Terms & Conditions

These Terms & Conditions (“Terms”) form a binding agreement between you (“Client”, “you”) and Smart Global Tech Systems Limited (“SGT Systems”, “we”, “us”). They govern your use of sgtsystems.com, related portals, and any quote, proposal, statement of work (SOW) or service agreement we enter into with you.

Where a separate signed contract or SOW exists between us, that contract prevails over these Terms for any conflicting provision; all other clauses remain in force.

SGT Systems provides:

• Consultancy and engineering design for industrial IoT, SCADA, building automation and process-control solutions.
• Supply of industrial hardware sourced from authorised OEMs and distributors.
• Systems integration, panel assembly, on-site commissioning and operator training.
• Post-deployment support, annual maintenance contracts (AMC) and remote monitoring services.

• You confirm that you are authorised to act on behalf of the business you represent.
• You will provide accurate, current and complete information when registering or making inquiries.
• You are responsible for keeping account credentials confidential and for all activity under your account.
• You will not use our site or services to upload malicious code, attempt unauthorised access, reverse-engineer protected materials, or violate any applicable law.
• You will not impersonate any person or misrepresent your affiliation with any organisation.

We may suspend or terminate access for any breach, with or without prior notice, while preserving any rights we have under law.

• Quote validity: Quotations are valid for 30 calendar days from the date of issue unless otherwise stated, and are subject to stock availability and currency fluctuations.
• Currency: Prices are stated in BDT or USD as agreed in the quotation. Imported items may be priced in USD with conversion to BDT at the prevailing rate on the date of invoicing.
• Taxes & duties: Prices are exclusive of VAT, AIT, customs duties and any other applicable government levies unless explicitly noted.
• Payment terms: Typically 40% advance, 40% on delivery and 20% on commissioning, unless an alternative milestone schedule is agreed in writing.
• Delivery: Delivery and lead-time estimates are commercially reasonable best-effort projections; delays caused by OEMs, customs clearance or force majeure events fall outside our control.
• Order acceptance: A contract is formed only when we acknowledge your purchase order in writing or both parties sign the SOW.

• All pre-existing intellectual property, including our reference designs, libraries, methodologies, software frameworks and the contents of this website, remain the property of SGT Systems.
• Custom deliverables produced under a paid SOW are licensed to the Client on full payment for the agreed end-use, with SGT Systems retaining ownership of underlying tools, generic modules and know-how.
• Client-provided materials (drawings, datasets, branding, photographs) remain the Client’s property; you grant us a limited licence to use them for the purpose of delivering the engagement.
• Open-source components are governed by their respective licences; we will disclose any such components on request.
• SGT Systems retains the right to reference completed engagements in its portfolio in a non-confidential manner, unless the Client objects in writing.

Each party agrees to keep confidential the non-public information disclosed by the other in connection with an engagement, for a period of five (5) years from disclosure, and to use such information only for the purpose of performing or receiving the services. Confidentiality obligations do not apply to information that is publicly available, independently developed or required to be disclosed by law.

A separate mutual non-disclosure agreement (MNDA) may be executed for sensitive projects on request.

• Hardware: Industrial hardware is sold subject to the original manufacturer’s warranty (typically 12–24 months). We will assist with warranty claims at no additional charge.
• Workmanship: Our installation and engineering workmanship is warranted for 90 days from commissioning, against defects in the deliverables described in the signed SOW.
• Custom software: Custom code is warranted for 30 days from acceptance against material non-conformance with the agreed specification. Patches and bug fixes are provided free of charge during the warranty window.
• No implied warranties: Beyond the express warranties above, services and deliverables are provided “as-is” without any implied warranties of merchantability, fitness for a particular purpose or non-infringement.

In no event shall SGT Systems be liable for:

• Indirect, incidental, special, punitive or consequential damages.
• Loss of profit, revenue, goodwill, production output or anticipated savings.
• Loss or corruption of data not attributable to our gross negligence or wilful misconduct.
• Damages arising from third-party hardware failure, OEM defects or causes beyond our reasonable control.

You agree to indemnify, defend and hold harmless SGT Systems, its directors, employees and authorised representatives against any third-party claims, losses, liabilities, damages and reasonable legal costs arising from (i) your breach of these Terms, (ii) your misuse of our deliverables, (iii) materials you supplied that infringe third-party rights, or (iv) your violation of applicable law.

• Either party may terminate an engagement for material breach if the breach is not cured within 30 days of written notice.
• Either party may terminate for convenience by giving 30 days’ written notice; the Client remains liable for fees for work performed and committed costs up to the effective date.
• Upon termination, each party will return or destroy the other’s confidential information, except where retention is required by law.
• Sections on Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution survive termination.

These Terms and any contract formed under them are governed by and construed in accordance with the laws of the People’s Republic of Bangladesh. Subject to the dispute resolution clause below, the courts of Dhaka shall have exclusive jurisdiction.

1. Good-faith negotiation: The parties will first attempt to resolve any dispute through direct, good-faith discussion between authorised representatives within 30 days of written notice of dispute.
2. Mediation: If unresolved, the parties may attempt mediation administered by a mutually agreed mediator.
3. Arbitration: Failing settlement, the dispute shall be finally resolved by arbitration under the rules of the Bangladesh International Arbitration Centre (BIAC), with the seat in Dhaka, language of proceedings in English, and a sole arbitrator unless the parties agree otherwise.
4. The arbitral award shall be final and binding on both parties.

Neither party shall be liable for delay or failure to perform due to events beyond reasonable control, including natural disasters, floods, cyclones, pandemics, war, civil unrest, port closures, hartals, government action, customs blockages, prolonged power outages or internet/telecommunication failures. The affected party will give prompt notice and use reasonable efforts to resume performance.

• Entire agreement: These Terms (together with any SOW or signed contract) constitute the entire agreement between the parties on the subject matter and supersede prior understandings.
• Severability: If any clause is held invalid or unenforceable, the remaining clauses continue in full force.
• Amendments: We may amend these Terms by posting a revised version with a new effective date; material changes will be notified to active clients in writing.
• No waiver: Failure or delay in enforcing any right is not a waiver of that right.
• Assignment: Neither party may assign its rights or obligations without the other’s prior written consent, except in connection with a corporate restructuring or sale of substantially all assets.
• Notices: Formal notices must be sent in writing to the registered address or to support@sgtsystems.com.