Terms of Service

2.1 Provision

Omnistra will provide the Service materially as described in the Documentation and the applicable Order Form, with reasonable skill and care.

2.2 Modifications

Omnistra may improve or modify the Service, provided modifications do not materially degrade the core functionality the Customer has paid for during a subscription term.

2.3 Beta features

Features identified as beta, pilot, preview, or early access are provided as-is, may be changed or withdrawn at any time, are excluded from any service commitments, and carry no warranty, indemnity, or liability, except liability that cannot lawfully be excluded.

2.4 Third-party services

The Service interoperates with third-party platforms and carriers, including Meta (Messenger, Instagram, WhatsApp Business), e-commerce platforms, courier services (such as Pathao, Steadfast, RedX, Paperfly, and eCourier), telecom operators, and payment providers. Omnistra does not control these third parties and is not responsible for their acts, omissions, outages, or changes to their terms or APIs. The Customer's use of a third-party service is governed by that third party's own terms. Without limiting the foregoing, Omnistra is not liable for: a platform operator suspending, restricting, or banning the Customer's pages, numbers, templates, or accounts; a courier failing to collect, deliver, return, or remit cash-on-delivery proceeds for any parcel; a telecom operator blocking, filtering, or delaying calls, SMS, or sender IDs; or a payment provider declining, holding, or freezing transactions or settlements. Fees owed to Omnistra are not reduced by these events.

2.5 Courier routing and carrier compensation

The Service recommends and books couriers using configurable criteria such as coverage, historical delivery performance, cost, and capacity. The Customer acknowledges and agrees that: (a) Omnistra may receive fees, commissions, or volume-based incentives from courier partners in connection with parcels routed through the Service, and these arrangements may vary by courier; (b) Omnistra provides courier routing as a software tool and acts as an independent contractor, not as the Customer's agent, broker, or fiduciary, in courier selection; (c) the Customer retains full control over courier selection, may set its own routing rules, and may exclude any courier at any time; and (d) any fees or incentives Omnistra receives from couriers belong to Omnistra, and the Customer waives any claim to them. Routing recommendations are generated in good faith from the criteria above.

3.1 Registration

The Customer must provide accurate, complete registration information and keep it current.

3.2 Credentials

The Customer is responsible for all activity under its account and for safeguarding credentials. The Customer must notify Omnistra promptly at security@omnistra.io of any suspected unauthorized access.

3.3 Authorised users

The Customer may allow its employees and contractors to use the Service on its behalf and remains responsible for their compliance with these Terms.

4.1 Compliance with law

The Customer must use the Service in compliance with all laws applicable to the Customer and to its End Users, including consumer protection, telecommunications, telemarketing, data protection, and e-commerce laws of every jurisdiction in which its End Users are located, including in Bangladesh the Consumer Rights Protection Act 2009, the Digital Commerce Operation Guidelines 2021, the Personal Data Protection Act, and applicable BTRC directives.

4.2 Consent and lawful basis

The Customer warrants that, for every End User whose data it submits to the Service or who is contacted by an AI Agent, the Customer has obtained and can evidence all legally required consents, notices, and lawful bases, including:

• (a) consent or another lawful basis to share the End User's contact details and order data with Omnistra;
• (b) any consent required to contact the End User by automated voice call, SMS, WhatsApp, or other messaging channel;
• (c) any consent or notice required to record calls or store conversation transcripts;
• (d) compliance with do-not-call, do-not-disturb, and opt-out registries and requests applicable to the End User; and
• (e) that it will not direct upsell or promotional campaigns at End Users the Customer knows to be minors, and will inform Omnistra where an End User is known to be a minor.

4.3 Accuracy of Customer content

AI Agents speak from the Customer's own product information, prices, offers, and policies. The Customer is solely responsible for the accuracy and lawfulness of the content, claims, offers, and policies it supplies to the Service. Omnistra is not responsible for statements an AI Agent makes in reliance on Customer-supplied content, nor for Output that deviates from or goes beyond Customer-supplied content; the Customer's remedy for a platform defect that causes incorrect Output is stated in Section 12.2.

4.4 Meta and channel policies

Where the Customer connects Meta or other messaging channels, the Customer must comply with the applicable platform policies, including the Meta Platform Terms, WhatsApp Business Messaging Policy, and template and messaging-window rules. Omnistra may suspend a connected channel if a platform operator requires it. The Customer will reimburse Omnistra, as a pass-through charge, any fine, penalty, or fee that a platform operator, telecom operator, aggregator, or carrier imposes on Omnistra as a result of the Customer's content, campaigns, or breach of platform policies, and Omnistra will provide reasonable supporting evidence of the charge.

4.5 Prohibited use

The Customer must not use the Service for the activities prohibited in the Acceptable Use Policy, including spam, harassment, deceptive practices, unlawful marketing, or the sale of prohibited goods.

4.6 Escalation and human oversight

The Service provides tools for human review, override, and escalation of AI Agent conversations. The Customer is responsible for configuring and staffing an escalation path appropriate to its business and for reviewing Outputs that have legal or significant effects on End Users.

4.7 Sanctions and export controls

The Customer represents that neither it, nor any parent, subsidiary, director, or beneficial owner, is subject to sanctions administered by the United Nations, the United States (including OFAC), the European Union, the United Kingdom, or Bangladesh, and that it is not located in, organised in, or operating from a comprehensively sanctioned country or territory. The Customer must not use the Service, or permit it to be accessed, in violation of applicable export-control or sanctions laws, including laws applicable to Omnistra's technology vendors. Omnistra may suspend or terminate the Service immediately, without liability and without refund, to the extent reasonably necessary to comply with these laws.

5.1 AI disclosure

AI Agents identify themselves as automated agents where required by law and by Omnistra's default configuration. The Customer must not configure the Service to conceal from an End User that they are interacting with an automated system where disclosure is required by applicable law. Where an AI Agent interacts with End Users in the European Union or its output is used in the European Union, AI-identity disclosure cannot be disabled, and Omnistra marks synthetic voice and text output in a machine-readable form, as required by Article 50 of the EU AI Act. As between the parties, Omnistra is responsible for the platform-level disclosure and marking design, and the Customer, as deployer, is responsible for informing End Users as Article 50 requires of deployers.

5.2 Nature of AI output

Outputs are generated by machine-learning systems that are probabilistic by nature. Omnistra does not warrant that Outputs will be accurate, complete, or suitable for any particular purpose. Outputs are not legal, financial, or professional advice. The Customer must not rely on Outputs as the sole basis for decisions that produce legal or similarly significant effects on an End User without human review. Omnistra is not responsible for Outputs induced by adversarial inputs, prompt-injection attempts, or other manipulation of an AI Agent by an End User or third party, and the Customer's obligations for commitments made through AI Agents under Section 5.5 apply to such Outputs.

5.3 Responsibility allocation

As between the parties, the Customer is responsible for its deployment of AI Agents to its End Users, including the instructions, content, offers, and policies the AI Agents operate on. Omnistra is responsible for operating the platform with reasonable skill and care in accordance with these Terms.

5.4 No training across customers

Omnistra does not use the Customer's End User personal data to train foundation models reused across other customers, as further described in the Privacy Policy.

5.5 AI Agent commitments

AI Agents are tools that speak on the Customer's behalf. As between the parties, every statement, offer, discount, price, or commitment an AI Agent communicates to an End User is made by the Customer through the Service, whether or not it matches the content the Customer supplied, and the Customer is responsible for honouring, correcting, or withdrawing it as required by law applicable to the Customer. AI Agents have no authority to make commitments on Omnistra's behalf. The Service provides configurable guardrails, offer limits, approval flows, and human-review tools; the Customer is responsible for configuring limits and escalation rules appropriate to its business under Section 4.6. Omnistra is not liable for the Customer's cost of honouring any offer, discount, or commitment generated by an AI Agent.

5.6 High-risk uses

The Service is not designed, tested, or licensed for use where a failure, delay, or error could lead to death, personal injury, or severe physical or environmental damage, including emergency services or emergency dispatch, medical diagnosis or treatment, life-support, or other safety-critical systems. The Customer must not use the Service for these purposes. Any such use is at the Customer's sole risk and Omnistra has no liability arising from it.

6.1 Description

The Service includes an optional scoring feature that estimates the likelihood that a cash-on-delivery order will be accepted, based on order and delivery-outcome signals contributed across participating merchants (the "Score"). Score inputs expire and are deleted or anonymised no later than 24 months after the underlying delivery event.

6.2 Data contribution

By enabling the Score, the Customer grants Omnistra a licence to use its delivery-outcome and order-event data, in a form that does not identify the Customer or its pricing, to compute and improve the Score across participating merchants. The Customer warrants that, before contributing an End User's data to the Score, its consumer-facing privacy notice and order flow disclose that delivery-outcome data is shared with a delivery-risk scoring provider, name Omnistra or link to Omnistra's Score explanation page at omnistra.io/cod-score, and describe how the End User can dispute their records. The Customer will provide evidence of this disclosure on request. Omnistra may exclude a Customer's contributed data from the Score if this warranty is not met.

6.3 Nature and limits of the Score

The Score is a fraud- and risk-screening signal for order fulfilment decisions. It is not a credit score and Omnistra is not a credit information bureau or consumer reporting agency. The Customer must not use the Score to determine an End User's eligibility for credit, insurance, employment, housing, or any purpose regulated as credit reporting, and must not represent the Score as such. The Score is a decision-support signal. The Customer must not treat the Score as the sole basis for refusing an order. Where the Customer restricts cash-on-delivery for an order because of the Score, the Customer must offer the End User an alternative way to complete the order (such as prepayment or partial advance) or a route to human review. Omnistra does not compute or apply the Score to End Users located in the European Economic Area or the United Kingdom unless and until Omnistra publishes an EEA/UK supplement to these Score terms.

6.4 Human review and disputes

The Customer remains responsible for its own order-acceptance decisions. Where law applicable to the End User grants a right to contest an automated decision, the Customer must provide a human-review path. End Users may raise Score-related disputes at privacy@omnistra.io; Omnistra will acknowledge the dispute within 7 days, complete its review within 30 days, and correct inaccurate underlying records or exclude records it cannot verify within the review period.

6.5 Advisory only; no warranty

The Score is a probabilistic risk signal, not a statement of fact about any End User and not a prediction of any individual order outcome. Omnistra does not warrant that the Score is accurate, complete, or predictive in any particular case. The Customer's order-acceptance decisions remain its own under Section 6.4, and Omnistra is not liable for losses arising from orders the Customer accepts, declines, or modifies in reliance on the Score, including losses from false positives or false negatives.

7.1 Fees

The Customer will pay the fees stated in the applicable Order Form or published pricing page, comprising subscription fees, usage-based fees (including per-contained-call fees), and any agreed revenue-share amounts. All fees are stated in Bangladeshi Taka (BDT) unless the Order Form states another currency. An Order Form may include minimum commitments, committed terms, and early-termination charges, which are payable as fees.

7.2 Payment

Subscription fees are payable in advance for each billing period. Usage fees are invoiced in arrears or deducted from prepaid balances. Payments are processed through our payment gateway partner (currently aamarPay) by card, bKash, Nagad, or bank transfer. Omnistra does not store card numbers; payment card data is handled by the payment gateway on PCI-DSS-compliant infrastructure.

Prepaid balances are a prepayment for Omnistra's own services only. They are not a deposit, e-money, wallet, gift card, or payment instrument, cannot be transferred to any other person or used to pay any third party, and Omnistra is not a payment service provider; payments are processed by licensed payment providers. Prepaid top-up credits are valid for 12 months from the date of purchase and expire as set out in the Refund and Cancellation Policy.

The Customer must pay all fees in the invoiced currency, in full, without set-off or deduction, and bears its own bank, intermediary, transfer, and currency-conversion charges so that Omnistra receives the full invoiced amount. Where fees are stated in a currency other than BDT, exchange-rate movements do not change the amount due. Customers resident in Bangladesh are billed in BDT. International payments must be made through banking channels that allow Omnistra to comply with Bangladesh foreign-exchange regulations.

7.3 Renewal

Subscriptions renew for successive periods of the same length unless either party gives notice of non-renewal before the end of the current period. Where local payment infrastructure does not support automatic charging, Omnistra will issue a renewal invoice or payment link before the renewal date; the subscription continues when payment is received and may be suspended if it is not. Omnistra may change subscription pricing with effect from the next renewal by giving notice at least 30 days before the renewal date. If the Customer does not cancel before the renewal date, the subscription renews at the updated pricing. Pricing for a current committed term does not change during that term.

7.4 Taxes

Fees are exclusive of VAT, and all other applicable taxes, duties, and levies, which the Customer will pay in addition at the prevailing rate. Where the Customer is required by law to deduct or withhold tax (including VAT deducted at source or advance income tax), the Customer will provide Omnistra with the corresponding deduction certificates within the statutory period. If the Customer fails to provide valid deduction or withholding certificates within the statutory period, the withheld amount becomes immediately payable to Omnistra as a fee shortfall. If a tax authority determines that additional VAT, duties, or levies apply to fees already invoiced, the Customer will pay them on demand, other than taxes on Omnistra's own income. The Customer is responsible for penalties and interest arising from its own failure to deduct, remit, or document taxes correctly.

7.5 Late payment

Omnistra may charge interest on overdue amounts at 1.5% per month or the maximum rate permitted by law, whichever is lower, and may suspend the Service for accounts more than 15 days overdue after notice. Fees continue to accrue during suspension for non-payment. The Customer will reimburse Omnistra's reasonable costs of collecting amounts more than 30 days overdue, including collection-agency fees, court or tribunal fees, and legal costs. Omnistra may charge a reasonable reinstatement fee, published on the pricing page, to restore Service after a suspension for non-payment.

7.6 Invoice disputes

The Customer must notify Omnistra of a good-faith invoice dispute within 15 days of the invoice date, with reasonable detail. The parties will resolve the dispute promptly; undisputed amounts remain payable when due. An invoice not disputed within the 15-day window is treated as accurate for billing purposes and remains payable when due; this affects the invoice's evidentiary status only and does not shorten any statutory limitation period. The Customer may not withhold, reduce, or set off any amount due against any claim it has or asserts against Omnistra.

7.7 Refunds

Refunds and cancellations are governed by the Refund and Cancellation Policy, which forms part of these Terms. In summary: subscription fees for the current period and consumed usage fees are non-refundable except as stated there or required by law; approved refunds are returned to the original payment method within the timelines stated in that policy, with transaction charges borne by Omnistra.

7.8 Revenue-share reporting and verification

Where the Customer's plan includes revenue-share fees: (a) revenue-share fees are calculated primarily from transaction data recorded on the platform, and the Customer must not cancel, reroute, or restructure transactions to avoid revenue-share fees; (b) the Customer will keep complete and accurate records of the relevant transactions for at least 2 years; (c) Omnistra may, on 10 business days' notice and no more than once in any 12-month period, audit those records itself or through an independent accountant bound by confidentiality; and (d) if an audit shows underpayment, the Customer will pay the shortfall with interest under Section 7.5 and, where the underpayment exceeds 5% of the amounts due for the audited period, the reasonable cost of the audit.

8.1 Term

These Terms apply from the date of acceptance and continue while the Customer has an active subscription or account.

8.2 Termination for convenience

The Customer may cancel its subscription at any time with effect from the end of the current billing period. Omnistra may terminate these Terms or any subscription for convenience on 30 days' written notice; in that case Omnistra will refund, pro rata, any prepaid fees covering the period after termination.

8.3 Termination for cause

Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure within 15 days of notice, becomes insolvent, or ceases business.

8.4 Suspension

Omnistra may suspend the Service, or a specific AI Agent or channel, immediately and with notice where reasonably necessary to: (a) address a security risk; (b) comply with law or a platform operator's requirement; (c) stop use that violates Section 4 or the Acceptable Use Policy; or (d) respond to non-payment under Section 7.5. Omnistra will limit suspensions in scope and duration to what is reasonably necessary. Omnistra is not liable to the Customer or any End User for losses resulting from a suspension applied in good faith under this Section. Fees continue to accrue during any suspension caused by the Customer's breach, content, or campaigns, or by a legal or platform requirement attributable to them. Where a suspension is later shown to have been caused solely by Omnistra's error, Omnistra will credit the fees for the suspension period, and that credit is the Customer's sole remedy.

8.5 Effect of termination

On termination: (a) access ends and unpaid fees for the period up to termination become due; (b) the Customer may export Customer Data for 30 days, after which Omnistra will delete it in accordance with the Privacy Policy and Data Processing Agreement, except where retention is required by law; (c) the following survive termination or expiry: Sections 1 (Definitions), 6.2 (data contributed to the Score before termination), 7 (for amounts accrued), 8.5, 9 (Intellectual Property), 10 (Confidentiality), 11 (Data Protection, for data retained), 12.3 (Disclaimer), 13 (Indemnification), 14 (Limitation of Liability), 16 (Force Majeure), 17 (Governing Law and Dispute Resolution), and 19 (General), together with any other provision that by its nature must survive.

9.1 Omnistra IP

Omnistra and its licensors own the Service, the platform, the AI models and configurations Omnistra develops, the Documentation, and all related intellectual property. No rights are granted except the limited right to use the Service under these Terms.

9.2 Customer Data

The Customer owns Customer Data. The Customer grants Omnistra a non-exclusive licence to host, process, transmit, and display Customer Data solely to provide and support the Service, comply with law, and as otherwise permitted by the Privacy Policy and Data Processing Agreement.

9.3 Outputs

As between the parties, the Customer owns Outputs generated for the Customer, once fees due for the relevant Service have been paid. The Customer is responsible for its use of Outputs.

9.4 Feedback

If the Customer provides suggestions or feedback, Omnistra may use them without restriction or obligation.

9.5 Aggregated data

Omnistra may use data that is aggregated or de-identified so that it does not identify the Customer or any individual, to operate, benchmark, and improve the Service.

11.1 Roles

For End User personal data processed through the Service, the Customer is the controller (or data fiduciary) and Omnistra is the processor, as described in the Privacy Policy. For Customer account data, Omnistra is the controller.

11.2 DPA

The Omnistra Data Processing Agreement at omnistra.io/dpa applies to all personal data Omnistra processes on the Customer's behalf and is incorporated into these Terms.

11.3 Security

Omnistra implements the technical and organisational measures described in the Privacy Policy, including encryption in transit and at rest and least-privilege access controls, and will notify the Customer without undue delay of a personal data breach affecting Customer Data.

11.4 Sub-processors

Omnistra uses vetted sub-processors (including cloud hosting, AI model providers, and communications infrastructure) under written agreements. A current list is available on request to privacy@omnistra.io and, when published, at omnistra.io/subprocessors.

12.1 Mutual warranties

Each party warrants that it is validly existing, has the authority to enter these Terms, and will comply with laws applicable to its own performance. Each party warrants that it will comply with applicable anti-bribery, anti-corruption, and anti-money-laundering laws in connection with these Terms, and the Customer warrants that it will not use the Service in connection with money laundering, terrorist financing, or the proceeds of crime.

12.2 Service warranty

Omnistra warrants that the Service will perform materially in accordance with the Documentation. The Customer's exclusive remedy for breach of this warranty is re-performance or, if Omnistra cannot re-perform within a reasonable period, termination of the affected subscription and a pro-rata refund of prepaid fees for the unexpired period.

12.3 Disclaimer

Except as expressly stated in these Terms, the Service, Outputs, and Documentation are provided "as is" and "as available." Omnistra disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that Outputs will be accurate. No advice or information obtained from Omnistra creates any warranty not expressly stated here. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

13.1 By Omnistra

Omnistra will defend the Customer against third-party claims that the Service, as provided by Omnistra and used in accordance with these Terms, infringes that third party's copyright, trademark, or trade secret, and will pay damages finally awarded or agreed in settlement. If such a claim arises or is likely, Omnistra may modify the Service, procure the right to continue, or terminate the affected Service with a pro-rata refund of prepaid fees. This Section does not apply to claims arising from Customer Data, Customer-supplied content or configurations, combination with items not provided by Omnistra, or use in breach of these Terms. This Section also does not apply to Outputs: Omnistra provides no indemnity for claims that an Output, or the Customer's use or publication of an Output, infringes or violates a third party's rights. This Section states Omnistra's entire liability for infringement.

13.2 By Customer

The Customer will defend and indemnify Omnistra, its directors, employees, and agents against third-party claims, regulatory proceedings, fines, and losses arising from: (a) Customer Data or content, offers, or policies the Customer supplies to the Service; (b) the Customer's breach of Section 4 (including failure to obtain End User consents, call-recording consent, or do-not-call compliance) or of the Acceptable Use Policy; (c) claims by End Users relating to the Customer's products, services, deliveries, or refunds; (d) the Customer's violation of consumer protection, telemarketing, telecommunications, or data protection laws of any jurisdiction, including the Consumer Rights Protection Act 2009, the Personal Data Protection Act, and TCPA-equivalent and call-recording laws applicable to its End Users; and (e) the Customer's use of the Score in breach of Section 6.

13.3 Procedure

The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defence to the indemnifying party, provided no settlement imposing obligations on the indemnified party may be made without its consent, not to be unreasonably withheld. The indemnifying party will pay covered defence costs as they are incurred, not only after final judgment or settlement.

14.1 Exclusion of indirect loss

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, or data, even if advised of the possibility.

14.2 Cap

To the maximum extent permitted by law, each party's total aggregate liability for all claims arising out of or relating to these Terms, taken together and regardless of the number of claims or the form of action, is limited to the fees paid or payable by the Customer to Omnistra in the 12 months preceding the first event giving rise to liability, or BDT 10,000 for accounts on a free plan or trial with no fees paid. This cap applies to liability under indemnities given by Omnistra.

14.3 Exceptions

The exclusions and cap do not apply to: (a) the Customer's payment obligations; (b) the Customer's indemnification obligations under Section 13.2; (c) either party's fraud, gross negligence, or wilful misconduct; (d) the Customer's breach of Section 4 or the Acceptable Use Policy; or (e) liability that cannot lawfully be limited.

14.4 Allocation

The parties agree the fees reflect this allocation of risk and that these limits are a reasonable pre-estimate under sections 73 and 74 of the Contract Act 1872.

14.5 Data loss

Omnistra's entire liability for loss of or damage to Customer Data is, at Omnistra's option, to use commercially reasonable efforts to restore the affected data from the most recent available backup, or, where restoration is not possible, a refund of the fees paid for the affected Service for the period of the loss. The Customer is responsible for maintaining its own copies of source data it uploads to the Service.

17.1 Governing law

These Terms are governed by the laws of the People's Republic of Bangladesh, without regard to conflict-of-law rules.

17.2 Amicable resolution

Before starting arbitration, a party must give written notice of the dispute, and senior representatives of both parties will attempt in good faith to resolve it within 30 days. This Section does not apply to: (a) claims for undisputed unpaid fees; (b) applications for interim or injunctive relief under Section 17.4; or (c) suspension or enforcement action under Section 8.4 or the Acceptable Use Policy.

17.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, including their existence, validity, breach, or termination, that is not resolved under Section 17.2 shall be finally settled by arbitration under the Arbitration Act 2001 (Bangladesh), administered under the Rules of the Bangladesh International Arbitration Centre (BIAC). The tribunal shall consist of a sole arbitrator appointed under the BIAC Rules. The seat of arbitration shall be Dhaka, Bangladesh. The language of arbitration shall be English. The award shall be final and binding on the parties. If BIAC is unavailable, ceases to exist, or declines to administer the arbitration, the arbitration shall proceed ad hoc under the Arbitration Act 2001, with the sole arbitrator appointed under that Act. Hearings will be held in Dhaka unless the tribunal directs otherwise; the seat remains Dhaka regardless of where hearings occur. The tribunal shall allocate the costs of the arbitration, including reasonable legal costs, against the unsuccessful party unless it determines a different allocation is fair.

17.4 Interim relief

Nothing in this Section prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction to protect intellectual property, confidential information, or data security. Nothing in this Section prevents Omnistra from bringing a claim for undisputed unpaid fees not exceeding BDT [500,000] in any court of competent jurisdiction, including any small-claims or summary procedure.

17.5 Individual claims only

To the maximum extent permitted by law, disputes must be brought on an individual basis only. Neither party may bring or participate in a class, collective, or representative proceeding, and the arbitrator may not consolidate claims of different customers without the written consent of all parties.

19.1 Entire agreement

These Terms, together with the documents incorporated by reference and any Order Form, are the entire agreement between the parties regarding the Service and supersede all prior agreements on that subject. In entering these Terms, neither party relies on any statement, promise, or assurance not set out in these Terms or an Order Form, and each party waives any claim based on such statements, except that nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation.

19.2 Assignment

The Customer may not assign these Terms without Omnistra's prior written consent, not to be unreasonably withheld. Omnistra may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, with notice. A change of control of the Customer (including by merger, share transfer, or acquisition of the power to direct its management) is treated as an assignment requiring consent under this Section, and the Customer must notify Omnistra promptly. Where control passes to a competitor of Omnistra, Omnistra may terminate the subscription on 30 days' notice with a pro-rata refund of prepaid fees for the period after termination.

19.3 Notices

Legal notices to Omnistra must be sent to legal@omnistra.io and to the registered office address above. Notices to the Customer may be sent to the account email address. Notices are deemed received one business day after email transmission without bounce.

19.4 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder stays in effect.

19.5 No waiver

Failure to enforce a provision is not a waiver.

19.6 Independent contractors

The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.

19.7 No third-party beneficiaries

These Terms confer no rights on any third party, except that the persons indemnified under Section 13.2 may rely on that Section.

19.8 Language

These Terms are executed in English. A Bangla translation may be provided for convenience; the English version prevails in case of conflict, to the extent permitted by law.

19.9 Execution

An Order Form may be executed in counterparts, including by electronic signature or by exchange of signed copies by email, and each counterpart together forms one agreement. Acceptance of these Terms by electronic means has the same effect as a signature, consistent with the Information and Communication Technology Act 2006.

19.10 Regulatory requirements

Where a law, or a directive of a Bangladeshi authority (including Bangladesh Bank, BTRC, the National Data Governance Authority, or DNCRP), conflicts with these Terms, the law or directive prevails to the extent of the conflict, and Omnistra may take the actions reasonably necessary to comply.