Terms of Service

1. Overview

Welcome to Hold.bd ("Platform", "Service", "we", "us", or "our"). Hold.bd is a secure online escrow platform operated by KaritKarma Limited("Operator"), an enterprise software company specialising in cloud-native systems and fintech, registered and operating in the People's Republic of Bangladesh since 2005. By accessing or using our Platform, you agree to be bound by these Terms of Service ("Terms").

Hold.bd provides technology-enabled escrow services that facilitate secure transactions in Bangladeshi Taka (BDT) between buyers and sellers. All funds held in escrow are maintained in segregated accounts with our licensed partner bank, in compliance with applicable regulations of Bangladesh Bank and the Financial Institutions Division of the Ministry of Finance.

These Terms constitute a legally binding agreement between you and KaritKarma Limited. If you do not agree with any part of these Terms, you must not use the Platform. We reserve the right to modify these Terms at any time, and your continued use of the Platform constitutes acceptance of any changes.

2. Definitions

• "Buyer" refers to the party in an escrow transaction who deposits funds into the escrow account in exchange for goods, services, or the fulfilment of agreed conditions.
• "Seller" refers to the party in an escrow transaction who is entitled to receive funds upon fulfilment of the agreed conditions or milestones.
• "Escrow Account" refers to the segregated bank account held with our partner bank where transaction funds are securely held until release conditions are met.
• "Milestone" refers to a predefined deliverable or condition agreed upon by both parties, upon completion of which a portion or the entirety of escrowed funds may be released.
• "Transaction" refers to the complete escrow process from creation through to final fund release or refund, including all associated milestones.
• "KYC" (Know Your Customer) refers to the identity verification process required of all users before they may participate in escrow transactions on the Platform.
• "Partner Bank" refers to the licensed commercial bank in Bangladesh that holds all escrowed funds in segregated accounts on behalf of Hold.bd users.
• "Dispute" refers to a formal disagreement raised by either party regarding the fulfilment of transaction conditions or milestones.

3. Account Registration

To use Hold.bd, you must create an account by providing accurate and complete information. You must be at least 18 years of age and a resident of Bangladesh, or a legally registered business entity operating within Bangladesh.

You are responsible for maintaining the confidentiality of your account credentials, including your password and any two-factor authentication methods. You agree to immediately notify us of any unauthorised access to or use of your account. Hold.bd shall not be liable for any loss arising from your failure to safeguard your account credentials.

Each individual or business entity may maintain only one account on the Platform. Creating multiple accounts for the purpose of circumventing transaction limits, KYC requirements, or any other Platform policy is strictly prohibited and may result in immediate account termination.

By registering, you consent to receiving communications from Hold.bd related to your account and transactions, including but not limited to email notifications, SMS alerts, and in-app messages regarding escrow status updates, payment confirmations, and security notices.

4. Escrow Service

Hold.bd acts as a neutral third-party escrow service provider. We do not take ownership of escrowed funds. All funds deposited into escrow are held in segregated accounts with our partner bank, separate from the operational funds of KaritKarma Limited. Hold.bd provides the technology platform that facilitates the escrow process; the partner bank is responsible for the custody and safekeeping of funds.

When creating an escrow transaction, both parties must agree to the terms of the transaction, including the total amount, milestones (if any), timeline, and conditions for fund release. Once both parties have agreed and the buyer has deposited funds, the escrow is considered active.

Funds are released to the seller when the buyer approves the completion of milestones or when the agreed conditions are met. In milestone-based transactions, partial releases are made as each milestone is approved. Both parties receive real-time notifications at every stage of the transaction.

Hold.bd reserves the right to place a hold on any transaction that appears to violate these Terms, applicable laws, or Bangladesh Bank regulations. In such cases, we may require additional documentation or information from either party before proceeding with the transaction.

5. Fees and Payments

Hold.bd charges a service fee on each completed transaction. Our fee structure is transparent and tiered based on the transaction amount:

• Transactions up to BDT 50,000: 2.5% service fee
• Transactions from BDT 50,001 to BDT 5,00,000: 2.0% service fee
• Transactions from BDT 5,00,001 to BDT 50,00,000: 1.5% service fee
• Transactions above BDT 50,00,000: 1.0% service fee

A minimum fee of BDT 100 applies to all transactions regardless of amount. Service fees are deducted from the transaction amount at the time of fund release. The fee is borne by the party designated during transaction creation (buyer, seller, or split equally).

Payments may be made via bank transfer to our partner bank's designated escrow account. Processing times may vary depending on the payment method selected. Hold.bd is not responsible for delays caused by third-party payment processors or banking systems.

All fees are quoted in Bangladeshi Taka (BDT) and are inclusive of applicable Value Added Tax (VAT) as required under the Bangladesh VAT and Supplementary Duty Act, 2012. Hold.bd reserves the right to modify its fee structure with 30 days prior notice to registered users.

6. KYC Requirements

In compliance with the Bangladesh Money Laundering Prevention Act, 2012 and the Anti-Terrorism Act, 2009, as well as directives issued by Bangladesh Bank and the Bangladesh Financial Intelligence Unit (BFIU), Hold.bd requires all users to complete a Know Your Customer (KYC) verification process before participating in escrow transactions.

For individual users, KYC verification requires submission of:

• National Identity Document (NID) issued by the Bangladesh Election Commission
• Tax Identification Number (TIN) issued by the National Board of Revenue (NBR), for transactions exceeding BDT 5,00,000
• A recent photograph for facial verification against the NID
• Proof of address (utility bill, bank statement, or similar document dated within the last 3 months)

For business entities, additional documentation is required, including trade licence, certificate of incorporation (where applicable), TIN certificate, and authorised signatory documentation.

Hold.bd reserves the right to request additional documentation at any time for enhanced due diligence purposes. Failure to provide requested KYC documentation within the specified timeframe may result in account suspension or termination. KYC data is handled in accordance with our Privacy Policy and applicable data protection standards.

7. Dispute Resolution

In the event of a disagreement between the buyer and seller regarding the fulfilment of transaction conditions, either party may initiate a formal dispute through the Platform. Disputes must be raised within 7 days of the relevant milestone deadline or transaction completion date.

Hold.bd provides a structured dispute resolution process consisting of the following stages:

1. Direct Negotiation: Both parties are encouraged to resolve the dispute through direct communication via the Platform's messaging system. A period of 5 business days is provided for direct negotiation.
2. Mediation: If direct negotiation fails, Hold.bd will assign a trained mediator to facilitate resolution. The mediator will review submitted evidence, communicate with both parties, and propose a fair resolution within 10 business days.
3. Final Decision: If mediation does not result in agreement, Hold.bd will make a final binding decision based on the evidence and transaction terms. This decision will be communicated to both parties in writing within 5 business days of the mediation period ending.

During the dispute resolution process, escrowed funds related to the disputed milestone or transaction will remain held in the escrow account. Neither party may withdraw disputed funds until the dispute is resolved.

Nothing in this dispute resolution process prevents either party from seeking recourse through the courts of Bangladesh. Any legal proceedings shall be subject to the exclusive jurisdiction of the courts in Dhaka, Bangladesh.

8. Limitation of Liability

Hold.bd and KaritKarma Limited provide the Platform on an "as is" and "as available" basis. While we strive to maintain uninterrupted service, we do not guarantee that the Platform will be available at all times or free from errors, bugs, or security vulnerabilities.

To the maximum extent permitted by the laws of Bangladesh, Hold.bd, KaritKarma Limited, and their respective directors, officers, employees, and agents shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform
• Loss of profits, data, business opportunities, or goodwill resulting from Platform use or inability to use the Platform
• Delays or failures in transaction processing caused by third-party payment processors, banking systems, or telecommunications infrastructure
• Acts or omissions of the buyer or seller in any transaction, including the quality, legality, or fitness of goods or services transacted
• Unauthorised access to your account resulting from your failure to maintain adequate security of your credentials

Hold.bd's total aggregate liability for any claims arising from or related to the Platform shall not exceed the total service fees paid by you to Hold.bd in the 12 months preceding the claim. This limitation applies regardless of the legal theory upon which the claim is based.

9. Intellectual Property

All content, features, functionality, design elements, trademarks, logos, and software associated with Hold.bd are the exclusive property of KaritKarma Limited or its licensors and are protected by the Copyright Act, 2000 of Bangladesh and applicable international intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, and revocable licence to access and use the Platform solely for its intended purpose of facilitating escrow transactions. You may not:

• Copy, modify, distribute, sell, or lease any part of the Platform or its content
• Reverse engineer, decompile, or disassemble any software used in the Platform
• Use automated tools, bots, or scrapers to access or collect data from the Platform
• Use the Hold.bd name, logo, or branding in any manner without prior written consent from KaritKarma Limited

Any feedback, suggestions, or ideas you submit regarding the Platform may be used by KaritKarma Limited without obligation to you, unless otherwise agreed in writing.

10. Termination

You may terminate your Hold.bd account at any time by contacting our support team, provided that you have no active or pending escrow transactions. If you have active transactions, you must either complete them or mutually agree with the other party to cancel them before account termination can be processed.

Hold.bd reserves the right to suspend or terminate your account, with or without notice, for any of the following reasons:

• Violation of these Terms of Service
• Submission of false, misleading, or fraudulent KYC documentation
• Engagement in or facilitation of money laundering, terrorism financing, or other illegal activities
• Failure to comply with KYC requirements or enhanced due diligence requests
• Receiving a directive from Bangladesh Bank, BFIU, or any other regulatory authority
• Repeated disputes or a pattern of behaviour detrimental to the Platform community

Upon termination, any funds held in escrow will be handled in accordance with the terms of the relevant transactions and applicable law. KaritKarma Limited will retain records of your account and transactions as required by Bangladesh Bank regulations and the Money Laundering Prevention Act, 2012.

11. Changes to Terms

Hold.bd reserves the right to modify, amend, or update these Terms of Service at any time. Material changes will be communicated to registered users via email notification at least 30 days before the changes take effect, unless the changes are required to comply with legal or regulatory requirements, in which case they may take effect immediately.

The "Last updated" date at the top of these Terms will be revised to reflect the date of the most recent changes. We encourage you to review these Terms periodically to stay informed of any updates.

Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree with the revised Terms, you must discontinue use of the Platform and request account termination.

12. Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service, please contact us through any of the following channels:

• Email: [email protected]
• Address: KaritKarma Limited, Dhaka, Bangladesh

For legal notices or formal correspondence, please direct communications to the registered address of KaritKarma Limited. We aim to respond to all enquiries within 3 business days.