Terms of Service

These Terms constitute a legally binding agreement between you and Orderna Inc.

By creating an account, subscribing to a plan, accessing the Services, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any policies incorporated by reference, including our Privacy Policy.

If you are using the Services on behalf of a business, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

Orderna may modify these Terms from time to time to reflect changes in our Services, business operations, legal obligations, or industry practices.

Updated Terms will be posted on our website and will become effective upon publication unless otherwise stated.

Your continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Services.

To use the Services, you must:

• Be at least eighteen (18) years old;
• Have legal capacity to enter into binding agreements;
• Provide accurate and complete registration information;
• Maintain the security of your account credentials.

You are responsible for all activities conducted under your account, including activities performed by employees, administrators, managers, contractors, franchisees, and other authorized users.

You must immediately notify Orderna if you become aware of any unauthorized access or security breach involving your account.

Orderna reserves the right to suspend or terminate accounts that contain inaccurate information, violate these Terms, or present security risks.

Orderna provides cloud-based business management software and related services that may include:

• Point-of-sale (POS) software;
• Inventory management;
• Customer relationship management (CRM);
• Reporting and analytics;
• Multi-location and branch management;
• Payment integrations;
• Loyalty and marketing tools;
• APIs and integrations;
• Mobile applications;
• Online ordering solutions;
• Other business management services made available by Orderna.

Features and functionality may vary based on subscription plans, availability, geographic location, hardware compatibility, and third-party integrations.

Orderna reserves the right to modify, discontinue, enhance, replace, or introduce features at any time.

Certain Services require payment of subscription fees.

By purchasing a subscription, you agree that:

• Subscription fees are billed in advance;
• Subscription plans automatically renew unless cancelled before the renewal date;
• You authorize Orderna and its payment processors to charge your designated payment method;
• You are responsible for maintaining valid and current payment information.

Failure to maintain valid payment information may result in suspension or termination of Services.

Orderna may modify subscription pricing from time to time. Any fee changes will become effective at the start of the next billing cycle following notice.

Unless otherwise required by applicable law, all fees paid to Orderna are non-refundable and non-creditable. Taxes, government charges, duties, and similar assessments applicable to your subscription are your responsibility unless otherwise stated.

Orderna may offer free trials, promotional access, or introductory subscriptions from time to time.

Free trials are intended solely for evaluation purposes and may be limited to one trial per person, business, organization, payment method, or account.

Orderna reserves the right to determine eligibility for any trial and may modify, suspend, terminate, or revoke free trial offers at any time.

If a payment method is required to access a free trial, your subscription may automatically convert into a paid subscription at the conclusion of the trial period unless cancelled before expiration.

Creating multiple accounts to repeatedly obtain trial access may result in suspension or termination of access.

You remain solely responsible for:

• Operating your business;
• Managing employees and authorized users;
• Maintaining inventory records;
• Verifying transaction records;
• Monitoring customer information;
• Maintaining operational procedures;
• Ensuring compliance with applicable laws and regulations;
• Maintaining backups of critical information.

Orderna provides software tools and services only. Orderna does not operate your business, supervise employees, manage inventory, collect taxes, or make business decisions on your behalf.

You acknowledge that business outcomes depend on factors beyond the control of Orderna.

Customers operating multiple locations, branches, franchises, departments, or business units are solely responsible for:

• User management;
• Access permissions;
• Data visibility controls;
• Internal operational policies;
• Security procedures.

Orderna is not responsible for actions performed by authorized users, employees, franchisees, contractors, managers, or other individuals granted access to the Services by the customer.

Customers are responsible for ensuring that permissions assigned within the Services align with their organizational requirements.

You agree not to:

• Violate any applicable law or regulation;
• Use the Services for unlawful, fraudulent, or deceptive purposes;
• Upload malicious code, malware, viruses, or harmful software;
• Attempt unauthorized access to systems or accounts;
• Reverse engineer, decompile, or disassemble any part of the Services;
• Scrape, harvest, or extract data without authorization;
• Interfere with platform security or operations;
• Circumvent subscription limits or usage restrictions;
• Share accounts in violation of plan limitations.

To ensure fair access for all customers, Orderna may implement reasonable limits on storage, API usage, reports, data exports, integrations, transaction volume, and resource consumption.

Excessive, abusive, or disruptive usage may result in throttling, suspension, restriction, or termination of access.

Customers retain ownership of all business data submitted to the Services, including product information, inventory records, customer information, sales transactions, reports, business records, and other customer-generated content.

You grant Orderna a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use such data solely as necessary to provide, maintain, secure, improve, and support the Services.

Nothing in these Terms transfers ownership of customer data to Orderna.

The Services, including all software, source code, object code, APIs, documentation, interfaces, designs, trademarks, service marks, logos, graphics, content, and technology made available by Orderna, are owned by or licensed to Orderna and are protected by applicable intellectual property laws.

Except for the limited rights expressly granted under these Terms, no ownership rights are transferred to you.

You may not:

• Copy, reproduce, distribute, or modify any part of the Services;
• Reverse engineer, decompile, or disassemble any software provided by Orderna;
• Create derivative works based on the Services;
• Remove proprietary notices, trademarks, or copyright notices;
• Use Orderna's trademarks, branding, or logos without prior written consent.

All rights not expressly granted are reserved by Orderna.

Unless otherwise agreed in writing, you grant Orderna permission to identify your business as a customer of Orderna.

This permission may include the use of your business name, trade name, logo, publicly provided testimonials, and case study references. Orderna may display such information on its website, marketing materials, presentations, customer lists, social media channels, investor materials, and other promotional content.

If you wish to revoke this permission, you may submit a written request to Orderna and we will make commercially reasonable efforts to remove future references within a reasonable period.

From time to time, Orderna may offer beta, preview, experimental, early access, or pre-release features (“Beta Features”).

Beta Features are provided for testing and evaluation purposes and may:

• Contain errors or defects;
• Be incomplete;
• Be modified without notice;
• Be suspended or discontinued at any time.

Beta Features are provided on an “as-is” basis without warranties of any kind. Orderna shall have no obligation to continue supporting, maintaining, or making available any Beta Feature. Customers use Beta Features entirely at their own risk.

The Services may integrate with or rely upon third-party providers, including payment processors, banks, QR payment networks, acquiring partners, e-commerce platforms, SMS providers, email providers, accounting software, delivery services, cloud infrastructure providers, and other external systems.

Orderna does not own, operate, or control these third-party providers. Orderna is not responsible for service interruptions, payment failures, settlement delays, third-party outages, changes in third-party policies, data transmitted through third-party systems, or decisions made by third-party providers.

Your use of third-party services may be subject to additional terms imposed by those providers.

Customers remain solely responsible for chargebacks, payment disputes, reversals, refunds, fraudulent transactions, and related fees arising from transactions conducted through their business.

Orderna shall not be liable for losses resulting from chargebacks, payment reversals, fraudulent or disputed transactions, delayed settlements, payment processor investigations, or banking system failures.

Where permitted by law, Orderna may suspend access to certain Services while payment disputes, investigations, or outstanding balances remain unresolved.

Orderna strives to maintain reliable and secure Services. However, uninterrupted availability cannot be guaranteed. The Services may become unavailable due to scheduled or emergency maintenance, software updates, security incidents, internet disruptions, power outages, cloud infrastructure failures, third-party service interruptions, or events beyond our reasonable control.

Orderna reserves the right to modify, suspend, restrict, or discontinue any portion of the Services at any time. Orderna shall not be liable for losses arising from temporary interruptions or unavailability of the Services.

Certain features of the Services depend on internet connectivity, synchronization processes, third-party services, local devices, or external infrastructure.

Customers acknowledge that interruptions in connectivity may affect data synchronization, transaction processing, reporting accuracy, inventory updates, and system availability.

Orderna does not guarantee real-time synchronization at all times. Orderna shall not be liable for delays, synchronization failures, duplicate records, missing records, temporary inconsistencies, or operational disruptions resulting from connectivity interruptions or offline operation. Customers remain responsible for verifying critical business information.

The Services may be used with third-party hardware including receipt printers, barcode scanners, cash drawers, tablets, computers, payment terminals, network equipment, mobile devices, and other compatible hardware.

Orderna does not manufacture, sell, or control third-party hardware unless explicitly stated otherwise. Orderna shall not be responsible for hardware defects, incompatibilities, connectivity failures, firmware issues, device malfunctions, hardware performance limitations, or installation and configuration issues.

Customers are responsible for ensuring that their hardware environment meets operational requirements.

The Services provide tools designed to assist with inventory management, reporting, forecasting, analytics, and business operations. Customers acknowledge that such outputs depend on information entered by users and operational practices maintained by the customer.

Orderna does not guarantee the accuracy of inventory counts, stock levels, inventory valuations, product costs, sales reports, forecasts, analytics, business insights, or operational recommendations.

Customers remain responsible for verifying all business records and operational data. The Services should not be relied upon as the sole source of truth for business decisions.

Orderna is not accounting software, tax software, legal software, or financial advisory software. Nothing provided through the Services constitutes accounting advice, tax advice, legal advice, financial advice, or regulatory advice.

Customers remain solely responsible for tax calculations, tax filings, tax remittances, accounting records, financial statements, government reporting, and regulatory compliance.

Customers should consult qualified professionals regarding tax, accounting, legal, and financial matters.

Orderna may retain customer data for a reasonable period following account suspension, cancellation, or termination for purposes including security and fraud prevention, compliance with legal obligations, dispute resolution, enforcement of agreements, backup and disaster recovery, and internal recordkeeping.

Following such retention period, customer data may be permanently deleted and may no longer be recoverable. Orderna is not obligated to retain customer data indefinitely following account termination.

Customers are encouraged to maintain independent backups of any information they consider important.

Customers are responsible for exporting, downloading, or otherwise retrieving any data they wish to retain before cancelling their subscription or terminating their account.

Orderna may provide data export tools at its discretion, but does not guarantee the availability of any particular export format, integration, or migration process.

Following permanent deletion of customer data, Orderna shall have no obligation to restore, recover, maintain, or provide access to such data. Customers acknowledge that failure to export data before account termination may result in permanent loss of access to such data.

You agree to defend, indemnify, and hold harmless Orderna, its officers, directors, employees, affiliates, contractors, licensors, and partners from and against any claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services;
• Violation of these Terms;
• Violation of applicable laws or regulations;
• Business activities conducted through the Services;
• Customer data submitted to the Services;
• Infringement of intellectual property rights;
• Payment disputes, chargebacks, or fraudulent transactions;
• Actions of your employees, contractors, franchisees, or authorized users.

This obligation survives termination of the Services and these Terms.

Orderna may suspend, restrict, or terminate access to the Services immediately, with or without notice, if:

• Subscription fees remain unpaid;
• Fraudulent activity is suspected;
• Security risks are detected;
• Customer violates these Terms;
• Customer engages in unlawful activity;
• Customer creates operational, legal, reputational, or financial risk for Orderna;
• Required information is false, misleading, or incomplete.

Orderna reserves the right to investigate suspected violations and cooperate with law enforcement authorities where appropriate.

Customers may terminate their subscription at any time by following the cancellation procedures made available by Orderna. Termination of the Services shall not relieve either party of obligations accrued prior to termination.

These Terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to conflict of law principles.

The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiations.

If a dispute cannot be resolved through informal discussions, the parties agree that the courts of the Republic of the Philippines shall have exclusive jurisdiction over such dispute.

Nothing in these Terms prevents either party from seeking injunctive or equitable relief where appropriate.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

Failure by Orderna to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

These Terms, together with the Privacy Policy and any supplemental agreements expressly incorporated by reference, constitute the entire agreement between the customer and Orderna regarding the Services and supersede all prior agreements, communications, understandings, and representations relating to the Services.

If you have questions regarding these Terms, please contact: