1. Acceptance of the Terms

By registering for, accessing, or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and any policies referenced in them, including our Privacy Policy. If you use the Services on behalf of a business, you represent that you are authorised to bind that business, and “you” refers to that business.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

• “Platform” means the Onayas software, tools, hosting, and infrastructure used to create and operate online stores.
• “Merchant” (also “you”) means any person or business that registers for the Services to create or operate a Store.
• “Store” means an online storefront created and operated by a Merchant using the Platform.
• “Customer” means an end buyer who purchases or attempts to purchase goods or services from a Merchant’s Store.
• “Content” means any product listing, image, text, price, description, or other material a Merchant uploads, displays, or sells through a Store.
• “Third-Party Services” means payment gateways, mobile financial services, courier and logistics providers, SMS providers, and other services not operated by Onayas.

3. Nature of the Service. Onayas is a Technology Provider

Onayas provides a self-service technology platform that enables Merchants to build, host, and manage their own independent online Stores. Onayas is a neutral software and infrastructure provider only.

1. Each Merchant operates an independent business and is solely and exclusively responsible for its Store, its products and services, its prices, its descriptions, its promotions, its customer service, and all of its dealings with Customers.
2. All decisions about what to sell and how to sell it, including sourcing, quality, safety, labelling, legality, pricing, taxation, delivery, warranties, exchanges, and refunds. Rest entirely with the Merchant.
3. Any reference to a product or Store within the Platform is provided for functionality only and does not constitute an endorsement, recommendation, or guarantee by Onayas.

4. Eligibility & Merchant Accounts

1. You must be at least 18 years old and legally capable of entering into a binding contract to use the Services.
2. You agree to provide accurate, current, and complete information during registration and to keep it updated.
3. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately of any unauthorised use.
4. You are responsible for your staff and any users you invite to your account, and for their actions on the Platform.

5. Merchant Responsibilities & Legal Compliance

As an independent business, you are solely responsible for operating your Store lawfully. You agree, at your own cost, to:

1. Comply with all applicable laws of Bangladesh, including the Digital Commerce Operation Guidelines 2021, consumer-protection laws, and any rules of the Directorate of National Consumer Rights Protection;
2. Obtain and maintain all registrations, permits, and licences required for your business, including a Digital Business Identification (DBID) and any trade licence, where applicable;
3. Calculate, collect, report, and remit all taxes and VAT applicable to your sales, and issue lawful invoices to Customers;
4. Publish accurate product information, prices, delivery timelines, and return/refund policies, and honour them;
5. Deliver goods and resolve Customer complaints within the timelines required by applicable law; and
6. Handle Customers’ personal data lawfully, as the data controller for your own Customers.

6. Products, Content & Prohibited Items

You are solely responsible for all Content in your Store and for ensuring that the products and services you offer are lawful. You must not use the Services to list, sell, or promote:

• Any illegal, restricted, counterfeit, stolen, or smuggled goods;
• Drugs, narcotics, controlled substances, or unapproved medicines and medical devices;
• Weapons, explosives, or hazardous materials;
• Products that infringe another party’s intellectual property, privacy, or other rights;
• Adult or sexually explicit content, wildlife, or human tissue;
• Multi-level marketing (MLM), pyramid, or network-business schemes; and
• Anything prohibited by the Digital Commerce Operation Guidelines 2021 or other applicable law.

You must also not misuse the Platform, for example by transmitting malware, attempting to gain unauthorised access, scraping data, or interfering with the Services.

7. Relationship Between Merchants and Customers

Any sale is a direct transaction between the Merchant and the Customer. The Merchant’s own terms of sale, return policy, and privacy notice apply to that transaction.

8. Subscriptions, Fees & Billing

1. Onayas offers a free plan and paid subscription plans. The features, limits, and prices of each plan are shown on our pricing page and may be updated from time to time.
2. Paid fees are stated in Bangladeshi Taka (BDT) and, unless stated otherwise, are exclusive of applicable VAT and taxes, which you are responsible for paying.
3. Subscriptions renew for successive periods unless cancelled before the renewal date. You authorise us (and our payment partners) to charge the applicable fees to your chosen payment method, including mobile financial services.
4. Except where required by law, fees already paid are non-refundable, including for partially used periods.
5. We may change plan prices or features with reasonable prior notice. If you do not accept a change, your remedy is to cancel before it takes effect.
6. If a payment fails or is overdue, we may suspend or downgrade your access until payment is made.

9. Transactions, Payments, Couriers & Cash on Delivery

Payments from Customers, and the delivery of goods, are handled through Third-Party Services such as payment gateways, mobile financial services, and courier companies, and/or directly by the Merchant (for example, via cash on delivery).

Your use of any Third-Party Service is governed by that provider’s own terms, and any dispute regarding payment or delivery is between you, the Customer, and the relevant provider.

10. Third-Party Services & Integrations

The Platform may let you connect Third-Party Services. We provide these integrations for convenience only. We do not control and are not responsible for Third-Party Services, and we make no warranty about them. Your use of them is at your own risk and subject to their terms and pricing. If a Third-Party Service changes or stops working, related Platform features may be affected without liability to us.

11. Intellectual Property

1. The Platform, including its software, design, trademarks, and the name “Onayas”, is owned by Onayas and its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services during your subscription, solely to operate your Store.
2. You retain ownership of your own Content. You grant Onayas a worldwide, non-exclusive licence to host, store, reproduce, and display your Content only as needed to provide the Services.
3. You represent and warrant that you own or have the rights to all Content you upload, and that it does not infringe any third-party rights.

12. Data Protection & Privacy

Our handling of your account information is described in our Privacy Policy. In relation to your Customers’ personal data, you are the data controller and Onayas acts only as a data processor on your instructions in providing the Services. You are responsible for collecting and using Customer data lawfully, including obtaining any required consent and providing your own privacy notice to Customers.

13. Service Availability & “As Is” Disclaimer

The Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Onayas disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, secure, or free of data loss, and we may modify, suspend, or discontinue any part of the Services with reasonable notice where practicable.

14. Limitation of Liability

To the fullest extent permitted by law:

1. Onayas shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, sales, or data.
2. Onayas shall not be liable for any claim, loss, or damage arising out of or relating to: any product or service sold through a Store; any transaction or dispute between a Merchant and a Customer; any Content; any Third-Party Service; or a Merchant’s breach of law.
3. Onayas’s total aggregate liability to you for all claims arising out of or relating to the Services shall not exceed the total subscription fees you actually paid to Onayas in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Onayas, its affiliates, and their directors, officers, employees, and agents from and against any claims, demands, liabilities, damages, losses, penalties, and expenses (including reasonable legal fees) arising out of or relating to: (a) the products, services, or Content in your Store; (b) any transaction or dispute with a Customer; (c) your breach of these Terms or of any law; or (d) your use of Third-Party Services.

16. Suspension & Termination

1. You may stop using the Services and close your account at any time from your account settings.
2. We may suspend or terminate your access, with or without notice, if you breach these Terms, fail to pay fees, or use the Services unlawfully, or if required by law or by a competent authority.
3. On termination, your right to use the Services ends and your Store may be taken offline. Where reasonably practicable and lawful, we will provide a limited period to export your data before deletion.
4. Clauses that by their nature should survive termination, including intellectual property, disclaimers, limitation of liability, and indemnification. Will survive.

17. Consumer Complaints & Disputes

Merchants are required by law to provide their own contact details and to operate a complaint-handling process within the timelines set by applicable regulation. Where a matter cannot be resolved with the Merchant, a Customer may contact the Directorate of National Consumer Rights Protection.

18. Changes to the Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, for example by email or an in-product notice. Changes take effect on the date stated. Your continued use of the Services after that date constitutes acceptance of the updated Terms.

19. Governing Law, Jurisdiction & Language

These Terms are governed by the laws of the People’s Republic of Bangladesh. The courts of Dhaka, Bangladesh shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, without prejudice to any mandatory consumer-protection rights.

These Terms are provided in English and Bangla. In the event of any conflict or inconsistency between the two versions, the English version shall prevail, except where applicable law requires the Bangla version to govern.

20. Force Majeure

Onayas is not liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including internet or network failures, power or telecommunications outages, acts of government, natural disasters, strikes, or the failure of Third-Party Services.

21. General Provisions

1. Entire agreement. These Terms, together with any policies referenced in them, form the entire agreement between you and Onayas regarding the Services.
2. Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full effect.
3. No waiver. Our failure to enforce any right or provision is not a waiver of it.
4. Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or successor.
5. Notices. We may send notices to the email or contact details associated with your account.
6. Independent parties. Nothing in these Terms creates a partnership, agency, or employment relationship between you and Onayas.

22. How to Contact Us

For questions about these Terms, contact Onayas at:

• Email: support@onayas.com · quantumbytetech.bd@gmail.com
• Legal entity: QuantumByte Technologies
• Registered address: Alexander, Lakshmipur, Bangladesh, 3730