All funds received from buyers for active, unfulfilled, or recently delivered orders are held in dedicated custodial escrow accounts maintained with authorized scheduled commercial banks in Bangladesh. Platform escrow funds are legally segregated from The Near Buy’s operational capital, corporate funds, and administrative expenditure accounts. Merchant escrow balances are not available to creditors of The Near Buy in the event of platform insolvency or liquidation.
• No Banking or Deposit Status: Digital wallet balances maintained within the platform financial ledger do not constitute banking deposits, savings accounts, or investment securities under the Banking Companies Act, 1991. Wallet balances do not accrue interest, dividends, or investment yield. The platform operates solely as a commercial transactional intermediary and escrow clearinghouse.

4.2.2 Institutional Double-Entry Accounting Architecture & Transaction Journaling

The platform financial ledger is built upon an institutional-grade, immutable double-entry bookkeeping framework. Every economic movement within the marketplace generates an indelible, non-erasable, and auditable accounting record:

• Immutable Financial Records: Every financial event—including customer electronic checkout, order cancellation, post-delivery escrow release, cash sale confirmation, dispute refund, platform commission deduction, and settlement payout—generates an immutable ledger journal entry. Once posted, ledger entries cannot be overwritten, edited, deleted, or backdated by any platform participant or administrator.
• Continuous Snapshot Balances: Every transaction record captures the exact snapshot state of the merchant’s financial accounts immediately before and after the event. This architectural snapshot establishes absolute auditability and eliminates ledger discrepancies.
• Source Attribution & Cryptographic Integrity: Every financial entry is tied to a unique, cryptographically signed operational source key (such as an authorized order identifier, customer service dispute resolution record, or formal payout reference). Unilateral, unreferenced balance injections or manual balance alterations are programmatically impossible.
• Statutory Fiscal Auditability: Ledger records are maintained in strict conformity with national accounting frameworks and the electronic audit trail standards established by the National Board of Revenue (NBR) under the Value Added Tax and Supplementary Duty Act, 2012. Merchants can access, review, and download comprehensive electronic financial statements reflecting all historic credits, debits, taxes, and platform fees.

4.2.3 Merchant Digital Wallet Anatomy & Balance Segregation

Every verified merchant account is provisioned with a dedicated platform financial wallet maintained in lawful currency of Bangladesh (Bangladeshi Taka - BDT). The merchant digital wallet enforces strict balance segregation across distinct operational categories:

1. Pending Escrow Balance:
   • Definition & Custody: The Pending Escrow Balance represents funds successfully paid by buyers through electronic checkout gateways for orders that are currently in fulfillment, transit, or within the post-delivery return window.
   • Ineligibility for Withdrawal: Funds held within the pending escrow balance remain under active platform custodial protection. They cannot be withdrawn, transferred, or pledged by the merchant until fulfillment has been verified and all statutory return or dispute clearance conditions have been satisfied.
   • Escrow Release Mechanism: Upon verified physical delivery of the product and completion of the mandatory return inspection window (or upon affirmative customer acceptance), the net order funds automatically migrate from the Pending Escrow Balance into the Available Withdrawable Balance.
2. Available Withdrawable Balance:
   • Definition & Clearance: The Available Withdrawable Balance reflects cleared, unencumbered commercial funds belonging to the merchant following successful transaction fulfillment and deduction of applicable platform commissions.
   • Withdrawal Eligibility: Funds in the available balance are immediately eligible for settlement disbursement to the merchant’s verified external bank account or authorized mobile financial service (MFS) account, subject to standard payout processing schedules and minimum withdrawal thresholds.
   • Encumbrance & Hold Authority: The platform reserves the right to temporarily freeze or restrict access to the available balance in the event of an active customer product dispute, regulatory inquiry, unrectified KYC deficiency, or suspected fraudulent activity.
3. Historical Lifetime Accounting Metrics:
   • The financial ledger maintains permanent, cumulative accounting totals documenting the merchant’s lifetime platform earnings, lifetime debits, lifetime dispute refunds, and lifetime direct cash sales. These cumulative metrics cannot be altered and serve as official records for tax reporting, credit evaluation, and regulatory compliance.

4.2.4 Direct Cash Transactions & Non-Circulating Accounting Reconciliation

The Near Buy provides specialized accounting treatment for Cash-on-Delivery (COD) and in-store customer cash collections to preserve financial accuracy and prevent artificial balance inflation:

• The Physical Cash Collection Principle: In Cash-on-Delivery and in-person store collection transactions, the customer pays the purchase price directly in physical paper currency to the merchant or the merchant’s designated courier upon physical handover, verified through the platform’s mandatory 8-digit verification code or cryptographic QR handshake.
• Non-Circulating Ledger Accounting: Because physical cash is collected directly and retained in hand by the merchant—and is never deposited into or handled by The Near Buy’s escrow bank accounts—the platform financial ledger does not add direct cash receipts to the merchant’s digital withdrawable wallet balance.
• Direct Sales Journaling: To ensure complete fiscal transparency, tax compliance, and accurate sales analytics, the platform ledger records every completed cash transaction as a Direct Cash Sale. This entry records the gross transaction value, validates the order fulfillment, itemizes applicable Value Added Tax, and adjusts inventory levels without creating an unbacked, artificial cash liability on the platform’s balance sheet.
• Commission Reconciliation on Cash Sales: Platform commissions and administrative fees earned by The Near Buy on completed cash sales are reconciled against the merchant’s available digital wallet balance or debited during scheduled settlement cycles. If the merchant’s digital wallet balance is insufficient to cover platform fees accrued from cash transactions, the outstanding fee is recorded as a lawful debt subject to setoff under Section 4.2.7.

4.2.5 Platform Commission Schedules & Administrative Transaction Fees

The Near Buy charges agreed commercial service fees and transaction commissions in exchange for providing marketplace infrastructure, customer traffic, search visibility, interactive bargaining tools, and payment processing services:

• Marketplace Service Commission: The Near Buy charges a transparent commission on each completed transaction, calculated as an agreed percentage of the gross order subtotal (exclusive of government Value Added Tax and direct third-party logistics fees). The standard commission rate applicable to the merchant’s registered product categories is formally established in the merchant’s commercial agreement during onboarding.
• Promotional & Category-Specific Fee Structures: The platform may establish differentiated commission schedules across product categories or introduce temporary promotional rates to stimulate specific local retail sectors. Any modification to standard commission rates will be communicated to merchants with at least fourteen (14) calendar days of advance written notice.
• Electronic Payment Processing Fees: Digital transactions processed through third-party banking networks, international card schemes, or mobile financial service gateways may incur third-party payment processing fees. These fees represent actual gateway pass-through costs and are itemized separately on the merchant’s transaction statement.
• Automatic Net Settlement Deduction: All platform service commissions, statutory taxes withheld at source, and applicable payment processing fees are automatically calculated and deducted at the moment order proceeds are transitioned from the Pending Escrow Balance to the Available Withdrawable Balance. Merchants receive net settled proceeds without the need for manual invoice payments.

4.2.6 Settlement Disbursement Schedules, Payout Thresholds & Methods

Merchants may withdraw cleared funds from their Available Withdrawable Balance to their external financial accounts in accordance with platform settlement rules:

• Authorized Disbursement Channels: Settlement payouts are executed exclusively through authorized financial institutions licensed by Bangladesh Bank:
  1. Direct Electronic Commercial Bank Transfer: Disbursements processed via the Bangladesh Electronic Funds Transfer Network (BEFTN), Real-Time Gross Settlement (RTGS), or National Payment Switch Bangladesh (NPSB).
  2. Licensed Mobile Financial Services (MFS): Disbursements routed to authorized merchant accounts operated by bKash, Nagad, or Rocket.
• Account Name Matching Invariant: To prevent money laundering and third-party fund diversion, the legal name and tax registration on the receiving bank account or MFS merchant account must strictly match the verified legal entity name or registered sole proprietor name validated during merchant KYC onboarding under Section 4.1. Disbursements to third-party accounts, personal accounts of non-owner employees, or unverified wallets are strictly prohibited.
• Minimum Settlement Threshold: To maintain operational efficiency and minimize banking transaction overhead, the platform enforces a minimum withdrawal threshold of Five Hundred Bangladeshi Taka (BDT 500). Withdrawal requests below this threshold will accumulate in the available balance until the threshold is met.
• Settlement Schedules & Timelines: Standard settlement requests are processed on fixed administrative business cycles (e.g., weekly or bi-weekly disbursement runs on declared banking business days). Depending on the recipient banking network, cleared funds typically reflect in the merchant’s commercial bank account within two to three (2-3) banking business days following disbursement authorization.
• Disbursement Administrative Holds: The Near Buy reserves the express legal right to suspend, delay, or place an administrative hold on merchant disbursements under the following defined circumstances:
  1. When a merchant exhibits an abnormal spike in customer product disputes, return claims, or order non-fulfillment.
  2. When the merchant’s municipal Trade License has expired and has not been re-verified under Section 4.1.6.
  3. When an active investigation into alleged counterfeit goods, stolen property, or fraudulent pricing is ongoing.
  4. Pursuant to a formal freezing order, garnishment notice, or regulatory directive issued by Bangladesh Bank, the National Board of Revenue, the Directorate of National Consumer Rights Protection, or a court of competent jurisdiction.

4.2.7 Negative Balances, Setoff Rights, Chargebacks & Clawback Protocols

A merchant’s digital wallet may reflect a negative balance if adjustments, customer refunds, or chargebacks exceed available funds:

• Circumstances Creating Negative Balances: A negative balance may occur when:
  1. A customer dispute is resolved in the buyer’s favor through the Nine-Step Return State Machine (governed by Document 2), requiring a mandatory refund after the merchant has already withdrawn order proceeds.
  2. A financial institution or card issuing bank executes a formal fraud chargeback or unauthorized transaction clawback against a previous order.
  3. Platform commission fees accrued on completed direct cash sales exceed the merchant’s cleared digital balance.
  4. An administrative audit reveals previous mathematical over-payments or erroneous duplicate disbursements.
• Contractual Right of Setoff: Under the general principles of the Contract Act, 1872, each merchant expressly grants The Near Buy a continuous, priority contractual lien and right of legal setoff over all current and future funds entering the merchant’s financial wallet. The platform is legally authorized to automatically apply any incoming order proceeds, pending escrow releases, or subsequent sales revenues toward the immediate satisfaction and reduction of any outstanding negative balance.
• Merchant Duty to Settle Deficits (14-Day Rule): If a merchant’s digital wallet reflects a net negative balance for a continuous period exceeding seven (7) calendar days, the platform will issue an electronic Formal Demand for Ledger Settlement. The merchant is legally obligated to cure the deficit and restore the wallet balance to zero or greater within fourteen (14) calendar days of the notice date by executing a direct electronic bank deposit to the platform’s escrow account.
• Civil Recovery & Legal Remedies: If a merchant fails or refuses to cure a negative balance within the prescribed fourteen-day window:
  1. The platform will immediately suspend the merchant’s storefront, delist all inventory, and freeze all operational permissions.
  2. The outstanding deficit shall accrue statutory interest at the rate of twelve percent (12%) per annum from the date of default until fully satisfied.
  3. The Near Buy reserves the right to initiate formal civil recovery proceedings under the Money Loan Court Act (Artha Rin Adalat Ain) or the Civil Procedure Code, 1908, and report the commercial default to the Credit Information Bureau (CIB) of Bangladesh Bank and relevant commercial credit rating registries.

4.2.8 Taxation, Statutory VAT Withholding at Source & Fiscal Compliance

Commercial transactions conducted on The Near Buy are fully subject to the tax laws of the People’s Republic of Bangladesh:

• Merchant Tax Responsibility: Every merchant is solely and independently responsible for calculating, reporting, filing, and paying all applicable direct and indirect taxes—including Income Tax, Value Added Tax (VAT), and local municipal duties—arising from the sale of merchandise through the platform. The Near Buy does not act as the merchant’s tax advisor, accountant, or corporate fiscal agent.
• Value Added Tax (VAT) Display & Accounting: In accordance with National Board of Revenue directives, listed merchandise prices must clearly indicate whether statutory VAT is included or itemized separately. All order invoices generated through the platform provide an itemized breakdown of the base product price and applicable statutory VAT to ensure complete consumer and fiscal transparency.
• VAT Deduction at Source (VDS) Mandate: To the extent mandated by the Value Added Tax and Supplementary Duty Act, 2012 and statutory regulatory orders issued by the National Board of Revenue, The Near Buy Marketplace Limited shall withhold applicable VAT at Source (VDS) and income tax deductions from commission disbursements or merchant proceeds. All withheld tax revenues are deposited directly into the Government Treasury under the platform’s registered Business Identification Number (BIN).
• Tax Withholding Certificates: The Near Buy provides verified merchants with verifiable electronic tax deduction certificates and periodic VAT withholding statements (Mushak-6.6 where applicable) to enable merchants to claim corresponding tax credits and deductions on their statutory annual returns filed with the National Board of Revenue.

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Section 4.3: Merchant Account Succession & Deceased Estates (Clause TS-4.3)

In neighborhood commerce, local retail stalls and family-owned enterprises represent enduring generational assets. The Near Buy recognizes that digital storefronts, accumulated customer reviews, established commercial goodwill, and platform ledger balances constitute valuable intangible property and financial assets of a merchant’s estate. This section establishes the legal mechanisms, succession protocols, evidentiary standards, and asset liquidation procedures governing merchant accounts upon the demise or legal incapacitation of an account holder.

4.3.1 Statutory Foundations & Scope of Commercial Succession

The succession, transfer, or liquidation of merchant accounts on The Near Buy is governed by the substantive and procedural laws of the People’s Republic of Bangladesh:

• The Succession Act, 1925: Regulating the grant of Succession Certificates, Letters of Administration, and probate of wills by competent civil courts concerning debts, securities, and financial balances held in platform escrow.
• The Contract Act, 1872 (Section 37): Providing that contractual promises bind the representatives of the promisors in case of the demise of such promisors prior to performance, unless contrary intent appears from the nature of the engagement.
• Personal Laws of Inheritance: Succession to the estate of an individual sole proprietor—including Muslim Personal Law (Shariat) Application Act, 1937 and the Islamic rules of inheritance (Faraiz), the Hindu Law of Inheritance, the Christian Succession laws, and other applicable personal laws—shall govern the lawful devolution of estate property among certified legal heirs (Waris).
• Corporate & Partnership Enactments: Where a merchant operates as a corporate entity or registered firm, commercial continuity is governed by the Companies Act, 1994 and the Partnership Act, 1932, superseding individual personal succession.

4.3.2 Notice of Demise & Immediate Protective Administrative Measures

To safeguard the deceased merchant’s financial assets, protect consumers from unfulfillable orders, and prevent fraudulent misappropriation by unauthorized third parties, the platform enforces strict protective protocols upon the demise of an account owner:

• Mandatory Duty of Notification: Surviving family members, certified legal heirs, appointed estate administrators, or commercial partners must notify The Near Buy Compliance Bureau in writing within fourteen (14) calendar days following the merchant’s demise. The notification must be accompanied by an official, government-certified Death Certificate issued by the relevant City Corporation, Municipal Pourashabha, or Union Parishad.
• Immediate Storefront Visibility Suspension: Upon receipt of verified notice of demise, the platform immediately places the digital storefront into a protective Temporary Administrative Hold. The stall and its active catalog listings are temporarily removed from public discovery feeds, neighborhood search results, and interactive bargaining channels to prevent the accumulation of unserviceable consumer orders.
• Order Fulfillment & Cancellation Protocol:
  1. In-Flight Orders in Processing: If the deceased merchant’s physical stall remains staffed by authorized retail personnel, orders already confirmed prior to demise may proceed to delivery fulfillment subject to standard cryptographic QR verification.
  2. Unserviceable Orders: Any pending order that cannot be fulfilled within platform delivery SLAs is promptly cancelled by platform administrators, and escrowed funds are refunded in full to the affected buyers.
• Comprehensive Financial Disbursement Freeze: The platform financial ledger automatically places an immediate, total administrative hold on all external payouts and ledger disbursements from the merchant digital wallet. No funds may be withdrawn, transferred, or disbursed until legal succession is formally established in accordance with Section 4.3.4.

4.3.3 Enterprise Legal Form Distinction: Sole Proprietorships, Partnerships & Corporate Entities

The legal procedure for managing account succession depends strictly upon the commercial enterprise structure registered during merchant onboarding:

1. Sole Proprietorships (Ekak Malikana):
   • Under Bangladesh law, a sole proprietorship has no legal personality distinct from its individual owner. The demise of the sole proprietor legally dissolves the proprietorship.
   • The digital storefront, customer review history, accumulated platform ratings, and ledger balances form indivisible components of the deceased proprietor’s estate, subject to statutory inheritance and succession proceedings.
2. Registered Partnerships (Ongshidari Karbar):
   • In accordance with Section 42 of the Partnership Act, 1932, a partnership is dissolved by the demise of a partner unless the registered Partnership Deed explicitly provides for the continuation of the firm by surviving partners.
   • If continuation is authorized, the surviving partners must submit:
     1. A certified copy of the deceased partner’s Death Certificate.
     2. A certified copy of the registered Partnership Deed.
     3. A reconstituted Partnership Deed or Deed of Retirement/Admittance.
     4. An updated Municipal Trade License reflecting the reconstituted partnership.
   • Upon administrative validation, operational control of the digital stall is reassigned to the surviving partners, and financial disbursements resume to the firm’s verified commercial bank account.
3. Private Limited Companies (Private Limited Company):
   • Incorporated entities enjoy perpetual succession under the Companies Act, 1994. The demise of an individual director, managing director, or shareholder does not dissolve the company or terminate the merchant account.
   • The surviving board of directors must submit:
     1. Official Death Certificate of the deceased director.
     2. Certified Extract of a formal Board Resolution appointing a new designated representative or managing director to administer the platform account.
     3. Certified Form XII (Particulars of Directors) issued and authenticated by the Registrar of Joint Stock Companies and Firms (RJSC).
   • Operational authority is seamlessly updated to the newly appointed corporate representative without disrupting public storefront visibility.

4.3.4 Evidentiary Documentation & Succession Certificate Requirements

For sole proprietorship estates, release of wallet funds and transfer of digital storefront ownership require unequivocal evidentiary proof of legal inheritance:

• Foundational Civic Documentation:
  1. Government Death Certificate: Official certificate issued by the competent civic registrar (City Corporation, Pourashabha, or Union Parishad).
  2. Legal Heirship Certificate (Warisnamah): Official Waris certificate issued by the local Ward Councilor, Pourashabha Mayor, or Union Parishad Chairman, certifying the complete list of surviving legal heirs and their respective filial relationships to the deceased.
  3. Identity Verification of Heirs: High-resolution front and reverse National Identity Card (NID) captures for every surviving legal heir identified in the Warisnamah.
• Judicial Succession Certificate Thresholds:
  • Balances Exceeding BDT 50,000: Where the merchant’s Available Withdrawable Balance exceeds Fifty Thousand Bangladeshi Taka (BDT 50,000), or where the estate includes active commercial contracts, the platform strictly requires an authenticated Succession Certificate issued by a competent Civil Court (District Judge or Subordinate Judge Court) under Part X of the Succession Act, 1925.
  • Balances of BDT 50,000 or Less: For small merchant estates with available balances of BDT 50,000 or less—and in the absence of any competing claims or family disputes—The Near Buy may, at its administrative discretion, accept a registered Legal Heir Certificate accompanied by a Joint Indemnity Bond executed on non-judicial stamp paper by all adult legal heirs, indemnifying the platform against any future third-party claims.
• Designated Estate Representative & Power of Attorney:
  • Where multiple legal heirs inherit under statutory personal law, the heirs must execute an irrevocable, notarized Special Power of Attorney or Joint Letter of Administration designating a single authorized representative to act on behalf of the collective estate.
  • The designated representative must complete full individual KYC verification under Clause TS-4.1 prior to receiving any disbursements or assuming operational account controls.

4.3.5 Storefront Continuation Protocol vs. Estate Liquidation

Upon satisfactory validation of succession credentials, the certified legal heirs or estate administrator may elect one of two definitive resolution pathways:

• Pathway 1 — Storefront Continuation & Business Transfer:
  • Objective: Preserving commercial continuity, ongoing livelihood, customer goodwill, historical ratings, and catalog inventory under the management of the deceased merchant’s lawful successor.
  • Requirements for Transfer:
    1. The successor must submit an updated Municipal Trade License issued in their name for the physical stall premises.
    2. The successor must complete full merchant KYC onboarding (Clause TS-4.1), including NID validation and physical premises re-verification.
    3. The successor must execute a formal Succession & Assumption Agreement, assuming all historical warranties, unresolved customer return liabilities, and pending ledger obligations associated with the digital storefront.
    4. Written, notarized unanimous consent from all co-heirs renouncing individual operational claims in favor of the designated successor.
  • Activation: Upon execution, the administrative hold is lifted, storefront visibility is restored, and the successor receives full managerial control.
• Pathway 2 — Estate Liquidation & Storefront Termination:
  • Objective: Orderly commercial winding-up, settling all outstanding debts, and disbursing accumulated platform proceeds to the lawful estate heirs.
  • Liquidation Procedure:
    1. The storefront is permanently decommissioned, and all catalog listings are permanently archived.
    2. All pending customer disputes, post-delivery return windows, and warranty obligations are allowed to expire or are formally reconciled.
    3. Applicable platform service commissions, return debits, and statutory tax withholdings are finalized.
    4. The net remaining Available Withdrawable Balance is disbursed via electronic bank transfer (BEFTN) to the designated estate bank account or distributed directly among the certified legal heirs in the exact fractional proportions decreed by the judicial Succession Certificate.
    5. The merchant account is permanently closed and archived in compliance with statutory financial record retention laws.

4.3.6 Disputed Estates, Conflicting Claims & Judicial Interpleader Suits

The Near Buy maintains strict administrative neutrality in all family, commercial, or inheritance disputes:

• Absolute Platform Neutrality: The Near Buy is a neutral marketplace intermediary and possesses neither the judicial authority nor the jurisdiction to adjudicate disputed inheritance shares, determine the validity of competing wills, or resolve intra-family property conflicts.
• Indefinite Account Freeze: In the event that competing legal heirs, estranged business partners, or rival claimants submit conflicting inheritance certificates, contradictory legal notices, or rival claims to a merchant wallet, the platform will immediately institute an Indefinite Dispute Freeze across all storefront operations and financial disbursements.
• Condition for Release: Funds and storefront controls will remain frozen until the rival claimants present either:
  1. A mutually executed, registered Deed of Family Settlement (Aposh Bonton Namah) resolving all claims without dispute.
  2. A final, non-appealable judgment and decree issued by a court of competent jurisdiction in Bangladesh determining lawful title.
• Judicial Interpleader Suit Procedure: If an inheritance dispute remains unresolved for more than six (6) months, or if the platform is threatened with competing legal actions, The Near Buy reserves the absolute legal right to initiate a formal Interpleader Suit under Section 88 and Order XXXV of the Code of Civil Procedure, 1908. The platform will deposit the contested wallet balance directly into the registry of the competent Civil Court in Dhaka, thereby discharging all further platform liability. All reasonable legal fees, court costs, and administrative expenses incurred by The Near Buy in filing the interpleader suit shall be deducted directly from the deposited estate balance.

4.3.7 Dormancy Periods & Unclaimed Estate Balances

To ensure financial hygiene and satisfy national regulatory mandates regarding unclaimed commercial assets:

• Annual Inactive Account Audit: The Near Buy conducts an annual compliance audit of all deceased or abandoned merchant accounts.
• 12-Month Dormancy Notice: Where an account remains on protective administrative hold for twelve (12) consecutive months without formal notification, document submission, or succession claim from any legal heir, the platform will issue a Formal Notice of Dormancy:
  1. Dispatched via registered postal mail to the merchant’s physical stall address as verified during onboarding.
  2. Transmitted via electronic mail to the merchant’s registered electronic contact.
  3. Published on the platform’s public compliance transparency portal for thirty (30) calendar days.
• Three-Year Statutory Holding Period: If no valid succession claim is lodged within ninety (90) days following dormancy notice publication, the merchant’s digital storefront will be permanently dismantled. Remaining wallet balances will be maintained in a segregated, non-interest-bearing platform custodial holding account for a maximum period of three (3) years from the date of initial account freeze, in accordance with the statutory limitation periods set forth in the Limitation Act, 1908.
• Statutory Escheatment & Regulatory Handover: Upon expiration of the three-year statutory holding period without valid claim, all unclaimed funds shall be handled, remitted, or surrendered in strict compliance with the applicable banking, financial dormancy, or escheatment regulations of Bangladesh Bank and the Government of the People’s Republic of Bangladesh.

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Section 4.4: The 4-Tier Enforcement Ladder & Strike System (Clause TS-4.4)

To maintain a secure, orderly, and trustworthy hyperlocal marketplace, The Near Buy administers a transparent, progressive disciplinary framework. The platform balances commercial predictability and merchant rehabilitation for minor operational oversights against decisive, zero-tolerance enforcement for willful misconduct, consumer fraud, and statutory violations. This section establishes the operational mechanisms, graduated sanctions, escalation triggers, and strike expiration schedules governing all platform participants.

4.4.1 Principles of Progressive Discipline & Operational Proportionality

Platform governance is anchored in the foundational doctrine of operational proportionality:

• Graduated Disciplinary Escalation: Disciplinary intervention is calibrated to the frequency, severity, and consumer impact of the infraction. Except in cases of severe statutory violations, merchants and users are provided advance notice, corrective guidance, and a meaningful opportunity to rehabilitate their operational standing.
• Universal Application Across All Roles: While primarily regulating commercial merchant storefronts, the principles of progressive discipline apply reciprocally to all marketplace participants—including consumer buyers who abuse cash payment options or extortionately manipulate reviews, and logistics couriers who compromise package integrity or breach physical safety standards.
• Administrative Due Process & Record Integrity: Every enforcement action is formally recorded within the platform’s administrative compliance registry, accompanied by timestamped evidentiary documentation, objective operational metrics (such as SLA response logs or inspection photos), and clear statutory references.

4.4.2 Tier 1 Enforcement: Formal Advisory Warning & Educational Notice

Tier 1 represents an initial, corrective intervention designed to remediate minor operational lapses without impairing commercial revenue or storefront visibility:

• Triggering Events: A Tier 1 Formal Advisory Warning is triggered by minor, non-fraudulent infractions, including:
  1. An isolated, first-time failure to accept or adjust an incoming order within the mandatory 60-Minute Merchant Acceptance SLA without consumer financial loss.
  2. Minor packaging deficiencies or inadequate protective wrapping that does not result in total product destruction.
  3. Minor discourtesy or unprofessional communication tone in live customer messaging threads that does not cross into unlawful harassment or hate speech.
  4. Failure to update shop operational hours resulting in customer inquiries during unannounced closures.
• Sanctions & Corrective Obligations:
  • Formal Electronic Advisory: An official Notice of Operational Deficiency is dispatched to the merchant’s authenticated administrative dashboard and registered email address, detailing the exact nature of the infraction and citing the relevant platform policy standard.
  • Mandatory Electronic Acknowledgment: The account holder must review and electronically acknowledge receipt of the advisory notice within forty-eight (48) hours.
  • Zero Commercial Disruption: Storefront search visibility, product listings, interactive bargaining tools, and financial wallet payout capabilities remain entirely unaffected.
• Active Duration & Strike Record: A Tier 1 Advisory Warning remains active on the merchant’s compliance record for ninety (90) calendar days from the date of issuance. If no subsequent infractions occur during this 90-day window, the warning automatically expires and is expunged from the active strike registry.

4.4.3 Tier 2 Enforcement: Operational Feature Freeze & Algorithmic Demotion

Tier 2 represents a targeted operational sanction imposed when minor deficiencies become recurring or when a merchant demonstrates intentional disregard for operational standards:

• Triggering Events: A Tier 2 enforcement action is triggered by:
  1. Accumulation of a second operational infraction within ninety (90) calendar days of receiving a Tier 1 Advisory Warning.
  2. Chronic failure to meet the 60-Minute Merchant Acceptance SLA (exceeding a fifteen percent [15%] failure rate across any consecutive 30-day period).
  3. Unexcused unilateral cancellation of customer orders after formal acceptance.
  4. Uncooperative, obstructive, or dilatory conduct during customer return inspections in the Nine-Step Return State Machine.
  5. Misleading promotional practices, such as creating artificial, inflated pre-discount reference prices to fabricate false discount percentages.
• Operational Sanctions & Feature Restrictions:
  • Algorithmic Search Demotion: The merchant’s digital storefront and product listings are demoted within the neighborhood discovery grid and map search results, reducing algorithmic visibility to local consumers.
  • Interactive Bargaining Console Freeze: The merchant’s live bargaining facility is temporarily disabled. All customer transactions are restricted strictly to the published retail price, preventing the merchant from initiating or accepting custom negotiated price offers.
  • Catalog Listing Freeze: The merchant is temporarily barred from publishing new catalog products or adding inventory variants to existing listings.
  • Public Review Reply Suspension: The merchant’s privilege to publish public responses to customer product reviews is suspended.
• Sanction Duration & Compliance Review: Tier 2 operational restrictions remain in force for a mandatory duration of fourteen (14) to thirty (30) calendar days, determined by platform compliance officers based on infraction severity. Reinstatement of full operational features requires successful completion of a compliance audit and zero subsequent violations during the sanction window.

4.4.4 Tier 3 Enforcement: Storefront Deactivation & The Order Drain Mandate

Tier 3 represents a severe administrative intervention resulting in total public storefront suspension and financial escrow holds, short of permanent platform expulsion:

• Triggering Events: A Tier 3 enforcement action is triggered by:
  1. Accumulation of a third operational infraction within a one hundred and eighty (180) calendar day window.
  2. Repeated or verified listing of substandard, uncertified, or non-compliant non-food merchandise in violation of Document 2.
  3. Price gouging during declared public crises or willful violation of printed Maximum Retail Price (MRP) ceilings under Section 40 of the Consumer Rights Protection Act, 2009.
  4. Failure to provide a renewed municipal Trade License within the statutory grace period following expiration.
  5. Threatening, abusive, or intimidating conduct directed toward logistics couriers or platform customer support personnel.
• Operational Sanctions & Commercial Isolation:
  • Storefront Delisting: The merchant’s digital storefront, catalog listings, and physical stall pin are completely removed from public visibility, neighborhood discovery feeds, category browsing, and map navigation.
  • Prohibition on New Orders: The stall is rendered incapable of receiving, processing, or accepting new customer orders.
  • The Order Drain Mandate: The merchant remains legally bound under the Contract Act, 1872 to fulfill all existing customer orders accepted prior to deactivation in accordance with platform SLAs, or process immediate cancellations and full escrow refunds for unfulfilled orders.
  • Escrow Disbursement Administrative Freeze: External wallet withdrawals and ledger disbursements are placed on a complete administrative hold until all in-flight orders are delivered and the mandatory seven-day post-delivery customer return and dispute window has expired without pending customer claims.
• Sanction Duration & Rehabilitation Audit: Tier 3 storefront deactivation remains in effect for thirty (30) to ninety (90) calendar days. Re-activation is strictly conditioned upon:
  1. Complete resolution of all outstanding customer disputes, return tickets, and negative ledger balances.
  2. Submission of a formal Operational Rehabilitation Plan executed by the merchant principal.
  3. A comprehensive re-verification of the physical stall premises and commercial documentation by platform compliance officers.

4.4.5 Tier 4 Enforcement: Permanent Platform Ban & Multi-Identifier Blacklisting

Tier 4 represents the ultimate platform sanction: total, permanent commercial expulsion and institutional blacklisting from The Near Buy ecosystem:

• Triggering Events: A Tier 4 permanent ban is executed upon:
  1. Accumulation of a fourth strike within a rolling three hundred and sixty-five (365) calendar day period.
  2. Willful defiance or failure to complete mandatory rehabilitation following a Tier 3 suspension.
  3. Commission of any severe, zero-tolerance violation enumerated under Section 4.4.6.
• Comprehensive Sanctions & Asset Decommissioning:
  • Permanent Account Revocation: Irrevocable termination of user credentials, administrative access, and digital storefront ownership.
  • Decommissioning of Commercial Assets: Permanent deletion of digital catalog listings, forfeiture of platform badges, and permanent archival of customer review histories.
  • Liquidation & Ledger Settlement: Any remaining Available Withdrawable Balance in the platform financial ledger is applied to satisfy outstanding customer refunds, chargebacks, and platform fees. Any residual net balance is disbursed to the merchant’s verified bank account within sixty (60) days, except where funds are subject to judicial freezing orders or statutory regulatory holds.
• Multi-Identifier Institutional Blacklisting: To prevent banned operators from re-entering the marketplace through shell entities, nominee accounts, or altered business names, The Near Buy registers the following immutable identifiers into its permanent compliance blacklist:
  1. The 10-digit smart NID or 17-digit legacy NID of the proprietor, partners, or managing directors.
  2. The Municipal Trade License number and issuing municipal authority.
  3. The 13-digit Business Identification Number (BIN) and Unique Business Identification (UBID).
  4. Physical stall GPS entrance coordinates and municipal street holding address.
  5. Registered corporate and personal bank account numbers and Mobile Financial Service (MFS) wallet numbers.
  6. Verified mobile telephone numbers, email domains, and authenticated device hardware identifiers.
• Strict Prohibition on Ban Evasion: Registering secondary profiles, utilizing nominee proprietors, or transferring business operations to family members to circumvent a Tier 4 platform ban constitutes a criminal fraud under the Penal Code, 1860. Any newly discovered affiliated storefront will be terminated immediately upon detection without notice, and all associated funds will be frozen pending legal review.

4.4.6 Zero-Tolerance Severe Breach Carveouts (Immediate Tier 4 Acceleration)

Certain conduct is fundamentally incompatible with platform safety, public order, and Bangladesh law. In the following extraordinary circumstances, The Near Buy immediately bypasses Tiers 1 through 3 and executes immediate Tier 4 termination, asset freezing, and statutory legal reporting:

1. Terrorism Financing & Extremist Activity: Any association with, promotion of, or financial facilitation for organizations designated as terrorist or militant entities under the Anti-Terrorism Act, 2009, or engaging in money laundering under the Money Laundering Prevention Act, 2012.
2. Prohibited & Hazardous Contraband: Listing, storing, or distributing hazardous materials, unlicensed firearms, explosives, narcotics, unapproved prescription pharmaceuticals, stolen goods, or adult explicit media in violation of Document 2.
3. Identity Fraud & Document Forgery: Submitting counterfeit NIDs, forged municipal trade licenses, altered tax certificates, or stolen civic credentials during merchant KYC onboarding under Clause TS-4.1.
4. Physical Violence, Assault & Weapons Offenses: Engaging in physical violence, armed intimidation, criminal threats, sexual harassment, or verbal battery against customer consumers or logistics couriers during doorstep handoffs or in-store collections under Clause CS-1.8.
5. Cybersecurity Attacks & System Exploitation: Launching distributed denial-of-service (DDoS) attacks, automated bot scraping syndicates, API reverse-engineering, database intrusion attempts, or weaponized customer PII doxxing in violation of Document 3 and the Cyber Security Act, 2023.

4.4.7 Strike Decay Schedules, Account Rehabilitation & Record Cleansing

The Near Buy firmly believes in restorative commercial justice for merchants who demonstrate consistent operational improvement:

• Strike Decay Timeline: Active strikes automatically expire and decay from a merchant’s compliance record according to the following schedule, provided no subsequent infractions occur during the decay window:
  • Tier 1 Warning: Decays and is expunged after ninety (90) consecutive calendar days of compliant performance.
  • Tier 2 Feature Freeze: Decays and is expunged after one hundred and eighty (180) consecutive calendar days of compliant performance following feature restoration.
  • Tier 3 Storefront Suspension: Remains on formal administrative record for three hundred and sixty-five (365) consecutive calendar days following storefront re-activation before resetting to a clean compliance tier.
• Clean Slate Restoration: Once a strike decays in accordance with this schedule, it cannot be aggregated with subsequent infractions to trigger an elevated tier. Merchants who maintain flawless SLA adherence throughout their decay window achieve full restoration of good standing.

4.4.8 Reciprocal Enforcement: Buyer & Courier Disciplinary Ladders

To maintain ecosystem balance, the platform enforces reciprocal disciplinary ladders for non-merchant participants:

• The Consumer Buyer Disciplinary Ladder:
  • Prohibited Conduct: Repeated bad-faith refusal of Cash-on-Delivery orders at the doorstep without cause, submitting fraudulent return claims with doctored photographs, review extortion (“offer a discount or receive a 1-star review”), verbal abuse of neighborhood delivery runners, or soliciting merchants to bypass platform escrow rails.
  • Disciplinary Escalation:
    1. Tier 1: Formal Electronic Warning and education on community standards.
    2. Tier 2 (COD Revocation): Temporary or permanent revocation of Cash-on-Delivery payment privileges. The buyer’s checkout is restricted exclusively to advance digital payment methods (credit card or MFS) for sixty (60) days.
    3. Tier 3: 30-day temporary suspension of purchasing and bargaining capabilities.
    4. Tier 4: Permanent account termination, device hardware blacklisting, and civil recovery for chronic fraudulent return losses.
• The Logistics Courier Disciplinary Ladder:
  • Prohibited Conduct: Unexcused delivery delays exceeding platform SLAs, physical package tampering, theft of customer merchandise, unauthorized cash extortion at the doorstep, rude or aggressive customer interaction, or failure to execute the mandatory 8-digit verification handshake.
  • Disciplinary Escalation:
    1. Tier 1: Formal Warning and mandatory retraining on parcel handling and customer courtesy.
    2. Tier 2: Geographic route restrictions and removal from high-priority delivery dispatch queues.
    3. Tier 3: 14-day suspension from delivery assignment queues.
    4. Tier 4: Immediate, permanent termination of logistics partnership, blacklisting across platform dispatch networks, and filing of formal police complaints for parcel theft under the Penal Code, 1860.

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Section 4.5: Neutral Administrative Mediation & Due Process (Clause TS-4.5)

The Near Buy is dedicated to maintaining an equitable, orderly, and rapid dispute resolution mechanism for all marketplace participants. In neighborhood commerce, misunderstandings regarding product specifications, delivery handshakes, and return inspections can occasionally lead to deadlock. This section establishes the platform’s formal administrative mediation framework, evidentiary standards, resolution timeframes, and due process protections, ensuring that all commercial disagreements are adjudicated with absolute neutrality, speed, and fairness.

4.5.1 Institutional Mandate & Impartiality of Platform Mediation

The Near Buy Marketplace Limited administers a centralized, dedicated dispute mediation service pursuant to Clauses 3.4 and 3.5 of the Digital Commerce Operation Guidelines 2021:

• Alternative Dispute Resolution (ADR) Mandate: To spare buyers and local merchants the prohibitive expense, delay, and animosity of formal courtroom litigation, the platform provides an administrative mediation venue designed to achieve rapid, equitable commercial restitution.
• Strict Impartiality Covenant: Platform compliance officers, customer care mediators, and administrative reviewers act as neutral, objective adjudicators. Mediators are bound by strict conflict-of-interest standards:
  1. No mediator may participate in any dispute involving personal acquaintances, family members, or commercial affiliations.
  2. Mediator performance metrics and compensation are entirely decoupled from dispute financial outcomes; mediators receive zero incentive based on whether funds are released to merchants or refunded to consumers.
  3. All determinations are reached through objective application of documented platform policies, consumer protection statutes, and verified evidentiary submissions.

4.5.2 Dispute Escalation Triggers, Deadlocks & Filing Windows

Parties may escalate a commercial transaction to platform administrative mediation through the dedicated Customer Resolution Center under defined operational circumstances:

• Escalation Triggers: A transaction is eligible for formal administrative mediation when:
  1. Dispute State Deadlock: A customer return or refund claim reaches an irreconcilable impasse within the Nine-Step Return State Machine (such as a merchant rejecting an initial return request, rejecting a proposed return method, or claiming that a returned product arrived damaged or tampered).
  2. Non-Response Default: A merchant or buyer fails to respond to an active return ticket or product issue claim within forty-eight (48) hours of filing.
  3. Non-Fulfillment or Delivery Breakdown: A buyer claims complete non-delivery or catastrophic transit damage, while the merchant or courier claims successful fulfillment without a cryptographically verified QR code.
  4. Pricing Discrepancies & Unauthorized Charges: A buyer alleges unauthorized delivery markups, off-platform cash extortion, or violation of printed Maximum Retail Price ceilings under Document 2.
• Mandatory Seven-Day Filing Window: To preserve the integrity of physical evidence and ensure timely merchant accounting reconciliations, formal requests for administrative mediation must be submitted within seven (7) calendar days following the delivery event, the formal breakdown of bilateral communication, or the merchant’s rejection notice. Claims initiated after the expiration of this seven-day window are procedurally barred from platform escrow remedies, without prejudice to the consumer’s statutory rights before external regulatory bodies.

4.5.3 Procedural Timelines & The Strict 48 to 72-Hour Resolution SLA

To guarantee operational certainty and prevent prolonged commercial disruption, the platform enforces strict, time-bound Service Level Agreements (SLAs) for all dispute proceedings:

• Automated Case Ticketing (Hour 0): Upon escalation, the platform automatically generates an immutable dispute docket reference, freezes the corresponding transaction funds in platform escrow, and dispatches electronic notifications to both parties.
• Evidence Submission Window (Hours 0–24): Both parties are granted a mandatory twenty-four (24) hour window to upload supporting documentation, photographic evidence, and written statements.
• Administrative Investigation & Determination SLA (Hours 24–72): Platform dispute officers review all submitted evidence, cross-reference platform communication records, and issue a formal written determination within forty-eight to seventy-two (48–72) business hours following the close of the evidence window.
• Accelerated 24-Hour Review Track: Escalations involving alleged physical safety threats, dangerous or prohibited contraband, or transactions exceeding Twenty-Five Thousand Bangladeshi Taka (BDT 25,000) are automatically routed to an expedited senior review queue with a targeted twenty-four (24) hour determination SLA.

4.5.4 Standards of Admissible Electronic Evidence & Authenticity Rules

Administrative determinations are grounded in objective, authenticated evidence conforming to the legal principles established under the Information and Communication Technology Act, 2006 and national electronic evidence frameworks:

• Admissible Categories of Evidence:
  1. Photographic & Video Evidence: High-resolution digital photographs and unedited video captures demonstrating the alleged physical defect, incorrect variant, damaged packaging, or missing components. Media must retain authentic device metadata, including date and time stamps.
  2. Authenticated Platform Communications: Complete message histories, bargaining proposals, and counter-offers exchanged exclusively through the platform’s integrated in-app messaging interfaces.
  3. Cryptographic Handshake & Dispatch Logs: Server-side timestamps of order acceptance, verified 8-digit cash confirmation codes, cryptographic QR verification records, and courier geolocation delivery logs.
  4. Commercial Documentation: Official merchant retail cash memos, BSTI certification seals, manufacturer serial numbers, and authorized warranty cards.
• Strict Exclusion of External Communications: To protect privacy and prevent manufactured evidence, communications conducted over third-party channels—such as private SMS, WhatsApp, social media threads, or unrecorded cellular phone conversations—are strictly inadmissible and will be completely excluded from consideration.
• Severe Penalties for Tampered Evidence: Any party who submits fabricated, digitally altered, AI-generated, or third-party photographic evidence will suffer:
  1. Immediate, summary dismissal of their dispute claim with prejudice.
  2. Forfeiture of all held escrow funds in favor of the opposing party.
  3. Immediate execution of a Tier 4 platform expulsion and permanent blacklisting under Clause TS-4.4.
  4. Potential criminal referral for forgery under the Penal Code, 1860.

4.5.5 Natural Justice Protections & The Right to Rebuttal (Audi Alteram Partem)

The Near Buy upholds the universal principle of natural justice: audi alteram partem (no person shall be condemned unheard). The platform guarantees full procedural due process:

• Mutual Transparency & Cross-Disclosure: Neither party shall be subject to an adverse determination based on confidential or concealed submissions. The factual narrative, claims, and photographic evidence submitted by each participant are fully disclosed to the opposing party within the dispute portal.
• Twenty-Four Hour Rebuttal Opportunity: The responding party is provided a dedicated twenty-four (24) hour rebuttal window to review the opposing evidence, present counter-arguments, and upload countervailing proof.
• Recorded Telephonic Hearings for Complex Disputes: In complex, high-value commercial claims or disputed returns where written submissions present irreconcilable factual contradictions, a platform dispute officer may convene a recorded telephonic conference with both parties. Statements made during the conference are transcribed and integrated into the permanent dispute record.

4.5.6 Scope of Administrative Remedies & Binding Enforcement Powers

Upon completing evidentiary review, the platform dispute panel possesses broad, definitive authority to execute administrative and financial remedies:

• Authorized Remedial Orders: The dispute panel may order one or more of the following binding outcomes:
  1. Full or Partial Buyer Refund: Directing the immediate debit of the merchant’s financial wallet or the release of held escrow funds to execute a full or partial refund to the buyer’s original payment method or digital balance.
  2. Mandatory Product Replacement: Directing the merchant to dispatch an identical, conforming non-food retail item within forty-eight (48) hours at the merchant’s sole logistics expense.
  3. Mandatory Merchandise Return: Directing the consumer to surrender the disputed item to the merchant via in-store drop-off or courier collection within three (3) calendar days.
  4. Dismissal of Claim & Escrow Release: Concluding that the merchant fulfilled the transaction in accordance with catalog specifications, dismissing the buyer’s return claim, and immediately releasing the held escrow balance into the merchant’s Available Withdrawable Balance.
  5. Disciplinary Sanctions: Imposing formal administrative warnings, feature freezes, or platform strikes under Clause TS-4.4 against any party found to have acted in bad faith, misrepresented product conditions, or engaged in abusive conduct.
• Contractual Finality Within the Ecosystem: All marketplace participants expressly agree that platform administrative determinations are final, binding, and immediately enforceable regarding the custody, release, and disbursement of platform escrow balances and storefront operational permissions.

4.5.7 Internal Appeals Process & Senior Compliance Panel Review

To safeguard against administrative error or procedural oversight, the platform provides a single-tier internal appeal mechanism:

• Filing a Formal Notice of Appeal: Any merchant or buyer dissatisfied with an initial administrative determination may lodge an appeal within five (5) calendar days of the decision.
• Strict Grounds for Appeal: An appeal will be accepted for review exclusively upon demonstrated proof of:
  1. Newly Discovered Material Evidence: Production of substantial, verifiable evidence that was genuinely unavailable during the initial 24-hour evidence window through no fault of the appellant.
  2. Clear Factual Error: Demonstrable, objective error in the dispute officer’s assessment of the verified transaction record or physical evidence.
  3. Procedural Irregularity: Failure of the platform to observe mandatory due process rules (such as failure to deliver a timely rebuttal notice).
• Senior Compliance Panel Review: Appeals are adjudicated by an independent Senior Compliance Review Panel comprised of at least two senior platform executives who were not involved in the original determination. The Senior Panel conducts a comprehensive de novo review and issues a final, non-appealable administrative decision within seven (7) business days. No secondary internal appeals are permitted.

4.5.8 Statutory Preservation & Consumer Rights Regulatory Recourse

Platform mediation is an internal contractual facility designed to promote efficient commercial harmony:

• Exhaustion of Internal Remedies Covenant: Each user and merchant covenants to participate in the platform’s administrative mediation procedures in good faith prior to initiating external legal proceedings or filing administrative complaints.
• Inviolability of Statutory Consumer Protections: Nothing contained in this Agreement or within any administrative determination shall be construed to limit, waive, or extinguish any party’s statutory rights under the laws of the People’s Republic of Bangladesh:
  1. Directorate of National Consumer Rights Protection (DNCRP): Consumers retain the unqualified statutory right to lodge formal complaints under Section 60 of the Consumer Rights Protection Act, 2009 before the DNCRP. In any statutory investigation, The Near Buy will fully cooperate with regulatory authorities and furnish complete, certified electronic dispute dossiers.
  2. Civil & Commercial Judicial Relief: Merchants and consumers retain the right to pursue formal judicial remedies before competent civil courts under the Arbitration Act, 2001 or the Code of Civil Procedure, 1908, subject to the jurisdictional covenants set forth in Clause TS-4.7.

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Section 4.6: Warranties, Disclaimers & Limitation of Liability (Clause TS-4.6)

This section defines the precise legal boundaries of The Near Buy’s operational commitments, sets forth statutory disclaimers under commercial sales laws, establishes aggregate financial liability ceilings, and outlines the operational doctrine of Force Majeure governing disruptions within the People’s Republic of Bangladesh.

4.6.1 Marketplace Intermediary Status & “As-Is” Platform Service Provision

The Near Buy Marketplace Limited operates strictly as an intermediary technology platform connecting independent retail sellers with local consumers:

• Statutory Intermediary Protection: Pursuant to Section 79 of the Information and Communication Technology Act, 2006, The Near Buy functions as an intermediary network service provider that facilitates digital communication, discovery, and transactional settlement. The Near Buy does not initiate product listings, select or alter the content of merchant catalog descriptions, or manufacture the physical goods traded across the marketplace.
• Service Provision on “As-Is” and “As-Available” Basis: All software applications, web interfaces, geolocation mapping features, interactive bargaining engines, digital wallet ledgers, and automated notification services are provided strictly on an “as-is” and “as-available” basis, without warranties of any kind, whether express, implied, or statutory.
• No Warranty of Uninterrupted Operation: While the platform employs institutional-grade cybersecurity, encrypted data transmission, and high-availability cloud infrastructure, The Near Buy does not warrant or guarantee that:
  1. Access to the digital marketplace will be completely continuous, uninterrupted, timely, or error-free.
  2. Software bugs, database maintenance interruptions, or technical latency will be resolved instantaneously.
  3. The platform will be impervious to third-party telecommunication failures, cyber warfare, or distributed malicious intrusions beyond reasonable commercial safeguards.

4.6.2 Disclaimer of Product Warranties & Quality Representations

The commercial contract for the purchase and sale of merchandise is formed strictly and exclusively between the participating Buyer and the independent Merchant:

• Disclaimer of Implied Sales Warranties: To the maximum extent permitted by the Sale of Goods Act, 1930, The Near Buy Marketplace Limited expressly disclaims all warranties, conditions, and representations of any kind regarding products displayed, negotiated, or purchased through the platform, whether express, implied, or statutory, including without limitation:
  1. Any implied warranty of merchantability or commercial fitness for a particular purpose.
  2. Any implied warranty of product durability, longevity, or performance under varying environmental conditions.
  3. Any warranty regarding the accuracy, completeness, or authenticity of product descriptions, catalog photography, ingredient lists, or technical specifications supplied by merchants.
  4. Any warranty of non-infringement of third-party intellectual property rights regarding vendor merchandise.
• Product Liability Exclusively Rests with Merchants: The Near Buy does not take physical title to, manufacture, inspect individual inventory units in vendor premises, or warrant the safety of listed merchandise. All civil, criminal, and regulatory liabilities arising from defective, counterfeit, adulterated, expired, or non-compliant non-food merchandise—including statutory liabilities under Sections 37 through 45 of the Consumer Rights Protection Act, 2009 and mandatory certification standards under the Bangladesh Standards and Testing Institution (BSTI) framework—rest solely and exclusively with the merchant.

4.6.3 Merchant Operational Autonomy & Courier Independence Disclaimers

Neighborhood merchants and logistics couriers operate with complete commercial and managerial independence:

• Independent Commercial Autonomy: Verified merchants are independent business operators. The Near Buy does not control, supervise, or dictate the merchant’s daily retail operating hours, internal staffing decisions, inventory replenishment practices, or individual customer service behavior outside the established contractual SLAs.
• Logistics & Delivery Independence: Neighborhood delivery couriers—whether employed directly by the merchant stall or acting as independent third-party delivery contractors—are not employees, agents, or joint-venture partners of The Near Buy. The Near Buy provides software routing and cryptographic verification handshakes but does not operate as a common carrier, transport authority, or delivery guarantor.
• Non-Liability for Courier Road Conduct: The Near Buy disclaims all liability for:
  1. Road accidents, traffic violations, physical collisions, or personal injuries occurring during delivery transit.
  2. In-transit delays caused by urban traffic congestion, route diversions, or mechanical courier failures.
  3. Private verbal disputes or personal physical encounters between couriers, merchants, and consumers outside the verified platform transaction.

4.6.4 Comprehensive Exclusion of Consequential, Indirect & Special Damages

To the fullest extent permitted by the substantive laws of the People’s Republic of Bangladesh, and specifically Sections 73 and 74 of the Contract Act, 1872:

• Exclusion of Remote and Indirect Losses: In no event shall The Near Buy Marketplace Limited, its corporate parents, subsidiaries, affiliates, directors, officers, employees, agents, software licensors, or banking partners be legally liable to any user—whether buyer, merchant, or courier—for any:
  1. Loss of actual or anticipated commercial profits, commercial goodwill, business reputation, or revenue.
  2. Loss of anticipated savings, commercial contracts, or business opportunities.
  3. Business interruption, operational downtime, or loss of commercial utility.
  4. Loss, corruption, or compromise of digital business data, inventory records, or financial spreadsheets.
  5. Any indirect, remote, incidental, consequential, special, punitive, or exemplary damages whatsoever, regardless of whether such damages were foreseeable, arose in contract, tort (including negligence), equity, or statutory duty, and even if The Near Buy was advised of the possibility of such damages.

4.6.5 Aggregate Monetary Liability Ceiling & Reciprocal Financial Caps

Where a court of competent jurisdiction in Bangladesh determines that The Near Buy Marketplace Limited is legally liable to a platform participant notwithstanding the statutory disclaimers set forth herein, the parties agree that The Near Buy’s total aggregate financial liability shall be strictly capped as follows:

• Monetary Liability Ceiling to Buyers: In any claim, dispute, or lawsuit brought by a consumer or buyer, The Near Buy’s total aggregate liability arising out of or related to any transaction, order, delivery, or dispute shall be strictly limited to the actual total purchase price paid by the buyer for the specific transaction giving rise to the liability.
• Monetary Liability Ceiling to Merchants: In any claim, dispute, or lawsuit brought by a verified merchant or vendor, The Near Buy’s total aggregate liability arising out of or related to platform operations, financial ledger management, technical downtime, or account governance shall be strictly limited to the total net platform service commissions actually received and retained by The Near Buy from that specific merchant during the three (3) calendar months immediately preceding the event giving rise to liability, or Ten Thousand Bangladeshi Taka (BDT 10,000), whichever is lesser.
• Essential Purpose Allocation: The limitations and exclusions of liability set forth in this Section 4.6 represent a fundamental, negotiated allocation of commercial risk between the parties, without which The Near Buy would be economically incapable of offering the digital marketplace, interactive bargaining software, and escrow services at prevailing commission rates.

4.6.6 Comprehensive Force Majeure Doctrine

Neither The Near Buy, nor participating merchants, nor logistics couriers shall be held liable, in default, or in breach of this Agreement for any failure, delay, or interruption in performance resulting directly from events, conditions, or causes beyond their reasonable control (Force Majeure). In recognizing the geographical, meteorological, and political realities of the People’s Republic of Bangladesh, Force Majeure events specifically include:

1. Severe Meteorological & Environmental Disasters:
   • Severe seasonal monsoon deluges, flash floods, and prolonged urban waterlogging (jolobodhota) rendering streets and neighborhood lanes impassable for vehicular or pedestrian delivery.
   • Tropical cyclones originating in the Bay of Bengal, severe tidal surges, tornadic winds, riverbank erosion, or earthquakes causing structural disruption or power collapse.
2. Civil, Political & Labor Disruptions:
   • Nationwide, divisional, or municipal general strikes (hartals), transportation blockades (oborodhs), civil blockades, street demonstrations, public curfews, states of emergency, or widespread civil commotion that prevent safe physical courier movement or store opening.
   • Government-mandated commercial retail shutdowns, municipal zoning closures, or public health quarantines.
3. Critical Infrastructure, Utility & Telecommunication Outages:
   • National or regional electrical grid failures, catastrophic substation fires, or mandatory extensive rotational load-shedding disabling server infrastructure or retail premises.
   • Severed submarine internet cables (such as SEA-ME-WE disruptions), major domestic fiber-optic backbone cuts, or government-directed telecommunication network throttling, mobile data shutdowns, or nationwide internet blackouts.

• Operational Toll & Suspension of Performance SLAs: During the subsistence of a verified Force Majeure event:
  1. The mandatory 60-Minute Merchant Acceptance SLA, 4-hour local delivery windows, same-day fulfillment deadlines, and customer return inspection windows are automatically tolled and suspended without penalty or negative strike attribution.
  2. If an order cannot be fulfilled due to a Force Majeure condition persisting for more than forty-eight (48) hours, either the buyer or the merchant may cancel the order without penalty, whereupon all held escrow funds are refunded in full to the buyer.

4.6.7 Mutual Indemnification Covenants & Third-Party Legal Defense

To protect the integrity of the marketplace, participants agree to reciprocal indemnification obligations:

• Merchant Indemnification of the Platform: Each merchant covenants and agrees to defend, indemnify, and hold harmless The Near Buy Marketplace Limited, its parent corporate entities, subsidiaries, officers, directors, employees, legal advisors, and agents from and against any and all third-party claims, civil lawsuits, administrative proceedings, regulatory investigations, fines, penalties, damages, judgments, losses, costs, and legal expenses (including reasonable attorney fees) arising directly or indirectly out of:
  1. Intellectual Property Infringement: Any claim that merchandise listed, sold, or branded by the merchant infringes upon any patent, trademark, trade name, copyright, or proprietary right of any third party under the Trade Marks Act, 2009 or the Copyright Act, 2000.
  2. Product Liability & Personal Injury: Any claim that merchandise sold by the merchant was defective, hazardous, adulterated, or failed to comply with BSTI standards, causing physical injury, property destruction, or economic harm.
  3. Consumer Rights Violations: Any administrative penalty, fine, or prosecution initiated by the Directorate of National Consumer Rights Protection (DNCRP) resulting from the merchant’s failure to deliver, selling above MRP, or misrepresenting product quality.
  4. Tax & Regulatory Non-Compliance: Any unpaid Value Added Tax, income tax liabilities, municipal fines, or fiscal penalties assessed by the National Board of Revenue (NBR) resulting from the merchant’s commercial operations.
  5. Fraudulent KYC Credentials: Any civil or criminal liability resulting from forged NID submissions, invalid trade licenses, or unauthorized business identities under Clause TS-4.1.
• Buyer Indemnification of the Platform: Each buyer covenants to defend, indemnify, and hold harmless The Near Buy against any third-party claims, losses, or legal expenses resulting from:
  1. The buyer’s willful violation of platform Community Standards or physical assault/harassment of logistics couriers.
  2. Fraudulent payment chargebacks, identity theft, or bad-faith abuse of Cash-on-Delivery payment rails.
  3. Defamatory or unlawful content posted in public product reviews or message threads.
• Indemnification Procedure: The Near Buy will provide prompt written notice of any indemnifiable claim, retain sole control over the defense and settlement of such claim, and the indemnifying party shall provide all necessary cooperation, records, and witnesses at its sole expense.

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Section 4.7: Governing Law, Dispute Jurisdiction & Severability (Clause TS-4.7)

This section establishes the governing legal jurisdiction, formal alternative dispute resolution mechanisms, commercial arbitration frameworks, judicial venue covenants, and legal severability rules governing all transactions, relationships, and claims arising within The Near Buy ecosystem.

4.7.1 Governing Substantive Law of the People’s Republic of Bangladesh

This Agreement, all commercial purchase contracts, merchant onboarding terms, digital wallet transactions, and any non-contractual obligations arising out of or in connection with the platform shall be governed by, construed under, and enforced exclusively in accordance with the substantive and procedural laws of the People’s Republic of Bangladesh:

• Statutory Codifications: Without limitation, the interpretation and legal validity of this contract are governed by:
  1. The Contract Act, 1872 (regulating commercial formation, consideration, consent, and breach).
  2. The Sale of Goods Act, 1930 (regulating title, sales warranties, and merchandise performance).
  3. The Information and Communication Technology Act, 2006 (governing electronic contracts, digital signatures, and electronic records).
  4. The Arbitration Act, 2001 (regulating commercial arbitration procedures and arbitral awards).
  5. The Consumer Rights Protection Act, 2009 (establishing non-waivable statutory consumer protections).
  6. The Code of Civil Procedure, 1908 (governing judicial jurisdiction, pleadings, and civil enforcement).
  7. The Specific Relief Act, 1877 and the Limitation Act, 1908 (governing equitable remedies and statutory filing limitations).
• Exclusion of Conflict of Laws Principles: The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Any domestic conflict of laws principles or private international law rules that would lead to the application of the laws of any foreign jurisdiction are expressly and irrevocably disclaimed.

4.7.2 Mandatory Amicable Negotiation & 30-Day Executive Conciliation Period

Before initiating formal arbitration or instituting any courtroom proceeding, the parties agree to resolve any dispute amicably through good-faith executive conciliation:

• Transmission of Formal Notice of Legal Dispute: The claiming party must serve a formal, written Notice of Legal Dispute upon the responding party (delivered to The Near Buy’s Platform Legal Bureau via registered electronic mail at legal@thenearbuy.com, or delivered to the merchant’s/buyer’s registered account email address).
• Contents of Legal Notice: The notice must set forth in reasonable detail:
  1. The legal identity, contact credentials, and verified account identifiers of the claiming party.
  2. The specific commercial orders, transaction dates, or platform actions giving rise to the grievance.
  3. A detailed statement of the factual and legal basis of the dispute.
  4. The precise financial damages or specific remedial relief demanded.
• Mandatory 30-Day Conciliation Window: Upon receipt of the Notice of Legal Dispute, senior executive representatives of The Near Buy and the claimant shall engage in good-faith commercial negotiations for a mandatory period of thirty (30) calendar days to explore an amicable settlement. Negotiations may be conducted in person at the platform’s corporate headquarters in Dhaka or via secure teleconferencing.
• Condition Precedent to Litigation: Compliance with this thirty-day amicable conciliation procedure is an absolute contractual condition precedent to the commencement of any formal arbitration or judicial proceeding. Neither party may institute legal action until the expiration of this 30-day window without mutually agreed settlement.

4.7.3 Binding Commercial Arbitration under the Arbitration Act, 2001

If an amicable settlement is not reached within the mandatory 30-day conciliation period, any commercial dispute, controversy, or claim between The Near Buy Marketplace Limited and any verified merchant, corporate vendor, commercial logistics partner, or enterprise user shall be referred to and finally resolved by binding commercial arbitration:

• Statutory Governance: The arbitration shall be conducted strictly in accordance with the provisions of the Arbitration Act, 2001 (Act No. 1 of 2001 of the Parliament of Bangladesh) as amended from time to time.
• Seat, Venue & Legal Forum: The seat and legal place of arbitration shall be Dhaka, Bangladesh. The arbitral proceedings, hearings, and conferences shall physically take place in Dhaka, or may be conducted virtually by mutual agreement of the parties and the arbitrator.
• Arbitral Language: The official language of the arbitration, including all written pleadings, oral arguments, evidence submissions, and arbitral rulings, shall be English (with contemporaneous Bengali translation where requested by a participating stallholder).
• Number & Appointment of Arbitrators:
  1. The arbitral tribunal shall consist of a sole arbitrator.
  2. The parties shall endeavor to appoint the sole arbitrator by mutual consent within twenty-one (21) calendar days following the formal demand for arbitration.
  3. If the parties fail to reach mutual agreement on the identity of the sole arbitrator within twenty-one days, either party may apply to the competent Civil Court in Dhaka or the High Court Division of the Supreme Court of Bangladesh for the judicial appointment of a sole arbitrator pursuant to Section 12 of the Arbitration Act, 2001.
• Finality & Enforceability of Arbitral Award: The arbitrator shall issue a reasoned, written award. The arbitral award shall be final, conclusive, and legally binding upon all parties. Judgment upon the award rendered by the arbitrator may be filed, registered, and executed in any court having competent civil jurisdiction under the Code of Civil Procedure, 1908.
• Arbitration Costs & Attorney Fees: The arbitrator shall have the legal authority to allocate the costs of arbitration, administrative tribunal fees, and reasonable legal and attorney fees between the parties as part of the final arbitral award, taking into account the relative merits and conduct of the parties during the proceedings.

4.7.4 Exclusive Judicial Jurisdiction of the Civil Courts of Dhaka

Subject to the commercial arbitration agreement set forth in Section 4.7.3, and with respect to any civil lawsuit, consumer court action, enforcement of arbitral awards, or judicial proceedings permitted under this Agreement:

• Exclusive Territorial Jurisdiction: The parties irrevocably covenant and agree that the competent Civil Courts situated in Dhaka, Bangladesh shall have exclusive territorial and subject-matter jurisdiction to hear, determine, and adjudicate any action, suit, or legal proceeding arising out of, under, or relating to this Agreement, the platform, or any transaction executed thereon.
• Designated Judicial Benches: Designated competent forums include:
  1. The Courts of the Assistant Judge, Senior Assistant Judge, and Joint District Judge exercising civil jurisdiction in the District of Dhaka.
  2. The Court of the District Judge, Dhaka.
  3. The High Court Division of the Supreme Court of Bangladesh exercising original, appellate, or constitutional jurisdiction.
• Irrevocable Waiver of Inconvenient Forum: Each party irrevocably and unconditionally:
  1. Submits to the personal and subject-matter jurisdiction of the Civil Courts of Dhaka.
  2. Waives any defense, objection, or claim that such courts in Dhaka represent an inconvenient forum (forum non conveniens), improper venue, or lack personal jurisdiction over the party.
  3. Consents to the service of legal process via registered post, courier, or authenticated electronic mail at the addresses registered on the platform.

4.7.5 Waiver of Class, Collective & Representative Proceedings

To the maximum extent permitted by the substantive and procedural laws of Bangladesh:

• Individual Capacity Enforcement: All claims, grievances, and disputes must be brought solely in the individual legal capacity of the claimant, and not as a plaintiff, representative, or class member in any purported class, collective, syndicated, or representative proceeding.
• Class Action Waiver: Buyers, merchants, and logistics partners expressly and irrevocably waive any right to:
  1. Initiate, join, consolidate, or participate in any class action lawsuit against The Near Buy Marketplace Limited.
  2. Assert claims as a private attorney general or representative on behalf of other platform users.
  3. Consolidate separate individual claims into a single collective arbitration or joint judicial action without the express, prior written consent of The Near Buy.
• Remedy for Non-Severability: If this class action waiver is determined by a final, non-appealable judicial decree to be void, unlawful, or unenforceable with respect to any particular claim, then that specific claim must be severed and litigated exclusively in the Civil Courts of Dhaka, while all individual claims remain subject to binding individual arbitration.

4.7.6 Preservation of Injunctive Relief & Emergency Equitable Remedies

Notwithstanding anything to the contrary contained in Section 4.7.2 (Amicable Negotiation) or Section 4.7.3 (Commercial Arbitration):

• Immediate Equitable Protection: The Near Buy Marketplace Limited reserves the absolute, immediate legal right to petition any court of competent jurisdiction in Dhaka, or seek emergency interim measures from the arbitral tribunal, for preliminary injunctive relief, temporary restraining orders, or specific equitable performance under the Specific Relief Act, 1877 to:
  1. Enjoin, restrain, or prevent the infringement, misappropriation, or violation of any intellectual property rights, copyrights, trademarks, or trade secrets.
  2. Restrain malicious cyber intrusions, distributed denial of service (DDoS) attacks, automated scraping syndicates, or unauthorized extraction of customer personal data.
  3. Obtain Anton Piller orders (civil search and preservation orders) or Mareva injunctions (freezing orders) to prevent the dissipation of fraudulent financial proceeds or destruction of evidence.
• No Preclusion of Arbitration: Seeking emergency injunctive or interim relief from a court of law shall not be deemed an election of remedies, a waiver of the agreement to arbitrate, or an abandonment of commercial arbitration under Section 4.7.3.

4.7.7 Contractual Severability, Reformation & The Blue-Pencil Doctrine

The provisions of this Agreement are independent, severable, and distinct:

• Severability of Unenforceable Provisions: If any clause, provision, covenant, sentence, or phrase of this Agreement is held by an arbitral tribunal or court of competent jurisdiction to be invalid, illegal, void, or unenforceable under applicable Bangladesh law, such invalidity shall not affect, impair, or render void the remaining terms of this Agreement.
• Reformation & The Blue-Pencil Doctrine: In the event of any partial invalidity, the invalid or unenforceable provision shall be reformed, modified, and construed to the minimum extent necessary to render it valid, legal, and enforceable under Bangladesh law, while giving maximum possible effect to the original commercial intent and financial risk allocation contemplated by the parties.
• Survival of Fundamental Terms: If any provision cannot be lawfully reformed, it shall be severed from this Agreement, and all other sections shall remain in full force and legal effect, continuing to bind the parties as though the severed provision had never been incorporated herein.

4.7.8 Entire Agreement, Non-Waiver, Survival & Assignment Covenants

• Entire Agreement & Integration: This Terms of Service & Platform Governance agreement, together with the Community Standards & Code of Conduct (Document 1), the Platform & Commerce Policies (Document 2), and the Privacy, Data Protection & System Security Policy (Document 3), constitutes the complete, final, and integrated legal contract between you and The Near Buy Marketplace Limited regarding the subject matter hereof. This Agreement completely supersedes, merges, and extinguishes all prior oral negotiations, draft policies, informal marketing promises, email representations, and preliminary understandings.
• No Implied Waiver: No failure, delay, omission, or forbearance by The Near Buy to exercise any legal right, power, or remedy under this Agreement, nor any course of dealing between the parties, shall operate as a waiver of that right or any other right. Any waiver of a breach or default must be executed in writing by an authorized legal officer of The Near Buy to be legally effective, and shall not constitute a continuing waiver of any subsequent breach.
• Survival of Covenants Post-Termination: Any covenant, obligation, or warranty that by its express terms or natural construction is intended to survive the termination, cancellation, or expiration of this Agreement shall survive in perpetuity, including without limitation: Section 4.2 (Financial Ledger, Negative Balances & Setoff Rights), Section 4.3 (Succession, Escrow Holds & Unclaimed Balances), Section 4.4.5 (Multi-Identifier Blacklisting), Section 4.6 (Warranties, Disclaimers, Liability Caps & Indemnification), Section 4.7 (Governing Law, Arbitration & Jurisdiction), and Section 4.8 (Glossary & Interpretation).
• Assignment & Delegation Restrictions:
  1. User Non-Assignment: You may not assign, transfer, delegate, sub-contract, or pledge your account, digital storefront, platform credentials, or contractual rights under this Agreement to any third party without the prior written consent of The Near Buy Marketplace Limited. Any attempted assignment in violation of this section is null and void ab initio.
  2. Platform Assignment Authority: The Near Buy reserves the unrestricted legal right to assign, transfer, novate, or delegate any or all of its contractual rights, escrow obligations, and platform operating duties under this Agreement to any corporate affiliate, subsidiary, parent holding entity, or third-party successor in interest in connection with a corporate reorganization, statutory merger, asset acquisition, or public commercial restructuring, without requiring individual user consent.

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Section 4.8: Official Platform Glossary & Interpretation (Clause TS-4.8)

To eliminate legal ambiguity, establish unified commercial understanding, and ensure consistent administrative adjudication across all marketplace touchpoints, this section provides the canonical definitions and formal rules of contractual interpretation governing the entire Platform Legal & Policy Suite.

4.8.1 Canonical Harmonization & Master Policy Integration

This Official Platform Glossary serves as the single master dictionary for The Near Buy. The terms and expressions defined in Section 4.8.2 shall have the meanings ascribed to them across:

2. The Terms of Service & Platform Governance (Document 4)
3. The Community Standards & Code of Conduct (Document 1)
4. The Platform & Commerce Policies (Document 2)
5. The Privacy, Data Protection & System Security Policy (Document 3)
6. All subsidiary merchant onboarding covenants, delivery service agreements, customer service tickets, and electronic invoices generated across the ecosystem.

4.8.2 Exhaustive Alphabetical Master Terms & Legal Definitions

• Active Listed Inventory: Non-food commercial products published by a verified merchant that have satisfied all catalog onboarding requirements, remain currently in-stock at the physical stall premises, and are actively discoverable and purchasable by local consumers within the platform discovery grid.
• Administrative Review Gate: The mandatory compliance evaluation procedure conducted by The Near Buy Compliance Bureau during merchant onboarding, license renewal, or post-suspension rehabilitation, during which a digital storefront remains in an unlisted, non-public state pending document verification.
• Alternative Dispute Resolution (ADR): The structured, out-of-court dispute mediation and conciliation procedures administered by The Near Buy pursuant to the Arbitration Act, 2001 and the Digital Commerce Operation Guidelines 2021 to resolve buyer-merchant disagreements without formal litigation.
• Available Withdrawable Balance: Cleared, unencumbered commercial funds residing in a merchant’s digital wallet following verified order fulfillment, customer acceptance, and deduction of applicable platform commissions and statutory tax withholdings, which are immediately eligible for external banking or mobile financial disbursement.
• Bargaining Floor (Minimum Threshold): The non-negotiable minimum retail floor price configured by a merchant for a specific product, below which the interactive bargaining engine automatically rejects consumer counter-offers without alerting the merchant.
• Beneficial Owner: Any natural person who ultimately owns, controls, or exercises effective managerial authority over a commercial enterprise, holding directly or indirectly an equity stake of twenty-five percent (25%) or greater, as defined under the Prevention of Money Laundering Act, 2012.
• Business Identification Number (BIN): The unique 13-digit Value Added Tax (VAT) identification number issued to commercial businesses by the National Board of Revenue (NBR) pursuant to the Value Added Tax and Supplementary Duty Act, 2012.
• Buyer (Customer / Consumer): Any natural person aged eighteen (18) or older, or authorized institutional representative, who browses, negotiates, purchases, or reviews merchandise through The Near Buy platform for personal or organizational consumption.
• Cash Confirmation Protocol: The mandatory, cryptographically verified physical handover procedure—consisting of an 8-digit alphanumeric verification code or secure QR code presented by the buyer and scanned/entered by the merchant or courier—that irrevocably confirms physical delivery and payment receipt for cash orders.
• Direct Cash Sale: A commercial transaction wherein purchase funds are collected and retained directly in physical paper currency by the merchant or the merchant’s delivery runner upon physical handover, which is recorded in the platform ledger for tax and invoice accuracy without crediting platform digital withdrawable balances.
• Digital Storefront (Verified Stall): The hosted digital commercial profile, virtual product showcase, and geographic operational presence allocated to a verified merchant upon the platform following satisfactory completion of KYC onboarding.
• Escalated Dispute: A formal commercial impasse arising from an unfulfilled order, defective product, or disputed return that has been formally submitted to the Platform Compliance Bureau for binding administrative determination under Clause TS-4.5.
• Force Majeure Event: Any severe, unavoidable event or circumstance beyond the reasonable control of a party—specifically encompassing monsoon deluges, seasonal cyclones, severe urban waterlogging, political general strikes (hartals), transport blockades (oborodhs), national power grid collapses, or government-directed telecommunication blackouts—which excuses delay or non-performance under Section 4.6.6.
• Hyperlocal Delivery Geofence: The geographically defined operational boundaries governing order fulfillment:
  1. Local 4-Hour Express Geofence: A straight-line radius of up to twenty-two (22) kilometers from the merchant’s physical stall entrance.
  2. Citywide Same-Day Geofence: A straight-line radius of up to fifty (50) kilometers from the merchant’s physical stall entrance for orders placed prior to the mid-day cutoff.
• Know Your Customer (KYC) Dossier: The comprehensive portfolio of authenticated identity and commercial documentation submitted by an applicant—including government NID captures, Municipal Trade License, 13-digit BIN/UBID, physical address, and storefront photographs—required to obtain and maintain merchant trading privileges.
• Limited Payment Collection Agency & Escrow Custodianship: The legal capacity in which The Near Buy acts on behalf of participating merchants to collect, hold in segregated banking escrow, and disburse consumer payments, whereby receipt of funds by the platform legally discharges the consumer’s indebtedness to the merchant.
• Maximum Retail Price (MRP): The maximum lawful retail price printed on pre-packaged consumer goods by the original manufacturer or importer, which constitutes an absolute pricing ceiling under Section 40 of the Consumer Rights Protection Act, 2009.
• Merchant (Vendor / Seller / Stallholder): A natural person or legally registered commercial entity verified under Clause TS-4.1 that maintains an active storefront and lists legal non-food inventory for sale across the marketplace.
• Merchant 60-Minute Acceptance SLA: The mandatory operational window during declared business hours within which a merchant must review, accept, adjust, or decline an incoming customer order, failing which the order is flagged for operational review.
• Multi-Identifier Compliance Blacklist: The permanent, immutable compliance database recording the civic NID numbers, Trade License numbers, 13-digit BINs, physical stall GPS coordinates, bank accounts, mobile telephone numbers, and device hardware identifiers of permanently expelled (Tier 4) bad actors to prevent platform re-entry.
• National Identity Card (NID): The official smart or legacy national civic identity document issued to citizens by the Election Commission of Bangladesh pursuant to the National Identity Registration Act, 2010.
• Nine-Step Return State Machine: The standardized, multi-phase dispute resolution and physical product return lifecycle (governed by Document 2) progressing from initial buyer filing through handoff approval, physical return inspection, and final refund or replacement execution.
• Non-Food Merchandise Scope: The exclusive product operational perimeter of The Near Buy, covering physical retail goods such as electronics, apparel, personal care, home goods, hardware, tools, stationery, and lifestyle accessories, and explicitly excluding prepared foods, raw groceries, and perishable foodstuffs.
• Order Drain Mandate: The mandatory contractual obligation imposed upon a merchant placed under Tier 3 storefront deactivation to fulfill all outstanding orders accepted prior to suspension or issue immediate customer cancellations and full escrow refunds.
• Pending Escrow Balance: Funds paid by buyers through electronic checkout rails that are held in platform banking escrow during active fulfillment, transit, or the mandatory post-delivery return window, which are not eligible for merchant withdrawal until order clearance.
• Personally Identifiable Information (PII): Any information that directly or indirectly identifies a natural person—including full legal names, mobile phone numbers, physical residential addresses, NID numbers, and GPS tracking coordinates—protected under Document 3 and the Cyber Security Act, 2023.
• Platform Service Commission: The agreed commercial fee charged by The Near Buy Marketplace Limited for providing software infrastructure, discovery algorithms, payment gateway integration, and escrow management, calculated as an agreed percentage of gross order subtotals.
• Progressive Disciplinary Ladder: The four-tiered administrative enforcement architecture (Tier 1 Warning $\rightarrow$ Tier 2 Feature Freeze $\rightarrow$ Tier 3 Storefront Deactivation $\rightarrow$ Tier 4 Permanent Ban) administered under Clause TS-4.4.
• Shop-Scoped Order & Checkout: The architectural and commercial invariant requiring that each customer cart and subsequent order checkout contains items exclusively from one specific merchant storefront, ensuring clear fulfillment accountability and independent delivery fee calculations.
• Succession Certificate: An official judicial certificate granted by a competent Civil Court under Part X of the Succession Act, 1925, establishing lawful authority to collect debts, securities, and platform escrow balances belonging to a deceased merchant.
• Unique Business Identification (UBID): The official digital business identification number issued to digital commerce enterprises by the Ministry of Commerce of Bangladesh under national e-commerce guidelines.
• Value Added Tax at Source (VDS): Statutory tax withholding deducted from merchant proceeds or platform commissions and remitted directly to the Government Treasury pursuant to National Board of Revenue directives under the Value Added Tax and Supplementary Duty Act, 2012.
• Warisnamah (Legal Heirship Certificate): An official civic inheritance certificate issued by a City Corporation Ward Councilor, Pourashabha Mayor, or Union Parishad Chairman certifying the lawful surviving heirs of a deceased resident.

4.8.3 Formal Rules of Contractual Construction & Statutory Alignment

In the interpretation and construction of this Agreement and its auxiliary policies:

• Gender & Number Conventions: Words importing the singular number include the plural and vice versa; words importing any gender include all genders; references to persons include natural persons, sole proprietorships, partnerships, corporate bodies, and unincorporated associations.
• Headings for Convenience Only: Section headings, clause titles, and table formatting are inserted solely for organizational convenience and ease of reference. They shall not form part of the operative contract, nor shall they limit, expand, or affect the substantive legal interpretation of any provision.
• Statutory References Include Amendments: Any reference to a statutory enactment, Act of Parliament, ordinance, municipal rule, or government guideline of Bangladesh shall be construed as a reference to that enactment as amended, re-enacted, extended, or consolidated from time to time, including all statutory regulatory orders (SROs) and subordinate rules promulgated thereunder.
• Meaning of General Terms: The words “include”, “includes”, and “including” shall be deemed to be followed by the qualifying phrase “without limitation”. The word “or” is not exclusive unless the context strictly requires otherwise.
• Calculation of Temporal Deadlines: Where any period of time is prescribed for the performance of an obligation, the period shall be computed in accordance with Bangladesh Standard Time (BST, UTC+6). If the final day of a deadline falls on a Friday, Saturday, or declared national public holiday in Bangladesh, the deadline shall be extended to the next immediately following business day.

4.8.4 Conflict of Policies & Document Precedence Hierarchy

The Platform Legal & Standards Suite forms an integrated, comprehensive regulatory framework. The documents shall be construed harmoniously to give full commercial effect to each provision. However, in the event of any direct, irreconcilable inconsistency or conflict between provisions across different documents, the following order of strict contractual precedence shall govern:

1. Tier 1 (Supreme Commercial Authority): Terms of Service & Platform Governance (Document 4) — Controls all matters concerning contractual formation, user eligibility, financial ledger terms, escrow custodianship, commission schedules, limitation of liability, disclaimers, arbitration, and legal jurisdiction.
2. Tier 2 (Commercial Operations & Catalog Authority): Platform & Commerce Policies (Document 2) — Controls all matters concerning permitted and prohibited goods, non-food scope boundaries, BSTI certification requirements, interactive bargaining rules, delivery handshakes, and return state machine transitions.
3. Tier 3 (Behavioral Standards & Conduct Authority): Community Standards & Code of Conduct (Document 1) — Controls all matters concerning behavioral expression, physical safety during handoffs, anti-harassment standards, hate speech prohibitions, child labor bans, and crisis intervention.
4. Tier 4 (Privacy & Cybersecurity Authority): Privacy, Data Protection & System Security Policy (Document 3) — Controls all matters concerning personal data collection, device permissions, cookie management, customer PII non-disclosure, anti-doxxing, account erasure, and cybersecurity defenses.

Statutory Primacy: If any provision within any of the four policy documents directly conflicts with a mandatory, non-waivable statutory enactment of the People’s Republic of Bangladesh—including the Contract Act, 1872, the Consumer Rights Protection Act, 2009, or the Cyber Security Act, 2023—the statutory enactment shall prevail strictly to the extent of such inconsistency, leaving all other non-conflicting provisions in full force and effect.

4.8.5 Platform Legal Bureau Sign-Off & Official Regulatory Contact

This Terms of Service & Platform Governance agreement represents the official commercial contract of The Near Buy Marketplace Limited. For formal inquiries, legal notices, arbitration filings, succession submissions, or statutory regulatory communications, parties must contact our designated departments:

• Corporate Operating Entity: The Near Buy Marketplace Limited

• Registered Corporate Seat: 271, Nayatola, Ambagan, Moghbazar, Dhaka-1217, Bangladesh

• Platform Legal & Governance Bureau: legal@thenearbuy.com

• Merchant Compliance & KYC Bureau: merchants@thenearbuy.com

• Dispute Resolution & Customer Mediation Desk: legal@thenearbuy.com

• Data Protection & Privacy Bureau: privacy@thenearbuy.com

• Statutory Law Enforcement & Regulatory Desk: legal@thenearbuy.com

• Platform Legal & Governance Bureau: legal@thenearbuy.com

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