SERVICE CONTRACT

This Service Agreement dated 11 February, 2024 (the “Effective Date”) is made between ‘The
Charmant Boutique’ (the “Client”) located at House: 180 (Ground Floor), Road: 2, New
DOHS, Mohakhali, Dhaka-1212 and ‘Ventures Bee’ (the “Contractor”), located at House -
523/24, Road - 13, Block - G, Bashundhara Residential Area, Dhaka, for the purpose of
setting forth the exclusive terms and conditions by which the Client desires to acquire certain
services from the Contractor. In consideration of the mutual obligations specified in this
Agreement, the parties, intending to be legally bound hereby, agree to the following:

Scope of Services. Client retains the above Contractor, and the Contractor agrees to perform for
the Client, certain services set forth in Exhibit A to this Agreement (the “Services”). Any Service
outside of the scope as defined in Exhibit A to this Agreement will require a new Agreement for
other services agreed to by the Parties.

Method of Payment. In exchange for the full, prompt, and satisfactory performance of all
Services to be rendered to the Client (as determined by the Client), the Client shall provide the
Contractor shall be compensated as follows:

Clients agree to pay a one-time non-refundable service confirmation fee of 5,000 BDT to the
contractor upon the signing of this Agreement.

The Client shall be liable to pay to the Contractor 20,000 BDT per month for services rendered
as mentioned in Exhibit A.

The Contractor will invoice the Client on the 7th day of each month. The invoice will include any
and all services performed under this Agreement as well as any pre-approved expenses as
detailed in Exhibit B of this Agreement.

Payment will be due within 10 days of the invoice date. A late charge of 5000 BDT per month
will be added to any invoice not paid on time.

Payments must be made to the Contractor only by Bank transfer or cash. There will be no
provision for payment using any mobile money transfer system (bKash, Nagad, Rocket,
Upay, SureCash, mCash, MyCash, Tap, Islamic Wallet, Ok Wallet, TeleCash, Tap’n Pay
etc).

Payments shall be mailed to,

Contractor Bank Account and Branch: ______________________________________________

Expenses. From time to time throughout the duration of this Service Contract, the Contractor
may incur certain expenses that are not included as part of the Fee for our Services to this
Agreement.
The Contractor agrees to keep an exact record of any and all expenses acquired while performing
the Services. The Contractor will submit an invoice itemizing each expense, along with proof of
purchase and receipt, every 07 days upon completion of such Services.

If any one expense is over $30 USD, the Contractor agrees to obtain the Client’s written approval
before making the purchase.

Duration of Service(s). The Service Provider shall complete the services by ________
[a.m./p.m.] on or before ___________ ____, 20___. Time shall be of the essence in the
Contractor’s performance of this Agreement. The Client may request certain revisions ___ days
after the services have been provided, if applicable.

Independent Contractor. The Client and Contractor expressly agree and understand that the
above-listed Contractor is a contractor hired by the Client and nothing in this Agreement shall be
construed in any way or manner, to create between them a relationship of employer and
employee, principal and agent, partners or any other relationship other than that of independent
parties contracting with each other solely for the purpose of carrying out the provisions of the
Agreement.

Accordingly, the Contractor acknowledges that neither the Contractor or the Contractor’s
Employees are not eligible for any benefits, including, but not limited to, health insurance,
retirement plans or stock option plans. The Contractor is not the agent of Client or its Company
and is not authorized and shall not have the power or authority to bind Client or its Company or
incur any liability or obligation, or act on behalf of Client or its Company. At no time shall the
Contractor represent that it is an agent of the Client or its Company, or that any of the views,
advice, statements and/or information that may be provided while performing the Services are
those for the Client.

The Contractor is not entitled to receive any other compensation or any benefits from the Client.
Except as otherwise required by law, the Client shall not withhold any sums or payments made to
the Contractor for social security or other federal, state, or local tax liabilities or contributions,
and all withholdings, liabilities, and contributions shall be solely the Contractor’s responsibility.
The Contractor further understands and agrees that the Services are not covered under the
unemployment compensation laws and are not intended to be covered by workers’ compensation
laws.

The Contractor is solely responsible for directing and controlling the performance of the
Services, including the time, place and manner in which the Services are performed. The
Contractor shall use its best efforts, energy and skill in its own name and in such manner as it
sees fit.

Property Rights and Confidentiality. Throughout the duration of this Agreement, it may be
necessary for the Contractor to have access to the Client’s confidential and protected information
for the sole purpose of performing the Services subject to this Agreement.
The Contractor is not permitted to share or disclose such confidential information whatsoever,
unless mandated by law, without written permission from the Client. The Contractor’s obligation
of confidentiality will survive the termination of this Service Agreement and stay in place
indefinitely.

Upon the termination of this Service Agreement, the Contractor agrees to return to the Client any
and all Confidential Information that is the property of the Client.

Indemnification and Release. The Contractor agrees to take all necessary precautions to prevent
injury to any persons or damage to property during the term of this Agreement, and shall
indemnify, defend and hold harmless the Client, its officers, directors, shareholders, employees,
representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement
or expense (including attorney’s fees) resulting from or arising in any way out of injury
(including death) to any person or damage to property arising in any way out of any act, error,
omission or negligence on the part of the Contractor or any of the Contractor’s employees in the
performance or failure to fulfill any Services or obligations under this Agreement.

Access. The Client agrees to provide the Contractor with the necessary access to the Property,
and to all areas of the Property scheduled to be cleaned as defined under Scope of Services, at the
scheduled date(s) and time(s). Failure to do so allows the Contractor to deem the failure as a
material breach and is subject to the appropriate legal remedies.

Termination. This Service Contract may be terminated at any time by mutual agreement by the
Client and Contractor.

This Service Contract shall be effective on the date hereof and shall continue until terminated by
either party upon 30 business days written notice.
The Client understands that the Contractor may terminate this agreement at any time if the Client
fails to pay for the Services provided under this Agreement or if the Client breaches any other
material provision listed in this Service Contract Client agrees to pay any outstanding balances
within 7 days of termination.

Exclusivity. The Parties subject to this Agreement understand and acknowledge that The
contractor is not bound exclusively to the client under this Agreement. However, during the
contract duration, the client commits to working exclusively with the contractor.

Subcontractors. Except otherwise stipulated, the Contractor may, at their discretion, retain a
third-party subcontractor to perform some of all of the services of the Services under this
Agreement and the Client agrees not to retain or employ any outside parties to help with the
Services.

Assignment and Subcontracts. The Parties to this Agreement shall not assign responsibilities
they have agreed to under this Agreement to any other party or individual, except with the written
consent and approval of both Parties.
Notice. All notices or requests required or contemplated by this Agreement shall be in writing
and such notice shall be delivered as follows:
(a) from the Client to the Contractor shall be mailed to:

support@theventuresbee.com
tikshno@theventuresbee.com
surat@theventuresbee.com

(b) Contractor to the Client, shall be mailed to:

_________________________________
_________________________________
_________________________________
_________________________________

or such other address as the Contractor shall specify in written notice to the Client.

Warranty. The Contractor shall provide its services and meet its obligations set forth in this
Agreement in a timely and satisfactory workmanlike manner, using its knowledge and
recommendations for performing its services which generally meets standards in the Contractor’s
region and community, and agrees to provide a standard of care, equal or superior to care used by
other professionals in the same profession.

The Contractor shall perform the services in compliance with the terms and conditions of the
Agreement.

Governing Law. This Service Contract shall be governed in all respects by the laws of the
Peoples’ Republic of Bangladesh without regard to the conflict of articles of Constitutions. This
Agreement shall be binding upon the successors and assigns of the respective parties.

Force Majeure. Contractor and any of its employees or agents shall not be in breach of this
Service Agreement for any delay or failure in performance caused by reasons out of its
reasonable control. This includes, but is not limited to, acts of God or a public enemy; natural
calamities; failure of a third party to perform; changes in the laws or regulations; actions of any
civil, military or regulatory authority; power outage or other disruptions of communication
methods or any other cause which would be out of the reasonable control of the Contractor.

Legal Fees. Should a dispute between the named Parties arise that lead to legal action, the
prevailing Party shall be entitled to any reasonable legal fees, including, but not limited to
attorneys’ fees.

No Assignment. This Agreement shall be binding upon the undersigned and their respective
heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by
either party without the prior written consent of the other party.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile. email, or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.

Electronic Signatures. This Agreement and related documents entered into in connection with
this Agreement are signed when a party’s signature is delivered electronically, and these
signatures must be treated in all respects as having the same force and effect as original
signatures.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in

any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction.

Captions for Convenience. All captions herein are for convenience or reference only and do not
constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the
provisions hereof.

No Waiver. No waiver of or failure to act upon any of the provisions of this Agreement or any
right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any
other provisions, rights or remedies (whether similar or dissimilar).

Amendment. This Agreement may be amended only by a writing signed by all of the Parties
hereto.

Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties
regarding the subject matter contained herein, and supersedes all prior and contemporaneous
understandings, agreements, representations, and warranties, both written and oral, regarding
such subject matter. This Agreement may only be amended, modified, or supplemented by an
agreement in writing signed by each Party hereto.
 [Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned have executed this Service Contract effective as of
the ____________ day of ________________, 20__ (the “Effective Date”).

Dated: ____________________________ Dated: _______________________________

__________________________________ _____________________________________
Contractor’s Signature Client’s Signature

Mir Atiqur Rahman Meherin Nipu

Chief of Operations Chief Executive Officer
VenturesBee The Charmant Boutique
__________________________________ _____________________________________
Contractor’s Name or Entity Client’s Name or Entity

Contractor’s Contact Information: Client’s Contact Information:

Address: House - 523/24, Road - 13, Address: House: 180 (Ground Floor), Road: 2,
Block - G, Bashundhara R/A, Dhaka New DOHS, Mohakhali, Dhaka-1212

Phone Number: +88 01841 609757 Phone Number: +880 1975 585897

Email Address: surat@theventuresbee.com Email Address:

 EXHIBIT A

1. SERVICES

The Contractor agrees to provide the following services for the Client:

1.1 Digital Marketing. The provision of strategic promotional activities on the platforms
Facebook and Instagram, encompassing targeted advertising, content creation, and engagement
enhancement to bolster brand visibility and audience engagement.

1.2 Social Media Management. The comprehensive administration, oversight, and curation of
digital presence across various social media platforms, entailing content scheduling, community
engagement, and brand consistency maintenance.

1.3 Inventory Automation. The provision of automated inventory management on the platforms
store and online platforms, encompassing the sales tracking, inventory tracking, invoice creation
and management, analysis of sales throughout the specific period of time using a dedicated web
application provided by Ventures Bee.

1.4 R&D (Research & Development). R&D involves various activities such as market research,
technological exploration, prototyping, testing, and analysis. It aims to generate insights, develop
new concepts, and refine strategies to meet evolving customer needs, industry trends, and
organizational objectives.

1.5 Content Recreation. The process of revamping and reimagining existing content, adapting it
to resonate effectively with changing trends and target audiences, ensuring content remains
pertinent and engaging.

1.6 Visual & Printing. Any visual and printing support such as visiting card, wish cards, offer
cards, membership cards, delivery box and packages, Wraps etcetera.

1.7 Query Management (1 month Duration). Expert team of Ventures Bee will train up
One-Three dedicated query managers of the clients for a period of One Month. Then the client
will take full charge of query management on their own.
 EXHIBIT B

The Client is entitled to reimbursement of the following expenses incurred while performing such
services:

2.1 Currency Charges. Fees imposed by the digital marketing platform for conversion and
processing of currency during transactions, encompassing currency exchange rates, conversion
fees, and related charges.

2.2 Investments. In circumstances where the contractor undertakes actions leading to

investments within the client's enterprise, subsequently resulting in assets retained by the client
following contract termination, the client shall assume the financial responsibility for the
procurement of said asset. Instances of this nature may encompass organizational integration,
acquisition of licenses, trademarks, certifications, and analogous endeavors.

2.3 Vendor Charges. Compensation imposed by subcontractors or third-party entities engaged

by the contractor to execute specific tasks or services outlined in the agreement. These charges
encompass remuneration for services rendered by said vendors, and may encompass associated
costs, disbursements, or applicable expenditures as specified within the contractual terms.

*The Contractor agrees that any expense not listed must be pre-approved by the Client. The
Contractor agrees to provide any receipts of any other related document to such expenses.