OrderCentra Merchant Terms of Service

1. Platform Scope & Nature of Service

1.1. B2B SaaS Provider: OrderCentra is a cloud-based Software-as-a-Service (SaaS) business operating system. We provide software tools allowing you to build and manage digital storefronts, point-of-sale checkouts, product catalogs, multi-warehouse inventory, order fulfillment, marketing automations, and invoicing.

1.2. No Partnership or Agency: OrderCentra operates strictly as an independent software provider. Nothing in this Agreement creates any joint venture, partnership, agency, fiduciary, employment, or franchise relationship between OrderCentra and Merchant.

1.3. No Direct Consumer Relationship: OrderCentra is not a party to any transaction, contract of sale, or agreement entered into between you and your end customers (“Buyers”). OrderCentra does not operate a marketplace, does not list or offer your goods for sale on its own behalf, and does not solicit Buyers on your behalf.

2. Merchant Account, Onboarding & Security

2.1. Eligibility & Registration: You warrant that all information provided during account creation and at any time thereafter — including company name, SSM registration number, director or owner identity, tax identification, contact details, and bank account details — is accurate, current, and complete. You must be at least eighteen (18) years of age and legally capable of entering into binding contracts.

2.2. Verification: We may, at our discretion or where required by a payment provider, financial institution, or regulator, request documentary evidence to verify your identity, business registration, beneficial ownership, or source of funds. You agree to provide such documentation within a reasonable period. Failure to do so may result in suspension of your account or of specific payment features.

2.3. Credentials & Access: You are solely responsible for maintaining the confidentiality of your administrative login credentials, API keys, POS device tokens, and workspace accounts. You accept full liability for all activities conducted under your tenant account, including those of your staff users. You must notify us promptly upon becoming aware of any unauthorized access.

2.4. Compliance with Laws: You agree to comply with all applicable local and international laws, regulations, consumer protection standards, electronic commerce regulations, and tax requirements — including Malaysian Inland Revenue Board (LHDN) guidelines and e-invoicing mandates.

3. Merchant of Record & Operational Responsibilities

3.1. Seller of Record: You are the sole and exclusive Seller and Merchant of Record for all goods and services sold through your OrderCentra online storefronts (whether hosted on an .ordercentra.com subdomain or a custom domain) and through OrderCentra POS terminals.

3.2. Pricing & Inventory: You retain full discretion over product descriptions, variant configurations, stock counts, pricing, taxes, and shipping rates. You warrant that all goods listed on your storefront are authentic, accurately represented, lawful to sell, and available for fulfillment.

3.3. Invoicing & Receipts: All checkout receipts, sales invoices, tax summaries, and LHDN-validated e-invoices generated through the Platform are issued under your legal entity and business trade name, not OrderCentra’s. You are responsible for the accuracy of the tax identifiers, business registration details, and classification codes you configure. Where you appoint OrderCentra to transmit e-invoices as an intermediary, you remain the taxpayer of record.

3.4. Fulfillment & Customer Support: You are solely responsible for manufacturing, warehousing, packaging, shipping, order tracking, handling customer inquiries, managing warranty claims, and addressing complaints.

3.5. Your Own Consumer Terms: You are responsible for publishing your own customer-facing terms of sale, refund policy, shipping policy, and privacy policy on your storefront, and for ensuring they comply with applicable consumer protection law.

4. Payment Processing, Application Fees & Payouts

4.1. Third-Party Payment Gateways: Payment processing for checkouts is provided by integrated, separately regulated payment institutions (such as Stripe, HitPay, Billplz, senangPay, and others). Where you connect your own gateway credentials, your relationship is directly with that provider. By enabling online payments you agree to comply with the applicable payment gateway’s terms of service and operating rules, and you acknowledge that OrderCentra is not a party to that relationship.

4.2. Direct Settlement: Buyer payments are processed and settled directly into your connected payment gateway merchant account. Except as described in clause 4.3, OrderCentra does not hold, pool, escrow, or transmit transaction funds on your behalf.

4.3. Platform Application Fees: Where you use a connected-account integration that supports split settlement (such as Stripe Connect), the charge is created through OrderCentra’s platform account and OrderCentra may programmatically deduct a software application fee — ordinarily 0.5% + RM 0.50, or as otherwise designated in your plan — before the remaining balance is transferred to your connected account. This fee is consideration for the Platform and is separate from the processing fees charged by the payment provider.

4.4. Same-Name Account Payouts: You agree that bank accounts linked for transaction payouts must strictly match the verified legal entity or authorized business name submitted during onboarding. You may not direct settlement to an account held by a third party.

4.5. Taxes: You are responsible for determining, collecting, reporting, and remitting all taxes arising from your sales. OrderCentra’s tax calculation and e-invoicing features are tools that operate on the configuration you supply and do not constitute tax advice.

5. Chargebacks, Refunds & Disputes

5.1. Merchant Liability: You are solely and fully financially responsible for all chargebacks, transaction reversals, card network penalty fees, disputes, and customer refunds arising from your storefront or POS transactions. Where a chargeback is settled against OrderCentra’s platform account, you authorize us to recover the amount from you, including by offset against amounts otherwise payable to you.

5.2. Dispute Management: Where the relevant payment provider makes dispute notifications available to us, we will pass them on to you. The Platform maintains digital audit trails — order histories, login and IP records, fulfillment timestamps, and airway bill tracking — which you may use as evidence. You remain responsible for assembling and submitting contest evidence to the payment provider within the applicable card network timelines.

5.3. Risk Thresholds & Remediation: If your dispute or chargeback volume exceeds standard card scheme thresholds (for example, a dispute-to-sales ratio above 0.9%), OrderCentra and its processing partners reserve the right to place administrative holds, require a reserve, adjust application fees, or terminate Platform access.

6. Subscription Fees, Add-Ons & Metered Billing

6.1. Subscription Plans: Access to the Platform is billed on a recurring subscription basis (monthly, quarterly, semi-annual, or annual) according to your selected plan tier. Each tier determines which modules you may access and the quotas that apply to them.

6.2. Add-Ons & Metered Credits: Consumable services — including logistics airway bill credits and AI tokens — and workspace capacity add-ons such as additional staff seats, broadcast quota, or inbox storage are billed per consumption or as recurring add-ons. Credits are consumed as used and, unless expressly stated, do not carry over on expiry.

6.3. Non-Refundable: All subscription fees, software licenses, add-on payments, and metered credit purchases are non-refundable once billed, except where required by applicable law.

6.4. Late Payment & Suspension: Failure to pay applicable subscription fees when due may result in immediate downgrade, restriction of administrative modules, or temporary suspension of your tenant storefront and POS devices.

6.5. Changes to Fees: We may revise subscription pricing or application fees on no less than thirty (30) days’ notice. Continued use of the Platform after the effective date constitutes acceptance. If you do not accept a change, your remedy is to terminate under clause 10.2.

7. Prohibited Uses & Restricted Goods

You agree that you will not list, promote, sell, or facilitate the transaction of any of the following on or through the Platform:

• Illegal, unauthorized, or counterfeit goods, replicas, or stolen property.
• Items infringing upon any third party’s intellectual property, trademark, or patent rights.
• Narcotics, controlled substances, unregulated prescription drugs, or drug paraphernalia.
• Firearms, ammunition, explosives, or regulated weapons.
• Adult, sexually explicit, or pornographic content or services.
• Multi-level marketing (MLM), pyramid schemes, get-rich-quick scams, or fraudulent services.
• Unregulated money transmission, virtual currency laundering, lottery tickets, or unlicensed gambling.
• Items or entities subject to US, EU, UN, or UK international financial sanctions.

You further agree not to use the Platform to transmit malware, circumvent access controls or quotas, conduct unsolicited bulk messaging in breach of applicable anti-spam law, or reverse engineer any part of the Services.

OrderCentra reserves the right to review product listings and merchant activity, and to suspend or immediately terminate any merchant account found violating this Section.

8. Intellectual Property & Data Ownership

8.1. Platform IP: OrderCentra retains all rights, title, and interest in and to the Platform, including software code, user interface designs, databases, APIs, algorithms, logos, and technical documentation. No rights are granted other than the limited, revocable, non-exclusive right to use the Services during the term of your subscription.

8.2. Merchant Content & Data: You retain ownership of all trade names, trademarks, product listings, images, catalog data, and customer data uploaded to your tenant workspace. You grant OrderCentra a worldwide, non-exclusive license to host, copy, process, transmit, and display such data solely to deliver and support the Platform services.

8.3. Data Protection & Privacy: Each party agrees to comply with applicable data protection legislation, including the Malaysian Personal Data Protection Act 2010 (PDPA). As between the parties, you are the data controller for your Buyer data and OrderCentra acts as a data processor on your instructions. You must publish a clear, legally compliant privacy policy on your customer-facing storefront.

8.4. Data Export & Deletion: You may export your workspace data at any time while your account remains active. Following termination, we may delete your data in accordance with our retention practices; permanent deletion is irreversible.

9. Indemnification & Limitation of Liability

9.1. Indemnification: You agree to indemnify, defend, and hold harmless Berqat Media Sdn. Bhd., its directors, officers, employees, and affiliates from and against any third-party claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• Your breach of this Agreement;
• Your products, services, listings, or customer fulfillment;
• Your violation of any applicable law, tax regulation, or third-party rights;
• Customer disputes, chargebacks, or warranty claims associated with your business.

9.2. Limitation of Liability: To the maximum extent permitted by applicable law, OrderCentra shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including loss of profits, revenue, data, or business goodwill. OrderCentra’s total aggregate liability arising out of or related to this Agreement shall not exceed the total subscription fees paid by you to OrderCentra in the three (3) months preceding the incident.

9.3. “As-Is” Disclaimer: The Platform is provided on an “as-is” and “as-available” basis without warranties of any kind, whether express, statutory, or implied, including warranties of merchantability, fitness for a particular purpose, or uninterrupted service.

10. Term & Termination

10.1. Term: This Agreement remains in effect from the date you register an account until terminated by either party.

10.2. Termination by Merchant: You may cancel your subscription and close your account at any time via the tenant dashboard settings. Cancellation takes effect at the end of the current paid billing cycle.

10.3. Termination by OrderCentra: We reserve the right to suspend or terminate your tenant account immediately without notice if:

• You violate any provision of these Terms or the Prohibited Uses policy;
• We detect severe fraud, chargeback risk, or illicit activity;
• Required by a court order, financial institution, or government regulator.

10.4. Effect of Termination: On termination, your right to access the Platform ceases immediately. Clauses 3, 5, 8, 9 and 11 survive termination, as does any accrued payment obligation.

11. Governing Law & Dispute Resolution

11.1. Governing Law: This Agreement is governed by and construed in accordance with the laws of Malaysia, without regard to conflict of law principles.

11.2. Jurisdiction: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Malaysia.

11.3. Amendments: We may update these Terms from time to time. Material changes will be notified to the email address registered to your account or surfaced in the tenant dashboard. The “Last Updated” date at the top of this page reflects the current version.

12. Contact Information

If you have questions regarding these Terms, please contact our compliance team:

Company

Berqat Media Sdn. Bhd.

Platform

OrderCentra

Website

https://ordercentra.com

Support Email

support@ordercentra.com

See also our Privacy Policy and Data Deletion pages.