Terms and conditions

"Software Chamber" is the trade name of M B H Mishu, a sole proprietor registered in Bangladesh by trade licence, with a place of business at Flat B-6, 6th Floor, Empire Zohora Akbar, 15/Gha, Modhubag Road, Hatirjheel, Dhaka 1217, Bangladesh ("Software Chamber", "we", "us", "our"). The proprietor is the legal person who contracts with you, issues your invoices and is responsible for the Services.

You can reach us at info@softwarechamber.com or +880-1830-208833. Legal notices go to the same address (see section 26).

Capitalised words have the meanings below wherever they appear in these Terms.

• "Terms" means these Terms and Conditions, including the Privacy Policy and the Refund and Cancellation Policy, which form part of them.
• "Site" means softwarechamber.com and every page, form, calculator and download on it.
• "Portal" means the client dashboard at /dashboard and the related login, invoice, ticket and project screens.
• "Services" means everything we provide to you: the Site, the Portal, subscriptions, fixed-cost builds, maintenance plans and support.
• "Client" or "you" means the person or organisation that uses the Site, opens a Portal account, accepts a Proposal or pays an Invoice.
• "Proposal" means a written quotation, Statement of Work (SOW) or Order Form we send you that sets out scope, price, timeline and milestones.
• "Signed Agreement" means a Master Services Agreement (MSA), SOW, Order Form, NDA or Data Processing Agreement signed by both of us.
• "Deliverables" means the source code, designs, documents, configurations and other work products we create specifically for you under a Proposal.
• "Background IP" means tools, libraries, templates, frameworks, know-how and other material we owned or created before, or independently of, your engagement.
• "Client Materials" means the content, data, credentials, brand assets and third-party accounts you give us to do the work.
• "Client Cloud" means the cloud, hosting, domain, repository and third-party service accounts that are registered in your name and paid for by you.
• "Go-live" means the date a Deliverable is deployed to production on the Client Cloud and accepted under section 10.
• "Business Hours" means Sunday to Thursday, 10:00 to 19:00 Bangladesh Standard Time (UTC+6), excluding Bangladesh public holidays.

These Terms apply to every use of the Site and the Portal and to every Service we provide, unless a Signed Agreement says otherwise. By browsing the Site, submitting a form, booking a meeting, opening a Portal account, accepting a Proposal or paying an Invoice, you agree to these Terms.

If you act for an organisation, you confirm that you are authorised to bind it. If you do not agree to these Terms, please do not use the Site or the Services.

Order of precedence. If documents conflict, the order is: (1) a Signed Agreement, with the SOW or Order Form prevailing over the MSA for its own engagement; (2) the Proposal you accepted; (3) these Terms, including the Privacy Policy and the Refund and Cancellation Policy; (4) text on the Site. A verbal statement does not bind either of us unless it is written into one of those documents.

• We create Portal accounts for named people at a Client once an engagement starts. Each account is personal: do not share login details or let anyone else use your account.
• Keep your password private, use a strong password and tell us at once if you suspect that your account has been used without your permission. Until you tell us, you are responsible for activity under your account.
• A Client's administrator may ask us to add, change or remove users for their organisation. We may suspend an account that breaches these Terms, threatens the security of the Portal, or belongs to a person who has left the Client.
• We may close Portal accounts that have been inactive for 24 months after the engagement ended. Records we must keep by law are retained as set out in the Privacy Policy.

We provide technology services in three models, plus industry solutions built on the same rules:

• IT Team as a Service: a cross-functional team (developers, QA, DevOps, design, project management, virtual CTO) on a monthly subscription with a stated capacity of hours per month.
• Personal IT Team: a private, confidential technology team for an individual, on a monthly subscription.
• Build Product Together: fixed-scope, fixed-price design, development and launch of a product, defined in a written Proposal and delivered in milestones.
• Industry solutions for travel, legal, restaurant, fintech, healthcare and logistics clients, delivered as fixed-cost builds or subscriptions as described on the relevant page.

Online travel agency (OTA) builds. We never charge rental for an OTA we build for you. The development price is fixed, you receive the source code, the platform is deployed to your Client Cloud, and you keep three months of free maintenance from Go-live. We are an integrator: you hold your own IATA, BSP, GDS, payment-gateway and supplier contracts in your own name and are responsible for compliance with them.

Every custom build is deployed to a Client Cloud. We do not host your production systems on our own accounts, and we do not take ownership of code you have paid for.

• Cost-calculator results, price bands on the Site and figures given in conversation are estimates, not offers. They help you plan; they do not fix a price.
• A Proposal becomes binding when you accept it in writing (email is enough) or pay the first Invoice. Proposals are valid for 30 days unless they say otherwise.
• Anything not written in the Proposal is out of scope. We will gladly quote for it separately or through a change request (section 10).
• For engagements above the threshold stated in the Proposal, or where you ask for one, we sign an MSA with a SOW or Order Form, an NDA and, where personal data is involved, a Data Processing Agreement. Those documents prevail over these Terms for that engagement.
• Before kickoff we collect the onboarding details we need to invoice and deliver: legal name, billing contact, invoicing address, tax identification (TIN, VAT or equivalent), Client Cloud references, repository organisation and preferred communication channel. We may screen Clients against applicable sanctions lists (section 27) and may decline an engagement that fails screening.

• Published prices are starting points. The price for your engagement is the one written in the Proposal you accept.
• Clients outside Bangladesh are invoiced in US dollars (USD) unless the Proposal states another currency. These services are an export of services from Bangladesh and are zero-rated for Bangladesh VAT. If your local law requires you to self-account for VAT or sales tax (for example by reverse charge), that is your responsibility.
• Clients in Bangladesh are invoiced in Bangladeshi taka (BDT). BDT prices on the Site and in Proposals are exclusive of VAT; VAT at the prevailing rate (currently 15%) is added to the Invoice where applicable.
• BDT figures shown on the Site are indicative conversions of USD prices at BDT 122 per USD, rounded to the nearest BDT 500. The rate used for your engagement is fixed in your Proposal at the time of quotation and does not change during the engagement unless the Proposal says so.
• Withholding tax. Where the law of Bangladesh requires you to deduct tax at source (TDS/AIT) from a payment to us, you may deduct the statutory amount and must give us the deduction certificate within 30 days. Where the law of another country requires withholding, you must pay us the amount that leaves us with the full Invoice amount after that withholding, unless the Proposal says otherwise.
• Third-party costs. Cloud hosting, domains, licences, SMS, payment-gateway and similar costs are yours. Where we pay any on your behalf by agreement, we pass them through at cost and show them separately.
• Invoices are issued by the proprietor under the trade name Software Chamber and carry the tax identifiers required by the National Board of Revenue.

• Fixed-cost builds are billed by milestone: the down-payment stated in your Proposal before work starts, then an Invoice at each milestone once the milestone deliverable is accepted. We do not send a milestone Invoice before the preceding milestone is accepted.
• Subscriptions and maintenance plans are billed monthly in advance, or yearly in advance at the published discount. There is no setup fee.
• Unless the Proposal states a different term, Invoices are due within 14 days of the Invoice date. Subscription Invoices are due on the billing date.
• We accept bank transfer and international transfer services for USD, GBP and EUR, and bank transfer and licensed mobile-financial-service merchant wallets (for example bKash and Nagad) for BDT. BDT payments must be made only to the bank account or merchant wallet named on the Invoice. We never ask for payment to a personal wallet, and a payment made to any account not named on the Invoice is not a payment to us.
• Bank, card and transfer charges are paid by the payer. The amount we receive must equal the Invoice amount.
• Late payment. If an Invoice is unpaid 7 days after its due date, we may pause the Services on written notice: Portal access becomes read-only, no new sprint starts and no new milestone is begun. Nothing is deleted during a pause, and the Services resume within one Business Day of the Invoice being cleared. We may also charge interest at 1.5% per month (or the highest rate the law allows, if lower) on overdue amounts from the due date until payment, and recover reasonable collection costs.
• If an Invoice remains unpaid 30 days after its due date, we may terminate the engagement under section 21 and the full unpaid balance becomes immediately due.
• Questions about an Invoice must be raised in writing within 7 days of its date; the undisputed part remains payable on time.

• Your plan, price, monthly hour capacity and any specialist add-ons are those in the Order Form or Proposal you accepted.
• Unused hours do not roll over to the next month unless your Order Form says so. Work beyond your plan's capacity is agreed with you in writing before it is done and billed at the rate in your Order Form. Work you ask us to do outside Business Hours may carry the after-hours rate stated in your Order Form.
• You may upgrade at any time; the new plan applies from the next calendar day on a pro-rated basis. Downgrades take effect at the end of the current billing period.
• You may pause or cancel at any time by written notice. Cancellation takes effect at the end of the current billing period (for yearly plans, at the end of the paid year). What is refundable is set out in the Refund and Cancellation Policy, including the 14-day money-back guarantee for a new subscription.
• Personal IT Team plans involve access to your devices and accounts. We act only on your written instructions, keep an access log you can see on request, and never store your credentials in our own systems: they stay in a password vault that you own.
• Where a subscription includes hosting or third-party licences, those are passed through at cost and shown separately on the Invoice.

• Fixed-cost work is delivered in milestones. Each milestone has a written deliverable, an acceptance checklist, an Invoice and a Client sign-off.
• You review each milestone within 5 Business Days of us telling you it is ready. Tell us in writing of anything that does not meet the agreed acceptance criteria, and we will fix it within a 10-day cure window at no extra cost. A milestone is accepted when you sign it off, when 5 Business Days pass without a written objection, or when you use the deliverable in production, whichever is first.
• Final acceptance happens when the Go-live checklist in the Proposal (functional, performance and security checks, a recovery runbook and an operator handover document) is signed off.
• Change requests. Any work outside the written scope needs a written Change Order stating the estimated hours, cost and effect on the timeline, signed by you before we start. No Change Order, no out-of-scope work.
• Your part. Timelines assume that you provide feedback, content, decisions, credentials and access when the plan needs them. Delays on your side extend the timeline by at least the same period, and a prolonged delay (more than 30 days) lets us re-plan the remaining milestones or invoice for work completed to date.
• We work in two-week sprints with a live demo every sprint and a written status report every week, through a named project manager and the communication channel you choose.
• Your code lives in a repository in your organisation from day one. We contribute through pull requests; you control the main branch.

Every fixed-cost build includes three months of free maintenance from Go-live: monitoring, bug fixes, security patches, dependency updates and minor content changes. New features are change requests. From month four you may continue on a paid monthly maintenance plan or walk away with full ownership; the plan does not start unless you confirm it.

First-response targets by plan are summarised below. The full service-level matrix, resolution targets and any service credits are set out in your Order Form or SOW, which prevails over this summary.

Support requests are raised through the Portal ticket system or by email. Response targets measure the time to a first human reply; resolution targets depend on the plan and the severity you report.

• Deliverables. Ownership of the Deliverables, including source code, designs and documentation created specifically for you, transfers to you on payment in full for the relevant milestone or engagement. Until then we own them and you have a licence to use them for review and testing only.
• Background IP. We keep ownership of our Background IP. On full payment we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify and sublicense the Background IP as part of the Deliverables. You may not extract our Background IP tools to sell them as stand-alone products.
• Open source. Deliverables may include open-source components, which remain subject to their own licences. We keep to a published licence policy and give you a licence inventory at acceptance.
• Client Materials. You keep ownership of your Client Materials and give us a licence to use them only to perform the Services. You confirm that you have the rights needed to give us that licence.
• Know-how. We may reuse general know-how, techniques and generic code patterns learned on your project, but never your confidential information, your data or code that is specific to your business.
• Handover. On final payment we hand over the repositories, Client Cloud access, documentation and credentials so you can continue with or without us. Because your code, cloud and domains are in your name from day one, handover is confirmation rather than migration.
• Portfolio. Unless you tell us otherwise in writing, we may name you as a client and describe the work in general terms. We publish testimonials, logos and case studies only with your written consent, which you can withdraw at any time for future use.

Each of us will keep the other's confidential information (including pricing, Proposals, source code, business plans, personal data and anything marked or reasonably understood as confidential) secret, use it only for the engagement, and share it only with people who need it and who are bound by equivalent obligations. This duty lasts for 5 years after the engagement ends, and indefinitely for trade secrets and personal data. It does not cover information that is public through no fault of the receiving party, already known to it, or independently developed, and either of us may disclose information where the law or a court requires it, giving notice where lawful.

We sign a mutual non-disclosure agreement before project details are exchanged if you ask for one, and in every case for Personal IT Team and enterprise engagements.

Our Privacy Policy explains how we handle personal data as a controller: visitors, leads, Portal users and job applicants. Where we process personal data inside software we build or operate for you, you are the controller and we act only on your written instructions, under a Data Processing Agreement where the law requires one. Production data for every build sits in the Client Cloud; we do not copy it to our own systems except as needed for support and only with your authorisation.

You are responsible for having a lawful basis to collect and share with us any personal data in the Client Materials, and for the notices your own users need.

• Give us accurate information, timely decisions and the access we need, and name a decision-maker for the engagement.
• Hold the Client Cloud and every third-party account, licence and contract the Deliverables depend on in your own name, and keep them paid and in good standing.
• Grant our engineers least-privilege access to the Client Cloud and revoke it when the engagement ends. Never share root or owner credentials with us.
• Keep backups of your own data in addition to any we configure for you, and test the recovery runbook we hand over.
• Comply with the laws that apply to your business, including licensing for regulated activities (payments, healthcare, travel, legal practice), consumer and data-protection laws, and the rules of the app stores, gateways and marketplaces you publish on.
• Not solicit or hire any member of our team who worked on your engagement for 12 months after it ends, except through a public recruitment process or with our written consent.

You must not, and must not let anyone else, use the Site, the Portal or the Services to:

• Break any law, infringe anyone's rights, or build or operate anything that is fraudulent, defamatory, harassing, hateful or sexually exploitative.
• Build or run gambling, unlicensed financial, crypto-mixing, anonymous-wallet or sanctions-evading products.
• Send spam, scrape the Site, probe or test the security of our systems without written permission, upload malware, or try to access data or accounts that are not yours.
• Submit forms through automation, bypass the bot checks on public forms, or submit information you know to be false.
• Resell or white-label the Services without a written partner agreement.

We may remove content, suspend access or decline work that breaches this section, and we will tell you why unless the law prevents it.

Deliverables run on services we do not control: cloud providers, payment gateways, GDS and supplier APIs, messaging rails, app stores, AI model providers and open-source projects. Those services have their own terms, prices and availability, which apply to you directly. We are not responsible for their outages, price changes, policy changes, deprecations or data handling, though we will help you adapt under your maintenance plan or a change request.

Because the Client Cloud is in your name, you are responsible for its bills, its security settings outside the scope we configured, and the actions of anyone else you give access to.

We warrant that the Services will be performed with reasonable skill and care by suitably experienced people, and that Deliverables will materially conform to the written acceptance criteria for 90 days from Go-live (the free-maintenance window). If they do not, tell us in writing and we will fix the non-conformity at no cost. That remedy is your sole remedy for breach of this warranty.

Except as stated in these Terms or a Signed Agreement, we give no other warranty, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that software will be error-free or uninterrupted, that it will meet requirements that were not written into the scope, or that third-party services will keep working as they did at Go-live. The warranty does not cover defects caused by changes made by you or others, misuse, or failure to apply updates we provided.

The Site, calculators and content are provided for information. They are not legal, tax or financial advice.

To the fullest extent permitted by law, our total liability to you arising out of or in connection with the Services, these Terms or any engagement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the fees you paid us for the engagement concerned in the 12 months immediately before the event giving rise to the claim.

We are not liable for indirect or consequential loss, loss of profit, revenue, business, goodwill or anticipated savings, loss or corruption of data (beyond restoring it from the last available backup), or business interruption, even if we were told it was possible.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for anything else that cannot be limited or excluded by law.

Consumers. If you are dealing with us as a consumer, nothing in these Terms removes rights you have under the Consumer Rights Protection Act 2009 of Bangladesh or any other consumer law that applies to you and cannot be excluded.

• By us. If a third party claims that a Deliverable, as delivered by us and used as intended, infringes its intellectual property, we will defend the claim and pay damages finally awarded, provided you tell us promptly, let us control the defence and cooperate. We may modify or replace the affected part, obtain a licence, or, if neither is reasonable, take it back and refund the fees paid for it. This does not apply to Client Materials, open-source components, third-party services, or modifications made by anyone other than us.
• By you. You will defend us and compensate us for claims, losses and costs arising from Client Materials, from your use of the Deliverables or the Services in breach of these Terms or the law, from products you operate for your own customers, or from your failure to hold a licence or permission that your business requires.

• These Terms apply for as long as you use the Site or the Services. Each engagement runs for the period in its Proposal.
• Either party may end an engagement for cause if the other materially breaches these Terms or a Signed Agreement and does not cure the breach within 14 days of written notice, or at once if the breach cannot be cured, the other party becomes insolvent, or the other party is found to be a sanctioned person.
• Subscriptions can be cancelled by either party by written notice taking effect at the end of the current billing period. Fixed-cost builds can be ended by you for convenience on 30 days' written notice.
• We may suspend Services, as described in section 8, for non-payment, for a security threat, or where continuing would break the law. We give notice before suspending unless the risk is immediate.
• On termination you pay for work completed and accepted to that date and any non-cancellable third-party costs we incurred for you; we deliver the work in progress and, once paid, hand over everything in section 12. Refunds, if any, follow the Refund and Cancellation Policy.
• Sections on intellectual property, confidentiality, data protection, warranties, liability, indemnities, governing law and any other term that by its nature should survive, survive termination.

What you can get back, and when, is set out in our Refund and Cancellation Policy. In short: before kickoff, a full refund minus a 10% administration fee; during a milestone, payment is pro-rated to work delivered and accepted; after final acceptance, no refund, with defects fixed free during the 90-day free-maintenance window; subscriptions, a 14-day money-back guarantee for a new plan and no refund for the current period after that unless we fail the agreed service levels. Calculators and meetings are free and carry no charge.

Neither of us is liable for a delay or failure caused by events beyond our reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, strikes or hartals, government action, internet or telecommunications shutdowns, power failures lasting more than 24 hours, or the failure of a cloud or third-party provider outside our control. The affected party must tell the other promptly, do what it reasonably can to limit the effect, and resume as soon as possible. Timelines extend by the length of the event. If an event lasts more than 60 days, either party may end the affected engagement on written notice and settle for work completed. Payment obligations for work already delivered are not excused.

Software Chamber is run today as a sole proprietorship and plans to convert into a private limited company. We may assign, novate or otherwise transfer these Terms and any engagement, in whole or in part, without your consent to (a) a company incorporated in Bangladesh that is controlled by the proprietor or that acquires all or substantially all of the business carried on under the trade name Software Chamber, or (b) a successor by way of merger, reorganisation or sale of that business. We will give you written notice within 30 days of the transfer, the successor will take over all obligations from the effective date, and your rights will not be reduced. You may not assign these Terms or an engagement without our written consent, which we will not unreasonably withhold.

• These Terms and every engagement are governed by the laws of the People's Republic of Bangladesh.
• Talk first. If a dispute arises, either party may give written notice and senior people from both sides will meet (in person or online) within 14 days and try in good faith to resolve it within 30 days of the notice.
• Mediation. If that fails, either party may propose mediation through the Bangladesh International Arbitration Centre (BIAC) or another mediator we both accept. Mediation is voluntary and either party may move to arbitration if it has not resolved the dispute within 30 days.
• Arbitration. Any dispute not resolved within 60 days of the first notice will be finally settled by arbitration under the Arbitration Act 2001 of Bangladesh, administered under the BIAC arbitration rules, by a sole arbitrator, seated in Dhaka, in English. The award is final and binding.
• Clients outside Bangladesh. Where a Signed Agreement with a Client outside Bangladesh so provides, the dispute may instead be referred to arbitration administered by the Singapore International Arbitration Centre (SIAC) under its rules, seated in Singapore, before a sole arbitrator, in English. Bangladesh is a party to the New York Convention, so awards are enforceable in both directions.
• Carve-out. Either party may apply to any court of competent jurisdiction for an injunction or other urgent relief to protect intellectual property, confidential information or personal data, or to enforce an arbitral award. Nothing in this section stops a consumer from using the courts or consumer forums available to them by law.
• Each party bears its own costs unless the arbitrator decides otherwise.

Formal notices under these Terms must be in writing. Notices to us go by email to info@softwarechamber.com with "Legal notice" in the subject, or by courier to Flat B-6, 6th Floor, Empire Zohora Akbar, 15/Gha, Modhubag Road, Hatirjheel, Dhaka 1217, Bangladesh. Notices to you go to the email address of your billing contact or Portal administrator, or to the postal address in your onboarding details. Email notices are deemed received on the next Business Day after sending if no bounce is received; courier notices on signed delivery. Day-to-day project communication through the Portal, chat or email is not a formal notice unless it says so.

• Entire agreement. These Terms, the Privacy Policy, the Refund and Cancellation Policy and the Proposal you accepted (and, where one exists, the Signed Agreement) are the whole agreement between us for the engagement and replace earlier discussions. Neither party relies on any statement not written in them, except where made fraudulently.
• Severability. If any part of these Terms is found invalid or unenforceable, the rest continues in force and the invalid part is replaced by a valid term that comes closest to its purpose.
• Waiver. A delay or failure to enforce a right is not a waiver of it.
• No partnership. Nothing here creates a partnership, joint venture, agency or employment relationship between us. Neither party may bind the other.
• Anti-bribery. Each party will comply with the anti-corruption laws that apply to it, including the Penal Code 1860 and the Prevention of Corruption Act 1947 of Bangladesh, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act where they reach the engagement. Neither party will offer, give or accept any bribe, kickback or facilitation payment in connection with the Services.
• Sanctions and export control. Each party confirms that it, its owners and its directors are not listed on a sanctions list of the United Nations, the United States, the United Kingdom or the European Union, and that the Deliverables will not be used in, or exported to, a sanctioned country or for a prohibited end use. We may suspend or end an engagement at once if this confirmation stops being true.
• Electronic signatures and records. Acceptance by email, e-signature or a Portal click is as valid as a handwritten signature. We keep a copy of each version of these Terms for 7 years.
• Language. These Terms are written in English. A Bengali courtesy translation may be provided; the English text prevails if they differ.

We may update these Terms when our Services, our business structure or the law change. The effective date and version number at the top identify the current version; the version history below records what changed. Material changes are announced on this page at least 14 days before they take effect, and Clients with an active engagement are told by email. Changes do not alter a Proposal you accepted before the effective date, except where the law requires it. Continuing to use the Site or the Services after the effective date means you accept the updated Terms; if you do not, stop using the Services and tell us, and your existing engagement will complete on the terms you accepted.

Software Chamber (M B H Mishu, proprietor), Flat B-6, 6th Floor, Empire Zohora Akbar, 15/Gha, Modhubag Road, Hatirjheel, Dhaka 1217, Bangladesh. Email info@softwarechamber.com, phone +880-1830-208833. Support for Clients is available through the Portal ticket system at /dashboard.

• Version 2.0, 28 October 2026: full rewrite. Named the proprietor as the contracting party; added definitions, Portal accounts, currency and tax rules (USD export pricing, BDT prices exclusive of 15% VAT, TDS), the 7-day grace and pause rule, the 90-day warranty aligned with the free-maintenance window, the service-level summary, the OTA no-rental rule, acceptable use, third-party services, indemnities, force majeure, assignment on conversion to a company, tiered dispute resolution with BIAC arbitration and a SIAC option for foreign Clients, anti-bribery and sanctions terms, and a link to the new Refund and Cancellation Policy.
• Version 1.0, 11 October 2026: first published Terms of Service.