Terms of Service

1. Acceptance of terms

These Terms of Service (the “Terms”) form a binding contract between ORDENTRAB.V., a private limited liability company incorporated under Dutch law with its registered office at Herengracht 412, 1017 BZ Amsterdam, Netherlands (“ORDENTRA,” “we,” or “us”), and the legal entity that has subscribed to the Service (the “Customer” or “you”). They govern Customer's access to and use of the ORDENTRAenterprise OPEX platform, APIs, documentation, and related support services (together, the “Service”).

By signing an order form that references these Terms, by accepting them in an online workflow, or by accessing the Service, you agree to be bound by them on behalf of the Customer. You represent that you have the authority to bind the Customer. If you do not have that authority, or if Customer does not agree to these Terms, do not use the Service.

For enterprise Customers, the commercial relationship is typically governed by a negotiated Master Subscription Agreement (“MSA”) and one or more order forms. In the event of a conflict between an executed MSA or order form and these Terms, the MSA or order form prevails.

2. Definitions

In these Terms, the following words and phrases have the meanings given to them below.

Affiliate

Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than fifty percent of the voting interests.

Customer Content

All data, text, files, records, and other materials that Customer or its Users submit to, store in, or generate through the Service, including any Personal Data processed under the DPA.

Documentation

The user guides, API references, and technical materials published at docs.ordentra.com, as updated from time to time.

DPA

The ORDENTRA Data Processing Addendum available at ordentra.com/dpa, which forms part of these Terms whenORDENTRAprocesses Personal Data on Customer's behalf.

Order Form

Any ordering document or online checkout that references these Terms and sets out the specific subscription plan, term, fees, and any additional commercial terms agreed between the parties.

Service

The ORDENTRA cloud-hosted enterprise OPEX platform, any APIs, mobile applications, and related support services provided to Customer under an Order Form.

Subscription Term

The period during which Customer is authorized to access the Service, as set out in the applicable Order Form.

User

Any individual authorized by Customer to access the Service under Customer's subscription, including employees, contractors, and agents of Customer and its Affiliates.

3. Account registration and security

To use the Service, Customer must register for an account and nominate one or more administrators. Customer is responsible for ensuring the accuracy of the information it provides during registration and for keeping that information up to date. Customer must promptly disable any credentials that it believes may have been compromised and notify us at security@ordentra.com of any suspected unauthorized access.

Customer is responsible for all activity that occurs under its account, including the acts and omissions of its Users. Customer must enforce multi-factor authentication for all administrator accounts, maintain reasonable password hygiene, and promptly deprovision Users whose access is no longer required. ORDENTRA supports SAML 2.0, OpenID Connect, and SCIM 2.0 to help Customers manage identity lifecycle at scale.

4. Subscription plans and billing

4.1 Fees and payment

Customer will pay the fees set out in the applicable Order Form. Unless otherwise agreed, fees are invoiced annually in advance and are due within thirty (30) days of the invoice date. Fees are quoted exclusive of VAT and any other applicable taxes, which will be added to the invoice where required by law. All amounts paid under these Terms are non-refundable except as expressly provided in Section 4.3.

Late payments accrue interest at the lower of 1.0% per month or the maximum rate permitted by applicable law. If Customer disputes any portion of an invoice in good faith, it must notify us in writing within fifteen (15) days of the invoice date and pay all undisputed amounts by the due date. The parties will work in good faith to resolve any disputed amount within thirty (30) days.

4.2 Renewal and cancellation

Subscriptions automatically renew for successive periods equal in length to the initial Subscription Term, at the then-current list price, unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term. For multi-year subscriptions, annual price adjustments are capped at the greater of five percent or the Eurostat HICP index for the preceding twelve months.

Customer may not reduce the number of subscribed Users, modules, or capacity during a Subscription Term, but may upgrade or add modules at any time through a co-termed Order Form.

4.3 Refunds

Prepaid fees are non-refundable except where Customer terminates the agreement for ORDENTRA's uncured material breach (Section 14) or where a refund is expressly required under the SLA. In those circumstances, we will refund the pro-rata portion of prepaid fees attributable to the period after termination, net of any amounts owed to us.

5. License to use the Service

Subject to Customer's compliance with these Terms and payment of applicable fees, ORDENTRAgrants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Service solely for Customer's internal business operations, up to the usage limits set out in the Order Form. Customer's Affiliates may use the Service under these Terms, and Customer is responsible for their compliance.

Customer will not, and will not permit any third party to: (a) rent, lease, lend, sell, sublicense, or otherwise commercially exploit the Service; (b) reverse engineer, decompile, or disassemble any part of the Service, except to the extent such restriction is prohibited by applicable law; (c) use the Service to build a competing product; (d) remove or obscure any proprietary notices; (e) attempt to gain unauthorized access to any part of the Service, sub-processor systems, or underlying infrastructure; or (f) use the Service in a manner that exceeds the usage limits set out in the Order Form.

ORDENTRA reserves all rights not expressly granted to Customer in these Terms. No implied licenses are granted.

6. Customer responsibilities

Customer is solely responsible for (a) the accuracy, quality, and legality of Customer Content and the means by which it is acquired; (b) obtaining all consents, notices, and legal bases required to submit Customer Content to the Service and permit ORDENTRA to process it as described in these Terms and the DPA; (c) the acts and omissions of its Users; (d) using the Service in compliance with all applicable laws and regulations; (e) maintaining its own backups of Customer Content where required by its own retention and resilience policies; and (f) promptly notifying us of any issue that could affect the security, availability, or integrity of the Service.

7. Acceptable use policy

Customer will not, and will not permit its Users or any third party to, use the Service to:

• violate any applicable law, regulation, or third-party right, including intellectual property, privacy, export-control, or publicity rights;
• upload, transmit, or store any content that is unlawful, infringing, defamatory, harassing, obscene, or otherwise objectionable;
• transmit any viruses, worms, malicious code, or other harmful software;
• interfere with, disrupt, or impair the integrity or performance of the Service or the data contained therein, including through denial-of-service attacks or probing for vulnerabilities without prior written authorization;
• use the Service to build, train, or benchmark a competing product, or to reverse engineer any pricing, discount, or scoring algorithms embedded in the Service;
• circumvent, disable, or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content;
• use the Service to send unsolicited communications, engage in automated data scraping, or bypass API rate limits.

ORDENTRA may suspend access to the Service without notice where it reasonably believes that continued access would create an immediate security risk or legal exposure, and will restore access promptly once the issue has been resolved.

8. Intellectual property

As between the parties, ORDENTRA and its licensors retain all right, title, and interest in and to the Service, the Documentation, and all intellectual property rights embodied in them, including all improvements, modifications, derivatives, and enhancements. Customer retains all right, title, and interest in and to Customer Content.

Customer grants ORDENTRAa limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Content solely to the extent necessary to provide the Service and support, and in accordance with the DPA. Customer may voluntarily submit suggestions, ideas, or feedback about the Service (“Feedback”). ORDENTRA may use Feedback without restriction or obligation to Customer, provided that we do not identify Customer as the source of the Feedback without prior written consent.

9. Confidentiality

“Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Content is Customer's Confidential Information; the non-public details of the Service are ORDENTRA's Confidential Information.

The Recipient will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), (b) not use any Confidential Information for any purpose outside the scope of these Terms, and (c) limit access to Confidential Information to those employees, contractors, and advisors who need that access and are bound by written confidentiality obligations at least as protective as those in this Section. These obligations survive for five (5) years following termination of these Terms, or indefinitely in the case of trade secrets.

10. Service level agreement

ORDENTRA will use commercially reasonable efforts to make the Service available with a monthly uptime of at least 99.95%, measured excluding scheduled maintenance windows announced at least seventy-two (72) hours in advance and any downtime caused by factors outside ORDENTRA's reasonable control. Detailed SLA terms, including service credit calculations, exclusions, and the process for requesting credits, are set out in the Service Level Agreement published at ordentra.com/status, which forms part of these Terms.

Service credits are Customer's sole and exclusive remedy for any failure by ORDENTRA to meet the SLA, except where cumulative downtime in any rolling three-month period exceeds three hours, in which case Customer may terminate the affected subscription under Section 14 and receive a pro-rata refund of prepaid fees.

11. Warranties and disclaimers

ORDENTRAwarrants that (a) it has the necessary authority and rights to enter into these Terms, (b) the Service will perform substantially in accordance with the Documentation during the Subscription Term, and (c) it will not materially decrease the overall functionality of the Service during the Subscription Term. Customer's sole and exclusive remedy for a breach of warranty (b) is for ORDENTRA to, at its option, repair the non-conforming portion of the Service, provide a commercially reasonable workaround, or, if neither is practicable, terminate the affected subscription and refund the pro-rata portion of prepaid fees attributable to the period after termination.

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” ORDENTRA DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ORDENTRA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO ORDENTRA UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section do not apply to (a) either party's indemnification obligations under Section 13, (b) Customer's payment obligations, (c) a party's gross negligence, willful misconduct, or fraud, (d) either party's breach of its confidentiality obligations, or (e) any liability that cannot be limited under applicable law.

13. Indemnification

ORDENTRAwill defend Customer against any third-party claim alleging that Customer's authorized use of the Service in accordance with these Terms infringes a valid third-party intellectual property right and will indemnify Customer against any damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement. If the Service is held or is reasonably believed by ORDENTRA to infringe, ORDENTRAmay, at its option and expense, (a) procure for Customer the right to continue using the Service, (b) modify the Service to make it non-infringing, or (c) terminate the affected subscription and refund the pro-rata portion of prepaid fees attributable to the period after termination. This Section states Customer's sole remedy and ORDENTRA's entire liability for any infringement claim.

Customer will defend ORDENTRAagainst any third-party claim arising from (a) Customer Content, including any claim that Customer Content infringes third-party rights or violates applicable law, (b) Customer's use of the Service in breach of these Terms, and (c) any breach by Customer of its obligations under the DPA, and will indemnify ORDENTRAagainst any damages and costs finally awarded or agreed in settlement.

Each party's indemnification obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party of the claim in writing, (ii) giving the indemnifying party sole control of the defense and settlement, and (iii) providing reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes any obligation on the indemnified party without prior written consent.

14. Term and termination

These Terms commence on the effective date of the first Order Form and continue for so long as any subscription remains in effect, unless earlier terminated in accordance with this Section. Either party may terminate these Terms or any affected subscription with immediate effect by written notice if (a) the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving notice, or (b) the other party becomes insolvent, enters liquidation, or has a receiver or administrator appointed over its assets.

Upon termination or expiration, (i) Customer's right to access the Service ends, (ii) Customer may export Customer Content through the Service's export tools within thirty (30) days after termination, after which ORDENTRA will delete Customer Content in accordance with the DPA, and (iii) any unpaid fees accrued through the effective date of termination become immediately due and payable. Sections 8 (Intellectual Property), 9 (Confidentiality), 11 (Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Term and Termination), 16 (Dispute Resolution), and 17 (General Provisions) survive termination.

15. Export controls and sanctions

Customer acknowledges that the Service is subject to the export-control laws and economic sanctions of the European Union, the United States, the United Kingdom, and other jurisdictions. Customer will not, and will not permit any User to, (a) use the Service in any country subject to a comprehensive embargo (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), (b) provide access to the Service to any party listed on a restricted party list (including the EU Consolidated Financial Sanctions List, the US Specially Designated Nationals List, and the UK OFSI Consolidated List), or (c) use the Service for any purpose prohibited by applicable export-control laws.

Customer represents that it is not, and is not acting on behalf of any party that is, a restricted party and that it will promptly notify ORDENTRA if its status changes.

16. Dispute resolution

These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the Netherlands, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The parties will first attempt to resolve any dispute through good-faith negotiation between senior executives for a period of thirty (30) days following written notice of the dispute.

If the dispute cannot be resolved through negotiation, the parties agree that any dispute arising out of or in connection with these Terms, including the validity thereof, will be finally settled by arbitration administered by the Netherlands Arbitration Institute (NAI) in accordance with the NAI Arbitration Rules then in force. The seat of arbitration will be Amsterdam, the language of the arbitration will be English, and the tribunal will consist of three arbitrators. Nothing in this Section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

17. General provisions

• Assignment.Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms.
• Waiver. A failure or delay by either party to enforce any provision of these Terms does not constitute a waiver of that or any other provision. Any waiver must be in writing and signed by the waiving party.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.
• Entire agreement. These Terms, together with any executed Order Form, the DPA, and the Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior and contemporaneous agreements, proposals, and communications, whether written or oral.
• Force majeure. Neither party will be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet disruptions, or failures of third-party infrastructure, provided that the affected party uses commercially reasonable efforts to mitigate the delay or failure.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.
• Notices. Notices under these Terms must be in writing and are deemed given when delivered to the addresses identified in the most recent Order Form, with a courtesy copy to legal@ordentra.com for notices to ORDENTRA.

18. Contact

Questions about these Terms or commercial inquiries should be directed to our legal team.