Terms of Service for OrdaBill

Last Updated: September 21, 2026

Welcome to OrdaBill. These Terms of Service ("Terms") govern your access to and use of the OrdaBill platform, software, application programming interfaces (APIs), and associated services (collectively, the "Service"). The Service is owned and operated by ORDABILL LTD ("we," "us," or "OrdaBill"), a private limited company incorporated under the laws of the Republic of Kenya.

By clicking "I Agree," registering an account, or accessing or using the Service, you agree to be legally bound by these Terms. If you are entering into these Terms on behalf of a business, legal entity, or commercial entity (a "Tenant"), you represent and warrant that you have full legal authority to bind that entity to these Terms.

1. The Service & Legal Architecture

• Payment Orchestration & Billing SaaS: OrdaBill provides a cloud-based billing, payment orchestration, and subscription management software platform. The Service enables Tenants to automate invoice generation, schedule recurring push-payment triggers (e.g., M-Pesa STK prompts), maintain customer billing states, and route transaction execution instructions.
• Non-Custodial Technology Provider: OrdaBill is strictly a technology software provider and payment orchestration platform. We are NOT a payment service provider (PSP), bank, deposit-taking institution, money transmitter, e-money issuer, or financial intermediary.
• Zero Custody of Third-Party Funds: OrdaBill does not process, receive, hold, pool, or store customer or merchant funds. All financial transactions, card processing, mobile money collections, and automated fund settlements are executed directly by licensed third-party Payment Service Providers and payment gateways (e.g., Paystack) via automated split-payment or direct-settlement mechanisms.
• Independent Contracts: OrdaBill is not a party to any contract, commercial agreement, or transaction established between a Tenant and its end-customers ("Customers"). We disclaim all liability arising from goods, services, or subscriptions sold by Tenants using our orchestration software.

2. Accounts and Registration

• Eligibility: You must be at least 18 years old (or the legal age of majority in your jurisdiction) and possess the legal capacity to enter into binding contracts to use the Service.
• Account Accuracy: You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate and complete.
• Account Security: You are responsible for safeguarding your account credentials, API keys, and authentication tokens. You accept full responsibility for all activities, API requests, and transactions that occur under your account credentials.
• One Account per User: Users (whether operating as Tenants or registered Customers) agree to maintain only one active OrdaBill user profile. Email addresses and primary phone numbers registered on the platform must be unique to a single user.

3. Fees, Payments, and Settlement Mechanics

• Tenant Subscription Fees & Commissions: Tenants agree to pay all applicable software licensing fees, subscription plan fees, and per-transaction orchestration commissions as detailed in our pricing schedule or separate written commercial agreement.
• Processing via Third-Party Gateways: Payment execution relies on integrated third-party payment gateways. By using the Service, Tenants agree to abide by the terms, conditions, and operational policies of applicable gateway partners (including Paystack).
• Fee Deductions & Split Payments: Platform commissions due to OrdaBill will be automatically deducted or routed at the point of processing via third-party gateway split-payment APIs, with net funds settling directly to the Tenant’s designated account.
• Non-Refundability: All software service fees and platform commissions paid to OrdaBill are non-refundable, except as expressly required by Kenyan law or agreed in writing.
• Suspension for Non-Payment: We reserve the right to suspend or terminate access to the Service or API endpoints in the event of non-payment, unpaid subscription fees, or invalid billing parameters.

4. Privacy and Data Protection

Your privacy is paramount to us. Our collection, use, processing, and transfer of personal data in connection with the Service are governed by our Privacy Policy and the Kenya Data Protection Act, 2019. By using the Service, you consent to our data practices as outlined in our Privacy Policy.

5. Intellectual Property Rights

• Ownership: All rights, title, and interest in and to the Service—including but not limited to source code, billing engines, database structures, UI/UX design, documentation, APIs, trademarks, and logos—are and shall remain the exclusive intellectual property of ORDABILL LTD.
• Limited License: Subject to compliance with these Terms, OrdaBill grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business operations or intended end-use. You shall not reverse engineer, decompile, resell, or duplicate any portion of the platform code or underlying architecture.

6. Acceptable Use and Prohibited Activities

You agree not to use the Service to:

• Process transactions or generate invoices for illegal goods, fraudulent schemes, or prohibited services under Kenyan or international law.
• Circumvent or manipulate payment gateway processing rules or transaction split mechanisms.
• Interfere with, disrupt, or compromise the integrity, security, or availability of the Service or its API infrastructure.

7. Termination

• By You: You may terminate your account at any time by discontinuing use of the Service and contacting us to close your profile.
• By Us: We reserve the right to suspend, disable, or terminate your access to the Service or API integrations immediately, without prior notice, if you breach these Terms, engage in fraudulent or illegal activity, fail to pay applicable fees, or if required to do so by legal or regulatory authorities.

8. Limitation of Liability and Warranties

• "As-Is" Provision: The Service is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express or implied.
• Exclusion of Consequential Damages: To the maximum extent permitted by Kenyan law, ORDABILL LTD, its directors, employees, or partners shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business operational downtime arising from your use of or inability to use the Service or third-party payment gateway failures.
• Cap on Liability: ORDABILL LTD’s maximum cumulative liability for any direct claims arising under or related to these Terms shall not exceed the total platform fees actually paid by you to OrdaBill in the twelve (12) months preceding the event giving rise to the liability.

9. Governing Law and Dispute Resolution

These Terms shall be governed by, construed, and enforced in accordance with the laws of the Republic of Kenya. Any dispute, controversy, or claim arising out of or relating to these Terms shall first be subjected to good-faith negotiations. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Kenya.