Terms and Conditions

1Who We Are and What These Terms Cover

This website is operated by EOR BD, the Employer of Record and managed workforce business of Eicra Soft Limited, a company registered in Bangladesh with its office at JCX Business Tower, Level 5, Plot 1136/A, Block I, Japan Street, Bashundhara R/A, Dhaka 1229. In these terms we, us and our mean that business. You means the person or company reading this page or buying a service from us.

These terms apply to two things. First, your use of this website, which includes reading it, submitting an enquiry form and requesting a quote. Second, any service we supply to you, to the extent that a signed service agreement does not say otherwise.

By using this website you accept these terms. If you do not accept them please stop using the site. Accepting these terms does not by itself create a service relationship. That requires a signed agreement as set out in section 5.

2Definitions Used in These Terms

Employer of Record or EOR

An arrangement in which we employ a person in Bangladesh under a Bangladeshi contract of employment on your behalf, so that you can have that person working for you without registering a company here.

Assigned Employee

A person we employ under an EOR arrangement and who performs work for you.

Contractor

A self-employed person we engage under a contract for services rather than a contract of employment.

Service Agreement

The written agreement signed by you and us that sets out the services, the fees, the notice periods and any terms specific to your engagement.

Services

Any service described on this website or in a Service Agreement, including Employer of Record, payroll outsourcing, onboarding and off-boarding, HR administration, payroll tax compliance, company incorporation, contractor management, managed remote teams, offshore development centres, global capability centres and employee benefits administration.

Statutory Costs

Amounts that Bangladeshi law requires an employer to pay or withhold, including income tax deducted at source, provident fund contributions where a recognised fund exists, festival bonuses, gratuity and any other mandatory contribution.

Labour Act

The Bangladesh Labour Act 2006 as amended, including by the Labour (Amendment) Act 2026 which took effect on 10 April 2026.

3The Services We Provide

We provide the Services described on this website. What we actually do for you in any engagement is fixed by your Service Agreement and not by the marketing pages. Where the two differ the Service Agreement is what binds us.

Depending on the service you buy this may include acting as the legal employer of people in Bangladesh, preparing and holding employment contracts, running monthly payroll in Bangladeshi Taka, withholding and remitting income tax, administering statutory benefits and leave, maintaining employment records, coordinating onboarding and off-boarding, filing with the relevant Bangladeshi authorities, and recruiting and coordinating a team on your behalf.

We may change the way a service is delivered where the law changes or where the change does not reduce what you receive. Where a change would materially reduce the service we will tell you in writing before it takes effect.

4What We Do Not Provide

We also do not do the following unless your Service Agreement expressly says we do.

• We do not direct, supervise or appraise the work of any Assigned Employee. That is yours to do.
• We do not guarantee any commercial outcome, level of performance or quality of output from any person we employ or engage for you.
• We do not obtain trade licences, sector regulator approvals or open bank accounts as part of our incorporation service. Those sit outside that scope and we say so before a file is opened.
• We do not act as your registered agent, your director or your legal representative in Bangladesh.
• We do not provide financial or investment advice of any kind.

5How an Engagement Is Formed

A quote, a proposal, a price indication, an email from our team and any figure published on this website are invitations to discuss. They are not offers capable of acceptance and they do not create a contract.

An engagement begins only when both of the following have happened. A Service Agreement has been signed by you and by us, and where the engagement involves employing people, the relevant employment contracts have been signed.

Quotes are valid for the period stated on the quote. If no period is stated a quote is valid for thirty days from its date. Quotes are based on the information you give us. If that information turns out to be materially different we may reissue the quote before work starts.

6Your Responsibilities as the Client

You agree to the following for as long as an engagement is running.

• Give us accurate information. Role descriptions, salaries, start dates, reporting lines and your own corporate details must be accurate and kept up to date. We rely on what you give us when we contract and pay people.
• Fund payroll on time. You must put us in funds by the date set in your Service Agreement so that salaries and Statutory Costs can be paid on schedule. We are not obliged to advance our own money to meet your payroll.
• Give lawful instructions. The work you assign must be lawful in Bangladesh and must not breach applicable sanctions or export controls. You must not instruct us or any Assigned Employee to do anything that would breach the Labour Act or any other Bangladeshi law.
• Respect employment rights. You must not discriminate, harass, or impose working hours, leave arrangements or conditions that fall below what the Labour Act requires.
• Tell us before you act on people matters. Decisions about ending an engagement, changing pay, changing role or disciplining someone must come to us first so that they can be carried out lawfully. Do not communicate a termination directly to an Assigned Employee.
• Keep our access current. Where an Assigned Employee uses your systems you are responsible for granting and revoking that access.

7Our Responsibilities

We agree to the following.

• To perform the Services with reasonable care and skill and in line with normal professional standards in Bangladesh.
• To employ or engage people under contracts that comply with the Labour Act and other applicable Bangladeshi law.
• To calculate and disburse payroll accurately on the agreed cycle once we are in funds and once you have approved the run.
• To withhold and remit income tax and other statutory deductions to the National Board of Revenue and other relevant authorities on the statutory timetable.
• To keep the employment and payroll records that Bangladeshi law requires and to make them available to you on reasonable request.
• To tell you promptly if a change in Bangladeshi law materially affects your engagement.

8Who Employs the People and Who Directs the Work

This section describes the core of the EOR model and is the part most often misunderstood.

Where we act as Employer of Record we are the legal employer of the Assigned Employee under Bangladeshi law. We hold the contract of employment, we pay the salary, we withhold the tax, we administer the statutory benefits and we carry the obligations that Bangladeshi law places on an employer.

You retain direction of the work. You set priorities, assign tasks, set deadlines, manage performance and decide what the person works on. You do not become the legal employer by doing so.

You acknowledge that an EOR arrangement reduces but does not eliminate the risk that a tax authority in Bangladesh or elsewhere treats your activity here as a taxable presence. Whether a permanent establishment arises depends on facts within your control, including what the people actually do and what authority they hold. You should take your own tax advice on this point.

9Fees Invoicing and Payment

Our fees are set out in your Service Agreement. We do not publish a single price for every situation because the fee depends on headcount, role type, seniority and the scope of the statutory work involved.

• Service fees are invoiced on the cycle stated in your Service Agreement, normally monthly and in advance of the payroll they relate to.
• Salaries, Statutory Costs and approved expenses are separate from our service fee and are billed at cost.
• Invoices are payable by the due date shown on the invoice. Payment must be made without set-off or deduction.
• Where an invoice is overdue we may charge interest at the rate stated in your Service Agreement, and we may suspend non-statutory parts of the service after giving you written notice.
• We will not suspend the payment of salaries or statutory contributions that are already due to an Assigned Employee, because those are our obligations as employer. Amounts we pay in those circumstances remain fully recoverable from you.
• Bank charges, foreign exchange costs and third-party transfer fees are yours unless your Service Agreement says otherwise.

10Taxes and Statutory Contributions

We calculate, withhold and remit the deductions that Bangladeshi law requires from the salaries of the people we employ, and we prepare the supporting records. Rates and thresholds are set by the National Board of Revenue and change with each Finance Act. Any figure we give you reflects the position on the date we give it.

Our fees are exclusive of value added tax and any other indirect tax, which will be added where applicable. Taxes payable in your own country on the amounts you pay us are yours to handle. Where you are required to withhold tax from a payment to us you must tell us in advance and provide the relevant certificate.

11Confidentiality

Each of us may receive information from the other that is confidential. Both of us agree to keep that information confidential, to use it only for the purposes of the engagement, and to limit access to those who need it.

This obligation does not apply to information that is already public through no fault of the receiving party, that was already lawfully held before disclosure, that is independently developed without reference to the disclosed information, or that must be disclosed by law or by a competent authority. Where disclosure is compelled the party under the obligation will tell the other where it is lawful to do so.

These obligations continue for three years after the engagement ends. Obligations relating to personal data and to trade secrets continue for as long as the law requires.

12Personal Data and Privacy

Both of us must comply with the Personal Data Protection Act 2026 and with any other applicable data protection law.

We handle personal data about your staff, your candidates and the people we employ for you. How we do that, what we collect, why we hold it, how long we keep it and what rights people have are set out in our privacy policy, which forms part of these terms.

You must not send us personal data that you have no lawful basis to share, and you must tell your own staff that their data will be shared with us for the purposes of the engagement.

13Intellectual Property

• Work produced for you. All intellectual property created by an Assigned Employee or Contractor in the course of the work they do for you belongs to you. We put the assignment into the employment contract or the contract for services at the point of signature rather than negotiating it afterwards.
• Your material. Anything you provide remains yours. We receive only the limited licence needed to perform the Services.
• Our material. This website, its text, images, structure and code, together with our templates, checklists and internal systems, remain ours. Nothing in these terms transfers any of it to you.
• Use of this website. You may read this site and print or download extracts for your own internal use. You may not republish, sell, or systematically copy the content, and you may not use automated tools to scrape it at a rate that burdens the service.

14Warranties and Disclaimers

We warrant that we will perform the Services with reasonable care and skill, that we hold the registrations in Bangladesh needed to act as an employer, and that we have the authority to enter into your Service Agreement.

Beyond those warranties, and to the extent the law allows, this website and its content are provided as they are. We do not warrant that the site will be uninterrupted or error free, or that the general statutory information published on it is complete or current at the moment you read it.

Where this site links to another website we do not control that site and are not responsible for its content.

15Limitation of Liability

Subject to that paragraph, and to the extent the law allows:

• Neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or any indirect or consequential loss, however it arises.
• Our total liability arising out of or in connection with an engagement in any twelve month period is limited to the total service fees you paid us for that engagement in the twelve months before the event giving rise to the claim. Salaries, Statutory Costs and expenses that we merely passed through are not service fees for this purpose.
• We are not liable for delays caused by a bank, a mobile financial services provider, a government office or any other third party we do not control, provided we submitted correctly and on time.
• We are not liable for the professional output, the conduct or the acts of an Assigned Employee where those arise from your direction of the work.

Nothing in this section limits our obligations as employer towards the people we employ. Those obligations are owed to the employee under the Labour Act and cannot be contracted away.

16Indemnity

You agree to indemnify us against any claim, fine, penalty, award, settlement or reasonable legal cost that we incur because of any of the following.

• An instruction you gave that was unlawful in Bangladesh or that breached the Labour Act.
• Information you gave us that was materially inaccurate or incomplete.
• A claim by an Assigned Employee that arises from your conduct, your direction of the work or your working conditions, including discrimination or harassment.
• Your failure to fund payroll or Statutory Costs on time.
• A claim that work produced under your direction infringes a third party’s intellectual property.

We will tell you promptly about any claim covered by this section, will not settle it without your consent where your consent is reasonably available, and will give you reasonable assistance in dealing with it.

17Term and Termination

An engagement runs for the term set in your Service Agreement. Unless that agreement says otherwise, either of us may end it by giving written notice of the length stated there.

Either of us may end an engagement immediately by written notice if the other commits a material breach that is not put right within thirty days of being asked to fix it, becomes insolvent or enters liquidation or a similar process, or is required by law or by a competent authority to stop.

We may also end an engagement immediately if continuing it would require us to break Bangladeshi law, or if you instruct something that would expose an Assigned Employee to an unlawful working arrangement.

18What Happens to the Employees on Termination

Ending an engagement does not end anybody’s employment automatically. The notice period, the final settlement and the statutory entitlements of an Assigned Employee are governed by the Labour Act and by their employment contract, not by the commercial notice period between you and us.

• You remain responsible for funding salaries, Statutory Costs, notice pay, accrued leave, gratuity and any other statutory entitlement that becomes due up to and including the last day of employment.
• Where the statutory notice due to an employee is longer than the notice you gave us, you fund the difference.
• Where you have opened your own Bangladeshi company and wish to take the people across, we will cooperate with that transfer on terms agreed in writing. Our fee stops on the transfer date.
• Records we are required by law to retain will be kept for the statutory period even after the engagement ends. Section 10 of our privacy policy sets out how long.

19Non-Solicitation

While an engagement is running and for six months afterwards, neither of us will knowingly solicit or hire the other’s own staff, other than an Assigned Employee whom you are entitled to take on directly. This does not prevent either of us from hiring someone who responds to a public advertisement not aimed at them.

20Force Majeure

Neither of us is in breach because of an event outside our reasonable control. That includes natural disaster, epidemic, war, civil unrest, strike, failure of the national power grid, a nationwide or regional interruption to internet connectivity, and any act or order of a government or regulator.

The affected party will tell the other as soon as it reasonably can and will do what it reasonably can to limit the effect. If the event continues for more than sixty days either of us may end the engagement by written notice, without prejudice to amounts already due. Statutory obligations owed to an employee are not suspended by this section.

21Notices

Formal notices under these terms must be in writing. Notices to us go to info@eor.bd and to our registered office address. Notices to you go to the address and email in your Service Agreement. Email notice takes effect on the next working day in Dhaka unless a delivery failure is received.

22Assignment and Subcontracting

Neither of us may assign or transfer an engagement without the other’s written consent, which will not be unreasonably withheld. We may use subcontractors for parts of the work, and where we do we remain responsible to you for what they do.

23Which Document Wins if There Is a Conflict

Where documents conflict, the order of priority is as follows.

1. The signed Service Agreement and any signed schedule or order form under it.
2. These terms and conditions.
3. Our privacy policy.
4. Any other content on this website.

An employment contract between us and an Assigned Employee is a separate contract. Nothing in your Service Agreement or in these terms overrides it or the Labour Act rights it carries.

24Changes to These Terms

We may change these terms. The version published on this page is the version that applies to your use of the site, and the effective date is shown at the top.

Where a change materially affects a running engagement we will tell you in writing before it applies to you. Changes required by a change in Bangladeshi law take effect when that law does.

25Governing Law and Jurisdiction

These terms and any dispute or claim arising out of them, including non-contractual disputes, are governed by the law of the People’s Republic of Bangladesh.

The courts of Dhaka have exclusive jurisdiction. Before starting proceedings both of us agree to attempt in good faith to resolve the dispute through discussion between senior representatives for at least thirty days, unless urgent relief is needed.

If any part of these terms is found to be unenforceable that part is severed and the rest continues to apply.

26How to Contact Us

Questions about these terms can go to our office in Dhaka.

These terms are published for transparency so that you can read our position before you talk to us. They are not a substitute for advice on your own circumstances, and they do not replace the signed agreement that governs an actual engagement. If any part of this page matters to a decision you are about to make, have your own lawyer read it first.