The Client contracts with Powersys Engineering for the purpose of obtaining services in accordance with the following terms and conditions.

- This agreement is governed by the laws of Bangladesh. Any dispute, controversy or claim arising out of, or relating to or in connection with this agreement will exclusively be resolved in Dhaka, Bangladesh by arbitration in accordance with the Bangladesh Arbitration Act 2001 and the Rules of BIAC from time to time in force. Any dispute will be referred to the BIAC Small Claims Procedure. The language of the arbitration will be Bangla/English.

- The parties will be bound by this agreement upon the agreement being signed by both parties. However verbal or written confirmation of a quotation or a request to start works will be deemed as the clients agreement and acceptance of these terms and conditions in full. Powersys Engineering is bound to use reasonable efforts to commence the works upon execution of the agreement, acceptance of quotation or request to start works.

- The fee and expense reimbursement shall be agreed upon by the Client and Powersys Engineering per service contract. If implementation of the contract is prevented by the client after the contract has been signed (for ex. due to cancellation), the business consultant is nonetheless entitled to payment for the stipulated scope of consultation services. If the execution of the contract does not occur due to circumstances which are substantially caused by Powersys Engineering, then Powersys Engineering shall only be entitled to receive the part of the fee which corresponds to those services already performed. This particularly applies if, despite cancellation, Powersys Engineering’s services up to that point are usable by the client. Apart from apparent deficiencies, any complaint about Powersys Engineering’s services does not justify the retention of fees owed to Powersys Engineering.

- If the Client is delinquent on a due payment, Powersys Engineering reserves the right to rescind the contract effective immediately and assert a claim for damages. Only bank transaction is accepted by Powersys Engineering.

- Clients will not withhold or hide taxes from Powersys Engineering's payment.

- Client acknowledges that the actual total fees and expenses may exceed the estimate if the total work scope is undefined at the time of executing this agreement, or if not all information requested is supplied initially, or if anomalies are discovered during assessment, or a change of project scope is requested after the agreement has been executed. Where an anomaly or a project scope change request is received after executing the Agreement, any work will cease and a new written estimate will be issued.

- Powersys Engineering is not responsible for and accepts no liability for any error, inaccuracy or negligence in the manufacture of the vessel or object that is the subject of this agreement, or where the building has not been in accordance with the drawings prepared. Powersys Engineering is not responsible for and accepts no liability for any error, inaccuracy or negligence in the design or performance or manufacture of the vessel or object that is not of Powersys Engineerings design that is the subject of this agreement, or where the building has not been in accordance with the drawings prepared.

- Powersys Engineering will not be liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of the Client however such loss or damage occurs.

- Powersys Engineering will be discharged of all liability in respect of any claim for loss, damage, delay or expense suffered by Client (or alleged to be suffered by Client) unless, within 12 months from the date on which Powersys Engineering submits a final report to Client (or, if no report is issued, the date on which the report would have been issued or if no report is required, the date of the Powersys Engineering’s final invoice) formal arbitration proceedings are commenced pursuant to Clause 5 by Client against Powersys Engineering.

- Client hereby undertakes to keep Powersys Engineering and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which Powersys Engineering may suffer or incur (either directly or indirectly) in the course of performing the services under this Agreement, unless such costs, loss, damages and expenses (including legal costs) arise solely as a result of the Powersys Engineering’s negligence, gross negligence or wilful misconduct. The loss need not occur before Powersys Engineering may rely on this indemnity.

- Neither Powersys Engineering nor Client will, except as otherwise provided in these Agreement, be responsible for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, rulers or people or any other usual force majeure type event.

- All materials supplied by Client to Powersys Engineering and all communications between them will be considered confidential, not disclosable by Powersys Engineering without prior written permission of Client, unless necessary for the provision of the service or required by law.

- All intellectual property created by virtue of Powersys Engineering carrying out the works under this Agreement, is owned by Powersys Engineering, with Client receiving a non-exclusive royalty-free licence to use the intellectual property created by Powersys Engineering under this Agreement, for the purposes referred to in this Agreement.

- This Agreement sets forth the entire understanding of the parties in respect of their respective rights and obligations relating to the subject matter of this Agreement, and supersedes all prior agreements or understandings of the parties with respect thereto.

- Nothing contained in this Agreement will be construed to create any partnership, joint venture, or franchise relationship between the parties hereto. The parties are independent persons, and neither will be construed as the agent, employee, nominee, or representative of the other. No party will have the authority to act for, or to incur obligations on behalf of, any other party except as provided by this Agreement.

- No provision of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to it.

- Client cannot control how Powersys Engineering does their work. It is up to Powersys Engineering to decide how Powersys Engineering does their job, unless otherwise specified in the contract. Powersys Engineering might work three days a week from a rented office, from a beach in Cox's bazar, or keep completely regular business hours from a home office. How Powersys Engineering gets the work done is a fundamental aspect of independent contracting and a right that makes the flexibility of this type of work appealing.

- A contract is an essential legal component of establishing a consultant-client relationship. Powersys Engineering should always make sure a signed contract is in place before starting work. A contract should clearly define the relationship between Powersys Engineering and Client, stating that Powersys Engineering is an independent contractor. At minimum, a contract should also include: a description of the project that Powersys Engineering will be working on, a specified time period for completion, payment and billing terms, and termination conditions.

- As an independent contractor, it is important to understand that Powersys Engineering is responsible for managing their own business. Independent contractors are not eligible for company benefits. This means that Client is not responsible for providing typical employee benefits such as insurance, pension plans, paid vacation, sick days, or disability insurance.

- Being able to work wherever Powersys Engineering wants is a big plus of being an independent contractor. For many people, this involves working out of a home office. For others, this means working as a digital nomad and working remotely across countries and continents. The exception to this may be if a particular project requires Powersys Engineering to be on-site with a client. In that case, Powersys Engineering is also generally responsible for providing their own equipment or tools necessary to do job.

- As an independent contractor, Powersys Engineering has the right to market services to other businesses. Powersys Engineering can also work with multiple clients at once. Even if you have a long-term contract with a particular client, Powersys Engineering can choose to work on additional projects as well.

- Powersys Engineering also has the right to engage subcontractors or partner with other independents to complete projects or specific tasks. As a best practice, during initial conversations, let Client know if Powersys Engineering plan to use additional resources to complete the work and include this information in the contract.

- As an independent contractor, Powersys Engineering will likely submit invoices for work completed. Pay and payment terms should be discussed during initial contract negotiations. Powersys Engineering may have a standard billing rate for the services, or their rate might change based on the project. Be sure ot discuss how and when Powersys Engineering would like to invoice Client and outline these details in the contract.

- If client delay or deny to pay the bill Powersys Engineering may take legal actions.

- Either party may terminate this agreement by providing the other party with 30 days prior written notice.

- Each party shall be excused from performance under the Agreement to the extent that such party is prevented from performing, in whole or in part, by delays caused by an act of God, war, civil disturbance, labor dispute, or other cause beyond its reasonable control. The non-performing party shall promptly give notice of its non-performance to the other party. The non-performing party shall make all commercially reasonable efforts to remove such cause of non-performance. All other obligations not affected by such cause of non-performance shall be in full force and effect during the period of time that the affected obligation is suspended during the continuance of such cause of non-performance.

- Telephone conversations to the office number may be monitored or recorded.