BS Agreement Number: BSC 000/2012

BUSINESS SOLUTIONS AGREEMENT

This Deed of Business Solution Agreement is made and entered into at <Dhaka> on this the <.> day of
<., 2014> of Christian Era

BETWEEN

Grameenphone Ltd., a public limited company incorporated in Bangladesh under the Companies Act 1994, having
its registered office at GPHouse, Bashundhara, Baridhara, Dhaka-1229, Bangladesh (hereinafter referred to as GP,
which expression shall, unless repugnant to the context and contrary to the meaning thereof, include its
successors-in-interest, legal representatives, administrators and assigns), of the ONE PART;

AND

Nymphea, a company incorporated in Bangladesh under the Companies Act 1994, having its registered office at
.. (hereinafter referred to as Business Customer, which expression shall, unless
repugnant to the context and contrary to the meaning thereof, include its successors-in-interest, legal
representatives, administrators and assigns), of the OTHER PART.

WHEREAS GP being the pioneer in mobile telecommunication services in Bangladesh provides a variety of business
oriented communication services in order to facilitate smooth business operation;

AND WHEREAS the Business Customer desires to obtain few services as and when provided by GP under the terms
and conditions as stipulated by GP;

AND WHEREAS, it has been expedient for the parties to reduce in writing the terms and conditions which are
agreed upon;

NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto do hereby agree
and covenant with each other as follows:


1. Terms of Services

1.1 This agreement is a mother agreement for business solution services (hereinafter referred to as the
Agreement). Terms and conditions for a particular service are mentioned in the respective Annexure.
The Business Customer has initially subscribed the service/s mentioned in the Annexure/s. If the Business
Customer desires to subscribe any additional service after the execution of this Agreement, Parties shall
negotiate the terms and conditions of that particular service and the negotiated terms and conditions of
that service shall be reduced into an Annexure which shall be an integral part of this Agreement. If at any
point of time, any confusion arises between the terms and conditions of this Agreement and the same of
an Annexure in relation to a particular service, the terms and conditions of that particular service shall
prevail.

1.2 This Agreement shall be deemed to be a principal agreement between the parties for the services
subscribed or to be subscribed by the Business Customer under this Agreement. However, the Business
Customer shall also sign a separate Subscription Agreement for individual connections and such
Subscription Agreement shall not be affected by any termination of this Agreement or suspension of any
service under this Agreement.

1.3 The Business Customer hereby acknowledges that any feature and/or benefit of a particular service may
be withdrawn by GP serving 30 days prior notice at any time at the discretion of GP.

1.4 The Business Customer will enjoy Business Solution Call Management Centre from GP only if it is offered
by GP.


2. Obligation of the Business Customer

2.1.1 The Business Customer shall appoint at least two authorised contact persons for all sorts of official
communication delegating proper authority and administrative power and GP shall also appoint two
authorised contact persons known as Key Account Manager (KAM) for maintaining all sorts of official
communication as well as business confidential issues with the Business Customer. The details of the
contact persons of both the parties shall be communicated in writing to each party, which is subject to
change by either Party through providing a written notice prior to at least 30 days of such change.
Correspondence shall be delivered by registered mail signed by an authorized representative of the
sending party, or by e-mail or facsimile or delivered personally to the addressee established in this clause
or at such address as the recipient may case by case have notified to the other party hereto. Any
correspondence shall be confirmed by the receiving party if so requested by the sending party without
undue delay.

2.2 The Business Customer shall notify GP in writing the number of subscriptions for particular service to be
enlisted in the Business Solution facilities through their official letterhead pad, duly signed with date by
the nominated contact person.
2.3 The Business Customer shall not hand over the agreed products without written permission of GP to any
unauthorised person/s or any person other than its officials and employees. In case the Business
Customer fails to comply with this provision, it shall be responsible for any fraud committed by any third
party.

2.4 In the case of barring of services, GP shall follow the general barring procedures as practised in accordance
with GP Policy in the matter.



3. Payment

3.1 The Business Customer shall pay the bill in prescribed manner within the due date as per the provision of the
particular service Annexure.

3.2 The payment must be made within due date, even if the Business Customer disputes the bill, and even if the
handsets or SIM (Connections) are claimed to be lost or stolen.

3.3 At its sole discretion GP has the right to reconcile and adjust any amount received from the Business Customer
with any of its payables.

3.4 The Business Customer shall be obliged to pay tax charges, levies, or any other fees already imposed and to be
imposed by the Government of Bangladesh from time to time and shall be solely responsible for the
payment of all sorts of usage, charges and other expenses relating to the subscriptions subscribed to be
subscribed under this Agreement.




4. Period and Renewal

This Agreement shall commence on the .and shall be valid for a period of 5 years. The Agreement period
is further renewable upon mutual understanding between the parties in writing. Termination or expiration of this
Agreement shall automatically terminate all services subscribed for under this Agreement.

5. Termination:

5.1 GP has the sole discretion to terminate any particular service following the provisions of particular Annexure.
5.2 Both the parties shall have the right to terminate this Agreement by providing 3 (three) months prior notice.
However, if this right is exercised by the Business Customer, GP shall have the right to impose termination fee
as per the provisions of the particular Annexure.
5.3 Notwithstanding anything contained anywhere in this Agreement, GP shall have the right to terminate this
Agreement immediately in case of any material breach (which includes but not limited to disclosure of any
confidential information) of any of the obligations of the Agreement by the Business Customer and impose
termination fee as per respective service Annexure.
5.4 GP reserves the right to terminate this Agreement if the Business Customer fails to pay due bill within
stipulated time.


6. Confidentiality

Both parties shall keep confidentiality of all information and treat it as trade secret that is received from the other
party or becomes known as a result of this Agreement. However, information may be transmitted by GP or by the
Business Customer to government, judicial or regulatory authorities, as may be required by any government,
judicial or regulatory authority. Other than the above stated circumstances, before divulging information to any
third party, one party must inform in writing to other party about such request. However, third party means any
party other than government, judicial or regulatory authorities.

7. Disclosure Requirement

If any change takes place to the status of either of the parties through sale/ merger/ acquisition of companies /
change of any legal status or other conditions, which may affect the agreed rights under the agreement, the party
shall notify the other within 30(thirty) days and also as per the terms of the Subscription Agreement(s) in written
form. The Business Customer agrees to give complete and correct information regarding the organisation and
subscription conditions at any time, if asked by GP. The Business Customer shall be held solely responsible for
giving any incorrect, false and fabricated information.

8. Intellectual Property Right (IPR)

The Business Customer shall refrain from all sorts of unauthorised use of the IPRs of GP. In violation of this
provision GP reserves the right to take available legal action against the Business Customer.


9. Representations and warranties:
The Business Customer hereby warrants and represents that-
a. It has all the required legal capacity to enter into this agreement or to perform all the obligations
contemplated under this Agreement.
b. The Business Customer Representative shall have the full authority to represent and commit the Business
Customer in all matters concerning the performance of this Agreement.


10. Compliance with the Laws:
The parties shall comply with all applicable laws of any governmental authority having jurisdiction and shall, unless
otherwise stipulated obtain and pay for all licences and permits necessary in accordance with such laws.

11. Limitation of liability:
None of the parties including respective parent, subsidiary, affiliated and related companies and their respective
officers, directors, and employees shall be responsible for the other partys indirect losses (including, without
limitation to loss of income and profit, consequential damage).
The above limitation of liability does not apply if the breach of contract was done with intent or by gross
negligence.

12. Force Majeure:
Notwithstanding anything contained herein, neither party hereto shall be liable to indemnify or compensate the
other for any breach, non-performance or delay in performance of any obligations under this Agreement or for any
harm, loss, damage or injury caused to the other due to causes reasonably beyond its control including but not
limited to tide, storm, cyclone, flood, lightning, earthquake, fire, blast, explosion or any other act of God, war,
rebellion, revolution, insurrection, embargo or sanction, blockade, riot, civil commotion, labour action or unrest
including strike, lock-out or boycott, interruption or failure of any utility service, enemy action, criminal conspiracy,
act of terrorism or vandalism, sabotage, unanticipated technological or natural interference or intrusion, loss or
damage to satellites, loss of satellite linkage or any other data communications linkage, loss of connectivity or any
other irresistible force or compulsion.

13. Governing Laws and Disputes

This Agreement shall be governed in all respect according to the laws of Bangladesh. If any dispute or difference
arises in respect to any provisions of this agreement or the matters thereof, parties undertake to try to settle that
dispute arising in connection with this agreement amicably, taking into consideration the good reputation of the
parties. Should they fail to come to an agreement, the matter shall be referred to the arbitration as per the
Arbitration Act 2001.

14. Miscellaneous:
14.1 Non-waiver:
No waiver by either party of any provision in the Agreement shall be binding unless expressly confirmed in writing,
and shall only be limited to such particular matter.
14.2 Severability:
If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition,
invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of
the Contract and the applicable governmental rule, regulation, order, or law shall prevail.
14.3 Survival of Clauses
The clauses that shall survive after the expiry or termination of the Contract are as follows: IPR, Governing law,
Arbitration and Disputes Resolution and any other clauses which explicitly indicate that those shall survive the
termination of the Contract.
14.4 Assignment:
The parties cannot assign their rights or obligations under the Contract without the prior written consent of the
other party. Such consent shall not be unreasonably withheld.
14.5 Language:
The Agreement is executed in English language. All notices and other communications between the Parties shall be
in English language unless otherwise agreed for specific cases.

15. Amendment:
No amendment or other variation or modification of the Agreement shall be valid unless it is in writing and is
signed by the duly authorised representative of each party thereto.

16. Entire Agreement:
The parties state that this Agreements constitute the entire agreement between the parties in respect of the
subject matter hereof. This Agreement supersedes all prior correspondence whether verbal or written,
communication and documents whether signed or not by the parties prior to entering into the Agreement.
17. Annexures:
All the Annexures shall be the integral part of this Agreement.

18. Execution of Agreement
This Agreement is executed in duplicate and a copy each shall be retained by each of the parties hereto.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands and seals to
this Agreement in duplicate on the day, month, year and place first hereinabove mentioned.



For Grameenphone Ltd.

Signature
Name:
Designation:
Grameenphone Ltd.
For Nymphea

Signature
Name:
Designation:
Nymphea

In the presence of :

In the presence of :

1. Signature

Name:

Address :



2. Signature

Name:

Address :


1. Signature

Name:

Address:



2. Signature

Name :

Address :


Appendix A.1



1. This Annexure shall be an integral part of the mother Agreement and all other terms of the mother
Agreement shall be applicable for this Annexure.
All terms of the Subscription Agreement of the Product shall be applicable and if any contradiction arises
then the terms and conditions of the Subscription Agreement and the mother Agreement shall prevail.


2. Validity and Termination

2.1 The service shall remain valid till the validity of the BS Agreement and it may be further renewed
depending on the renewal of the BS Agreement, if mutually agreed between the parties.

2.2 GP shall have the right to suspend or terminate the service anytime by providing 30 (thirty) days notice in
writing, notwithstanding the validity of the BS Agreement. However, this shall not affect any other termination
right that GP may have as per the terms and conditions stated above.




1. Appendix A.2
1. Minimal number of subscription of Nymphea

a. Business Customer undertakes that its number of GP subscriptions contracted under the name of
Business Customer is 10 subscriptions.

b. In case the number of subscription contracted under the name of Business Customer does not
exceed or maintain the total number of subscriptions mentioned above, Business Customer
undertakes to accept the immediate termination of agreement by GP and pays the bill of
termination fee to GP.

2. Termination fee is calculated according to the following :

BDT 2,000.00 multiplied by number of subscription undertaken.

3. The Price/facility is subject to change under GPs sole discretion without prior notice.

4. Exclusive Business Solutions and offerings for Nymphea

Number of subscriptions

GP undertakes to grant the specially agreed prices and services for 10 subscriptions from the date of sign of
this agreement by both the parties.

Start Up Cost

Sl. No. No. of Subscription Subscription Fee (Post Paid) per unit
1. 20 subscriptions BDT 500

Subsequent Start Up Cost

Sl. No. No. of Subscription Subscription Fee (Post Paid) per unit
1. XXX subscriptions BDT yyyy
2. XXX subscriptions BDT yyyy
3. XXX subscriptions BDT yyyy
4. XXX subscriptions BDT yyyy

Terms and conditions
No security deposit is required for the above mentioned subscription.
Mode of Payment: Cash/PO/DD in favour of Grameenphone Ltd. in advance.
VAT, Taxes & Levies will be applicable as per government rule.
Price quoted is net and not deductible.
The Price/facility is subject to change under GPs sole discretion.

Any published special Business Solutions Offer / further discount on Business Solutions / price negotiation
on Business Solutions effect will be implemented from the 1st day of the next bill cycle of next month.
Appendix A.3

BS Postpaid Date: Mar 22, 2009


Feature Airtime (in BDT) Pulse Monthly Access Fee
Voice
Business Hour
(9 AM to 6 PM)
GP to GP 1.00
30 Sec pulse from 1st
min and 15 sec from
2nd minute onwards
(30/30/15)
Waived for Business
Solutions customer
GP to Others (including
BTCL)*
1.20
Private Hour
(6 PM to 9 AM)
GP to GP 1.30
GP to Others (including
BTCL)*
1.30
F&F (Friends & Family) : 3 numbers 0.90 60 sec
Office Talk (CUG)* 0.80 30 sec
SMS (Short Message Service)
F&F (GP-GP/GP to Others) 0.50/1.00 -
GP to GP 0.80 -
GP to Others* 1.00 -
All Incoming including BTCL calls FREE

Feature (Optional Services) Airtime/Rate (in BDT) Pulse Monthly Access Fee
Voice Mail ServiceVMS
2/Minute
of Voice Mail retrieval
- -
International Roaming* : Standard
As charged by other country
operator
-
Security Deposit
waived
International Roaming* : SMS
As charged by other country
operator
- Not applicable
Data, Fax Airtime charge
Normal Product
Pulse
100.00
EDGE
P1 - Pay as You Go (Content Download charge is as per
content)
0.02/KB - Not Applicable
P2 - Monthly Unlimited Browsing (Content Download
charge is as per content
& Data, Fax charge waived)
Not Applicable - 850.00
P3 - Monthly Unlimited Browsing from 12 AM-8 AM.
After 8 AM, P1 charge (0.02/KB) is applicable (Content
Download charge is as per content & Data, Fax charge
waived)
Not Applicable - 300.00
MMS (Multimedia Message Service)
P2P MMS
(Mobile to Mobile)
GP to GP 3.00 -
Not Applicable International* 15.00 -
P2E MMS (Mobile to e-mail) 3.00 -

Note:
* Other operator dependent/Conditions applied
- Airtime calculation is per minute
- SMS, MMS rates are per message
- VAT applicable to all charges as per Government rules and regulation
- VAT is exempted as per Bangladesh Government notification SRO No. 72-Ain/95/113-Musak and PRO(MS)-3/93-VAT/94
- All tariffs are subject to change without prior notice
- Bills from Grameenphone should be received by 10
th
of the next month.
- For further details visit our website www.grameenphone.com * Conditions applied


Appendix C


Business Solutions Call Management Centre for Nymphea:

1. The Business Solutions Customer will have the access to Business Solutions Call Management Centre
through the following contact channels

Business Solution Call Management Centre Hot Line: 121

2. Business Solutions Call Management Centre Hot line number is available for all Business Solutions
Customers.


3. Business Hot Number which is the one point solution for all sorts of GrameenPhone Network Services.

4. The authorised contact person of Business Customer will contact Business Solution Call Management
Centre of GP for obtaining any services or resolving problem, which amongst others includes Information of
Billing System, Information for the Invoice problem, Status of the Deposit, Value Added Services, Remove
the password, Different features, Product information, Coverage information, Bill and Network related
problem etc., and after authenticating the authorised contact person of Business Customer, Business Call
Management Centre of GP will give its best effort to provide services and to resolve any problem at their
earliest.

5. Non authorised end users of Business Customer are allowed to contact the Business Solutions Call
Management Centre of GP, without having the right to receive all Exclusive services. They are allowed to
receive limited information. Any other person of the BC, except the contact persons, mentioned in point 2
are eligible to access GP Call Management Centre for further information.

6. In case Business Customer intends to change the authority should inform GP formally through a company
letter head with the signature of CEO/ Company Secretary / Director / Proprietor.

Appendix D


Authorised contact persons of Nymphea


1. Name :
Designation :
Contact number :
Email :

2. Name :
Designation :
Contact number
Email :


3. Name :
Designation :
Contact number :
Email :


Authorised contact persons of GrameenPhone Ltd.



1. Name : Md. Maruf Al Rashid
Designation : Key Account Manager
Contact number : 01711503833
Email : m_rashid@grameenphone.com



2. Name : Md. Arifur Rahman
Designation : Zone In charge (Immediate Supervisor of the KAM)
Contact number : 01711507405
Email : marifur@grameenphone.com