Terms of Service

Last updated: 23 October 2026

These Terms of Service (“Terms”) govern your access to and use of the Ordina platform and related services (the “Service”) provided by Ordina Ltd (“Ordina,” “we,” “us,” or “our”), a company based in Lagos, Nigeria. By creating an account, accepting these Terms, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you used Ordina before 14 October 2026, these changes apply to you from 13 November 2026.

1. Who these Terms apply to

Businesses: the person or organisation that creates an Ordina account to run its business on Ordina (“you”), and the team members it invites. Most of these Terms are about businesses.
Customers: people who use a business’s Ordina page, chat, phone line or other channel to ask questions, book, order or pay. Section 15 explains what applies to you.
Partners: people and organisations we invite to refer businesses to Ordina. The Partner Program Terms apply to them in addition to these Terms.

Our Privacy Policy explains how we handle personal information, and our Messaging Policy explains the messages we send on behalf of businesses.

2. The Service

Ordina gives businesses an AI “Secretary” that talks with their customers, answers questions, takes bookings and orders, and collects payments, together with the tools around it. Depending on your plan, the Service includes:

the Secretary on your public business page and booking form, in a chat widget you can embed on your own website, and on WhatsApp, Instagram, Messenger, Telegram, email and phone lines;
a page builder, a product and service catalogue (including digital products delivered after purchase), forms, reviews, staff calendars and multiple locations;
notifications and reminders, follow-ups, and email broadcasts and automations to your own customers;
online payments from your customers and payouts to you;
your own Secretary in the dashboard, including Live Mode, where you talk to it by voice;
Secretary phone lines, and use past your plan’s monthly allowance, paid for from a prepaid usage balance (section 11);
integrations with Google Calendar, Google Sheets, Shopify and WooCommerce, an Ordina app for Shopify, and developer tools (an API, webhooks, connected actions and a connection for AI assistants);
team accounts, a public business directory, insights and analytics, and a mobile app.

You review the conversations, bookings, orders and leads the Secretary produces. We may add, change or remove features. If we remove a feature you pay for, we will tell you in advance where we reasonably can.

You must be at least 18 years old and able to form a binding contract. If you accept these Terms for an organisation, you confirm you are authorised to bind it.
You sign in with a one-time code sent to your email address (or, for the Ordina app for Shopify, through Shopify). We do not use passwords. You can turn on two-step sign-in with an authenticator app, and you are responsible for keeping your email account and any authenticator secure.
When you accept these Terms, we record which version you accepted and when.
You are responsible for the accuracy of the information you provide and for all activity under your account. On plans that include a team, you can invite team members and remove them at any time. Team members can see and act on your messages, appointments, orders, reviews and store, and you are responsible for what they do.
We may decline, suspend or remove access to the Service or any feature, as section 18 explains.

4. Acceptable use

You agree not to:

use the Service for anything unlawful, fraudulent, deceptive or harmful, or to sell goods or services that are illegal where you or your customers are;
send spam or unsolicited messages, message people who have opted out, or break any communications, marketing or anti-spam law, including through broadcasts, automations and follow-ups;
impersonate any person or business, or set up the Secretary to claim it is a person or to deny that it is an AI;
upload content that infringes anyone’s rights or breaks the law;
try to gain unauthorised access to the Service, other accounts or our systems, or to make the Secretary reveal other businesses’ or customers’ information;
try to manipulate or misuse the Secretary, the API, or the connection for AI assistants (for example with instructions hidden in content), get around rate limits, or place undue load on the Service;
point webhooks or connected actions at systems you do not own or have no right to use;
reverse engineer or resell the Service except as the law allows.

5. Your content and your customers

You keep ownership of the content and data you submit (“Your Content”), including information about your business and your customers. You give us a limited licence to host, process and use Your Content to provide, secure and improve the Service. For your customers’ personal information, we act on your instructions, as our Privacy Policy explains.

You are responsible for having a lawful basis, including any consent the law requires, to collect your customers’ information and to contact them through the Service, and for complying with the data protection, consumer and marketing laws that apply to your business. Our Merchant Data Compliance Agreement sets out these responsibilities, the data protection law and authority you are bound by, and what Ordina does as your processor. It forms part of these Terms.

Where you add knowledge sources (text you enter, documents you upload, or website addresses you provide), you confirm you have the right to use that content, and you authorise us to extract, store and process its text, including through the AI providers named in our Privacy Policy, so your Secretary can answer questions.

Your business page is public. Reviews customers leave are published on it only after you approve them, with the name the customer gave, and may appear in search results. If you are on a paid plan, your business is also listed in the public Ordina directory by default, with a link to your page; you can turn the listing off in your dashboard at any time. Do not put anything on your page that you do not want to be public.

For digital products, you supply the download link. Ordina does not host the files: we send the link to the buyer once the order is paid (or straight away if the item is free), and the link stays as you set it. You are responsible for the file and for keeping the link working.

6. The AI Secretary

The Secretary is an artificial intelligence. When it talks with your customers, it introduces itself as your business’s Secretary, says it is an AI whenever it is asked, and never claims to be a person. You must not present it as a person.

AI can make mistakes. The Secretary works from the information you give it, but it can misunderstand a request, give an incomplete or wrong answer, or describe something inaccurately. You are responsible for the information you provide, for checking the conversations, bookings and orders it produces, and for what your business offers and promises. A booking or order exists only once it is confirmed in your dashboard.

Where the Service drafts text for you, such as your business page, your knowledge base or a message to a customer, it is a draft. You decide what to publish or send, and you are responsible for it. Your own Secretary in the dashboard asks you to confirm before it takes an action that cannot be undone.

7. Messages to your customers

On your behalf, the Service sends your customers messages about their bookings and orders by WhatsApp, SMS and email: confirmations, reminders, status updates (for example check-in, completion with a review link, or a missed or cancelled appointment with a link to book again), digital product links, and answers you give to their questions. You can also send follow-ups, such as a reminder to book again, and on the Business plan, email broadcasts and automations to your customers.

Every message the Service sends honours opt-outs. Someone who replies STOP stops receiving SMS and WhatsApp messages from the number they replied to (see the Messaging Policy), and someone who unsubscribes from your emails stops receiving your broadcasts, automations and follow-ups, while confirmations and reminders for their bookings still arrive by email. You are responsible for the content of your broadcasts and follow-ups, for having a lawful basis to send them, and for meeting any duties that apply to marketing messages where your customers are. Sending limits apply. Our Messaging Policy has the details.

8. Business verification and the verified badge

Businesses on paid plans can apply to be “verified.” When we display a verified badge, it means only that we reviewed a business-registration document and details the business submitted and confirmed, at a point in time, that the business appears to exist under that name. Verification is a limited document check: it is not an endorsement, certification or guarantee of the business’s legitimacy, quality, safety, lawfulness or conduct, and it does not mean we have audited the business or its services. Business verification is separate from the identity verification needed for online payments (section 9).

Choosing to deal with any business on Ordina, verified or not, is your own decision. We may grant, decline, suspend or revoke verification, including if information is inaccurate or outdated, or the business no longer meets our requirements. Documents submitted for verification are handled as described in our Privacy Policy.

9. Online payments and payouts

Who can take online payments

To take online payments from your customers you need a paid plan, a business email address, and a verified identity: an identity check with a liveness step through our verification provider, followed by a review by our team. Until then, and for any item you have not switched to online payment, customers pay you at the venue.

Our role

When a customer pays you online through Ordina, Ordina collects the payment through one of our payment providers (Bachs or Flutterwave) as your limited agent for that purpose, and your share is passed to the payout account you connected. For payments processed by Bachs, Ordina is the merchant of record on the transaction. A customer’s successful payment through Ordina counts as payment to you. The sale itself, and the contract for your service or goods, is between you and your customer: Ordina is not the seller and is not a party to that contract. Ordina is not a bank and does not take deposits.

Fees

Ordina does not charge any fee on payments. It takes no commission from the payments you collect and adds nothing of its own to your customer’s total; your plan is the only thing you pay Ordina. The payment providers charge their own fees, which are handled as follows:

Payments through Bachs: your customer pays your price plus Bachs’ own fees: its processing fee (shown as a separate line at checkout), the fee it charges to pay the money out to you, and a small amount it requires on every charge (at most NGN 5, or USD 0.50 on US dollar payments). These are Bachs’ charges; Ordina charges none of them and keeps none of them. You receive your listed price.
Businesses paid out by Bachs outside Nigeria: your customers are charged in US dollars: your price converted at Bachs’ rate at checkout, plus the amounts above. The money is converted again when it is paid out, so what you receive can differ slightly from your listed price as exchange rates move.
Naira payments through Flutterwave: your customer pays a processing fee of 2% of the price, capped at NGN 2,000, on top of your price, to cover Flutterwave’s fee.
Other currencies through Flutterwave: nothing is added to your customer’s total, and Flutterwave’s fee is deducted from what you receive.

Receipts show any processing fee as a separate line. Small differences from rounding, taxes on providers’ fees or exchange rates are yours to absorb. If we introduce a commission, we will give you notice first and show it before it applies to any payment.

Payouts

Depending on your country, payouts are made by Bachs or Flutterwave, to a bank account or, where available, a mobile money account, and the provider may ask you for further details. With Bachs, each sale is normally paid out to you shortly after it settles, once your balance reaches the provider’s small minimum. With Flutterwave, sales settle on Flutterwave’s schedule, usually the next business day. If a payout fails, we retry it and may hold it for review. Payouts, settlement timing and any holds are also subject to the payment and verification providers’ requirements and terms, which you agree to.

Refunds and chargebacks

Refunds to your customers are your decision under your own policies. Ordina does not issue refunds: if you refund a customer, you make the refund yourself, and you can record it in your dashboard. Cancelling a booking or order in Ordina does not refund the customer. You are responsible for refunds, disputes and chargebacks on your sales. If a payment provider charges Ordina for a refund, dispute or chargeback on a payment we collected for you, you agree to repay that amount to us. Our Refund Policy explains how your customers ask about a refund.

10. Plans, trials and billing

Plans and prices

The Service is offered on paid plans, billed monthly or yearly. Your plan is priced in the currency for your business’s region, and the price and any discount are shown before you pay. Some payment providers add their own processing fee at checkout, so the amount charged can be slightly higher than the plan price; the checkout tells you when this applies. Renewals are priced in your current region’s currency at the price at the time, so if you change your region, your next renewal is in the new currency. We may change prices with reasonable notice before your next renewal.

Free trial

Each business gets one free trial, currently 7 days. It starts automatically when you set up your account and does not need a card. If you have not chosen a paid plan when it ends, your account pauses. Some offers and codes start a trial with a card instead: your card is then charged the full plan price when the trial ends, unless you cancel before then.

Renewal

If you subscribe through Bachs or a Flutterwave payment plan, or pay with a card that is saved for renewals, your plan renews automatically at the end of each period until you cancel, and you authorise those renewal charges. We record your agreement when you pay.
Otherwise you renew from Billing when your plan is due, or up to 14 days before. Renewing early extends your plan from the end of the current period.
For plans renewed from a saved card and plans you renew yourself, we email you about three days before the renewal date. Bachs and Flutterwave payment plans renew on the provider’s schedule.

Failed payments and paused accounts

If a renewal payment fails or is not made, you have 5 days to pay before your account pauses. While it is paused, your booking page and Secretary stop taking new conversations, bookings and orders; appointments already confirmed stay in place, nothing is deleted, and you can still use billing, appointments, your profile and settings. Choosing a plan restores the account.

Cancelling and changing plan

You can cancel from Billing. Cancellation takes effect at the end of the current period, and you keep access until then. On Bachs, an upgrade applies straight away, with the provider’s adjustment for the unused part of your period, and a downgrade takes effect at your next renewal. Other plan changes go through checkout, and the checkout shows whether any unused time is carried over. Features of the higher plan stop when a downgrade takes effect.

Discount codes

A percentage or fixed discount applies to your first payment only; the plan then renews at the full price. Each business can use a code once and hold one code at a time, and an applied code is held for 24 hours. A small minimum charge applies after a discount. A code that covers a whole period starts your plan with no charge, and that plan does not renew by itself. Codes may be limited to new customers, plans, billing periods, numbers of uses or dates, and we may refuse a code that is misused. A partner’s code takes at most 50% off your first payment, and a free trial from a partner’s code lasts at most 30 days.

Billing through Shopify

If you install the Ordina app from Shopify and do not already pay Ordina directly, your plan is billed by Shopify through Shopify’s billing, on the Business plan in US dollars, with a free trial if your business has never had a paid plan. Charges appear on your Shopify invoice and follow Shopify’s terms. To cancel, remove the Ordina app from your store.

Refunds and suspended accounts

Except where the law requires otherwise, plan fees are non-refundable. We never charge an account that is suspended or deleted. Our Refund Policy explains how to ask about a charge made in error.

11. Phone lines and the usage balance

The usage balance is a prepaid balance that you top up in your dashboard. It pays for Secretary phone lines and calls, for Secretary conversations past your plan’s monthly allowance, and for WhatsApp template messages sent to your customers. The smallest top up is shown when you top up. The balance is in US dollars, or in naira for businesses in Nigeria.
Your plan includes a number of Secretary conversations each month, shown on the pricing page and in Billing. The count starts again on the 1st of each month (UTC), and unused conversations do not carry over. How a conversation is counted is explained in our Help Center. A conversation on WhatsApp counts as two conversations toward the allowance, because WhatsApp charges per message. Messages your Secretary sends to you are never counted or charged.
Past the allowance, each new conversation is charged to your usage balance once, at the price for its channel at the time. If the balance cannot pay for it, or your monthly spend cap has been reached, your Secretary does not answer that new conversation: the customer gets a short reply saying you will get back to them, with a link to your booking form or shop where you offer one, and every message they send reaches you. Conversations already open carry on until they end. A top up, or a higher spend cap, brings your Secretary back from the next message.
WhatsApp template messages to your customers (such as booking confirmations, reminders and order delivery messages) are charged to your usage balance when they are sent. If the balance cannot pay for one, or your spend cap has been reached, we send the same message another way where we can (as a normal WhatsApp message while the customer’s reply window is open, or by email), and otherwise it is not sent.
You can set an optional monthly spend cap. Once this month’s spending from your balance reaches it, conversations past your allowance and WhatsApp templates are no longer paid from it until the month ends or you raise the cap. The cap does not stop phone calls.
Each line has a monthly fee and a per-minute rate. Both are shown before you buy the line and stay fixed for that line. Every started minute of a call is billed. Calls may be limited in length, and the Secretary answers only while your balance covers at least one minute.
Plans that include call minutes use them before your balance. Included minutes reset on the 1st of each month (UTC) and do not carry over. The line’s monthly fee always comes from your balance.
A line’s monthly fee renews from your balance. If the balance will not cover it, we warn you about three days before. If it is still not covered, the line is suspended, and 14 days after suspension it is released and the number may not be recoverable.
Buying a number in some countries requires identity and supporting documents, which go to our phone provider (Twilio) to check.
The usage balance is not refundable and cannot be withdrawn or transferred, except that a failed line purchase is credited back to your balance, and except where the law requires otherwise. Unused balance is not refunded when you delete your account.

12. Integrations and developer tools

When you connect another service (such as Google Calendar, Google Sheets, Shopify, WooCommerce, Instagram, Messenger, WhatsApp or Telegram), you authorise us to exchange data with it as our Privacy Policy describes, and your use of it is also subject to that service’s own terms. You can disconnect at any time.

Developer tools (API keys, webhooks, connected actions, and connecting an AI assistant to your account) send your business’s data, including customer details, to the endpoints and assistants you choose. You are responsible for those endpoints and assistants, for keeping your keys secret, and for what happens to the data once it reaches them.

13. Partner Program

Ordina runs an invite-only Partner Program for people and organisations who refer businesses to Ordina. If you are a partner, the Partner Program Terms apply to your participation, in addition to these Terms. A partner earns a share of the plan fees a business it referred pays to Ordina, as the Partner Program Terms set out; Ordina pays that share, and it does not change what you pay. If a partner referred your business, that partner can see limited information about your subscription, as our Privacy Policy explains, and never your contact details.

14. Third-party services

The Service relies on third parties, including AI providers (Google, Anthropic, Cerebras, OpenRouter and Deepgram), messaging providers (Twilio, Meta and Telegram), email providers (ZeptoMail by Zoho, and Resend), payment and payout providers (Bachs, Flutterwave and, for the Shopify app, Shopify), verification providers (Dojah, and Twilio for phone numbers), hosting providers, and the integrations you connect. Our Privacy Policy lists them and what each receives. Some of their terms apply to you when you use the features they provide, and we are not responsible for services we do not control.

15. If you are a customer of a business on Ordina

If you chat, call, book, order or pay through a business’s Ordina page, chat, phone line or other channel, the following applies to you.

Your agreement is with the business. The business is responsible for its services, goods, prices, availability and policies, and for your booking or order. Ordina provides the software the business uses and, for online payments, collects your payment on the business’s behalf.
You are talking to an AI. The Secretary is an AI acting for the business. It tells you it is an AI whenever you ask, and it never claims to be a person. Its answers can be wrong, so check anything important, such as a price or time, with the business. A booking or order is made only when you receive its confirmation.
Messages. By booking or ordering, you agree to receive confirmations, reminders and updates about it by WhatsApp and/or SMS, and by email if you give an address. Reply STOP to stop SMS and WhatsApp messages. See our Messaging Policy.
Payments and refunds. Any processing fee is shown before you pay. Cancellations and refunds are decided by the business under its own policies, so contact the business about them. Our Refund Policy explains what to do if a payment went wrong.
Reviews. If you leave a review, the business may publish it on its page with the name you gave.
Fair use. Use the Secretary for genuine enquiries, and do not try to misuse it or obtain other people’s information.

Our Privacy Policy explains how your information is handled. Nothing in these Terms affects the rights you have under the consumer laws of the country you live in.

16. Intellectual property

The Service, including its software, design and trademarks, is owned by Ordina and its licensors and is protected by intellectual property laws. These Terms do not give you any rights in our intellectual property except the limited right to use the Service. If you send us feedback, we may use it without obligation to you.

17. Availability and preview features

We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. Features offered during a beta or “preview” period are provided as they are and may change or be withdrawn.

18. Suspension, termination and account deletion

We may suspend or close your account, or stop you using a feature, if you breach these Terms, if we reasonably suspect fraud or abuse, if the law requires it, or to protect the Service, your customers or other users. Where it is appropriate and lawful, we will tell you why. While an account is suspended, its owner cannot sign in, its booking page is paused, and it is not charged.

You can delete your account at any time from Settings, after downloading your data there if you want a copy. Deletion is immediate and permanent. It cancels any future charges with our payment providers, releases your phone lines, and deletes your business’s data and stored files, except the records our Privacy Policy says we keep, such as payment records and Partner Program records that the law or the Partner Program requires us to keep. Unused usage balance is not refunded.

When your account ends, your right to use the Service ends. The sections on payments owed, refunds and chargebacks, disclaimers, limitation of liability, indemnification and governing law continue to apply.

19. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT ANSWERS, DRAFTS OR OTHER OUTPUT GENERATED BY AI WILL BE ACCURATE OR COMPLETE.

20. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ORDINA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW.

21. Indemnification

You agree to indemnify and hold Ordina harmless from claims, damages and expenses arising from Your Content, your business and its dealings with your customers (including refunds, disputes and chargebacks), the messages you send through the Service, your use of the Service, or your breach of these Terms or the law.

22. Governing law

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to its conflict-of-laws rules. Disputes will be subject to the exclusive jurisdiction of the courts of Nigeria, unless the law of the country where you live requires otherwise. If you are a consumer, you keep the protection of the mandatory laws of the country where you live.

23. Changes to these Terms

We may update these Terms. We will post the updated version here and revise the “Last updated” date above. Before a material change takes effect, we will give business users reasonable notice by email or in the dashboard, unless the change is needed sooner for legal, security or abuse reasons. If you keep using the Service after a change takes effect, you accept the updated Terms; if you do not agree, you can stop using the Service and delete your account.

24. Contact us

Questions about these Terms? Contact us at help@useordina.com. Ordina Ltd is based in Lagos, Nigeria.