Terms of Service

These Terms govern access to and use of Quenta’s SaaS platform, related modules, websites, subscriptions, support, and services.

1. Introduction and Acceptance

1.1 Electronic Acceptance, Clickwrap, and Records

By clicking "I agree," creating an account, activating a trial, subscribing to a plan, paying an invoice, signing an order form electronically, continuing to use the Service after notice of updated terms, or otherwise indicating assent electronically, the customer agrees that such electronic action constitutes acceptance of the applicable terms to the extent permitted by law.

Electronic records, checkout confirmations, billing confirmations, invoices, account logs, acceptance logs, cancellation records, support records, and payment-provider records may be used to evidence subscription details, consent, authorization, renewal, cancellation, payment activity, and customer communications.

These Main Terms of Service ("Main Terms") govern access to and use of Quenta, a cloud-based accounting, inventory, document-capture, financial command center, community, and business-operations platform for Philippine micro, small, and medium enterprises, accountants, bookkeepers, advisors, and related users (the "Service").

By creating an account, clicking "I agree," starting a free trial, subscribing, inviting users, accessing the Service, or continuing to use the Service after updated terms take effect, you agree to these Main Terms and all applicable supplemental terms.

2. Company Information

3. The Service

3.1 Payments and Fintech Boundaries

Quenta is a software-as-a-service provider. Quenta is not a bank, e-money issuer, wallet provider, remittance company, money service business, payment system operator, merchant acquirer, payment gateway, payment processor, lending company, financing company, virtual asset service provider, or custodian of customer funds.

Quenta may use third-party payment providers, such as Xendit and/or PayMongo, to process subscription fees, implementation fees, add-ons, overages, renewals, and other amounts payable to Quenta. Payment processing services are provided by those third-party providers under their own terms, policies, risk controls, compliance requirements, and availability.

3.2 No Custody, Settlement, or Transmission of Customer Funds

Unless expressly stated otherwise in a separate signed agreement supported by applicable licenses or provider arrangements, Quenta does not receive, hold, store, escrow, transmit, settle, or custody funds on behalf of customers, users, customers’ customers, suppliers, employees, contractors, or other third parties. Payments made through or in connection with the Service are processed by third-party payment providers, banks, wallets, card networks, or financial institutions.

Quenta’s receipt of subscription fees, implementation fees, add-on fees, or other charges for its own account does not make Quenta a money transmitter, remittance agent, wallet provider, payment institution, payment processor, merchant acquirer, or payment system operator.

3.3 No Lending, Financing, Credit, or Investment Services

3.4 Business Use and Non-Waivable Customer Rights

Quenta is designed primarily for business use by MSMEs, companies, sole proprietors, professionals, accountants, advisors, and business organizations. Some users or sole proprietors may have non-waivable rights under applicable consumer, internet transaction, electronic commerce, or other laws. Nothing in these Terms excludes rights, warranties, cancellation rights, refund rights, or remedies that cannot legally be waived.

Quenta does not provide loans, credit, cash advances, factoring, invoice financing, credit scoring, underwriting, deposit-taking, investment advice, financing recommendations, or regulated financial product advice. Cash-flow views, collection alerts, payment reminders, dashboards, and financial insights are informational only and do not constitute credit, lending, investment, financing, or regulated payment advice.

Quenta provides software tools for business records, invoicing, receivables, suppliers and bills, inventory, banking and cash flow, document capture, OCR, financial reporting, approvals, business insights, community participation, and related business workflows.

The Service is software only. Quenta helps users capture, organize, review, post, analyze, and manage business information. Quenta does not replace legally required recordkeeping, professional judgment, or user responsibility for accurate books and compliance.

4. Supplemental Terms

The following supplemental documents form part of the Quenta legal framework when published or made available: Privacy Policy, Data Processing Addendum, Subscription & Billing Terms, Acceptable Use Policy, Community Guidelines, Partner Terms, Implementation/SOW Terms, and Enterprise SLA.

If supplemental terms conflict with these Main Terms, the supplemental terms control for the specific feature, plan, program, service, or engagement to which they apply.

4.1 Order of Precedence

If there is a conflict among Quenta legal documents or commercial documents, the following order controls, unless a later signed written agreement expressly states otherwise: (1) a signed master services agreement or enterprise agreement; (2) a signed order form or statement of work; (3) the Data Processing Addendum, for personal data processing matters; (4) the Subscription & Billing Terms, for billing, payment, renewal, and plan-limit matters; (5) applicable supplemental terms, including Partner Terms, Community Guidelines, Acceptable Use Policy, or Enterprise SLA; (6) these Main Terms; (7) the Privacy Policy, for privacy notice purposes; and (8) website pages, marketing materials, screenshots, pricing illustrations, help articles, or product descriptions.

Website descriptions, sales decks, demos, proposals, screenshots, roadmap statements, pricing illustrations, emails, and informal statements do not override signed agreements or these Terms unless expressly incorporated by reference by an authorized Quenta representative.

5. Review-First Accounting Workflow

Quenta is designed around a review-first accounting workflow. OCR outputs, imported data, automated suggestions, draft entries, draft bills, draft invoices, tax indicators, inventory alerts, cash-flow indicators, and other system-generated outputs are not final accounting records until reviewed, approved, posted, or otherwise confirmed by an authorized user.

You are responsible for ensuring that only accurate, complete, properly classified, and properly reviewed information is posted to your books.

6. Not Professional Advice

Quenta is not an accountant, bookkeeper, auditor, lawyer, tax agent, financial advisor, investment advisor, payroll advisor, or employment advisor. The Service does not constitute accounting, tax, legal, financial, audit, payroll, employment, or regulatory advice.

You are solely responsible for the accuracy and completeness of the data you enter, upload, approve, post, export, or submit, and for reviewing all entries, computations, classifications, reports, filings, reminders, alerts, dashboards, and outputs before relying on them or submitting them to any government agency or third party.

7. OCR, AI, Automation, and System-Generated Outputs

The Service may include optical character recognition, automated extraction, automated classification, matching, dashboards, analytics, anomaly indicators, tax indicators, inventory alerts, cash-flow projections, reports, suggested journal entries, or other automated outputs.

These features are assistive tools only. Quenta does not guarantee that extracted text, amounts, dates, names, TINs, VAT amounts, withholding tax indicators, document types, reference numbers, account classifications, inventory quantities, reports, dashboards, projections, or recommendations are accurate, complete, timely, or appropriate for your circumstances.

You must review, validate, correct, and approve automated outputs before relying on them, posting them, or using them for accounting, tax, legal, financial, reporting, inventory, payroll, or business purposes.

8. BIR, Tax, and Compliance Information

BIR deadlines, tax reminders, VAT indicators, withholding tax indicators, income tax indicators, filing reminders, compliance checklists, reports, and other compliance-related information are provided for convenience and general information only. They may not reflect all taxpayer classifications, exemptions, deadlines, extensions, weekends, holidays, BIR issuances, local requirements, or facts applicable to your business.

You remain responsible for confirming all filing deadlines, tax obligations, supporting documents, and regulatory requirements with the BIR, your accountant, your tax advisor, or other qualified professional.

8.1 No Tax Agent, Filing Agent, or Government Representative

Quenta is not a tax agent, tax filing agent, accredited tax software provider, Certified Public Accountant, tax counsel, government filing representative, authorized BIR representative, or government filing service for the customer unless expressly stated in a separate signed agreement and supported by applicable registration, accreditation, authority, or power of attorney.

Use of the Service does not appoint Quenta to prepare, sign, file, amend, submit, pay, remit, defend, protest, or respond to any tax return, tax form, tax payment, tax refund, tax audit, tax assessment, tax investigation, or government submission on behalf of the customer.

8.2 “BIR-Ready” and Similar Descriptions

References to “BIR-ready,” “tax-ready,” “compliance-ready,” “filing-ready,” or similar terms mean that the Service may help organize, summarize, export, or prepare information for user review. These descriptions do not mean that Quenta is BIR-accredited, BIR-certified, BIR-approved, or guaranteed to satisfy all BIR requirements unless Quenta expressly identifies the specific accreditation, certification, or approval in writing.

8.3 Customer Tax Classification and Configuration Responsibility

Customers are responsible for determining and maintaining their correct VAT, non-VAT, percentage tax, withholding tax, income tax, payroll tax, and other tax registrations, taxpayer classifications, filing frequencies, exemptions, and reporting obligations. Quenta may provide fields, settings, labels, computations, reports, templates, reminders, or configuration tools, but the customer is responsible for selecting the correct settings and verifying the outputs.

Customers are responsible for correctly configuring VAT status, tax rates, withholding tax rates, tax codes, account mappings, customer and supplier classifications, product and service classifications, exemptions, zero-rated or VAT-exempt treatment, invoice numbering, branch settings, reporting periods, and related tax settings. Incorrect configuration may produce incorrect postings, invoices, receipts, reports, computations, tax summaries, or financial statements.

8.4 Draft Tax Reports, Forms, Schedules, and Exports

Tax summaries, VAT reports, withholding reports, BIR form data, sales listings, purchase listings, alphalist support, DAT files, CSV exports, journal reports, ledgers, schedules, and other tax-related outputs are draft aids for review unless expressly stated otherwise. The customer is responsible for reviewing, reconciling, correcting, approving, signing, filing, remitting, issuing, and retaining the final versions of all tax returns, schedules, reports, attachments, certificates, books, and supporting documents.

Quenta does not guarantee that any expense, input tax, withholding tax, deduction, depreciation, inventory cost, payroll cost, bad debt, discount, credit memo, debit memo, or other item is deductible, creditable, allowable, reportable, taxable, exempt, zero-rated, or correctly classified for tax purposes.

8.5 Invoices, Receipts, Books, E-Invoicing, and BIR System Requirements

Customers are responsible for ensuring that invoices, receipts, billing statements, collection receipts, official receipts, sales invoices, credit memos, debit memos, vouchers, and other documents generated, printed, exported, or sent through Quenta comply with applicable tax, invoicing, receipting, numbering, formatting, authority-to-print, electronic invoicing, electronic receipting, recordkeeping, and BIR requirements.

Use of Quenta does not automatically register the customer’s books of accounts, accounting system, invoices, receipts, or electronic records with the BIR. Customers are responsible for registering books of accounts, securing any required authority to print or issue invoices or receipts, registering computerized books or systems where required, and complying with applicable BIR procedures.

Unless expressly stated in a signed agreement or official Quenta certification, Quenta does not guarantee that the Service qualifies as, replaces, or satisfies any BIR electronic invoicing, electronic receipting, Computerized Accounting System, Computerized Books of Accounts, eSales, eFPS, eBIRForms, or other electronic tax system requirement.

8.6 BIR Deadlines, Tax Law Changes, and Philippine Focus

BIR deadlines, tax calendars, filing reminders, tax alerts, and compliance notices shown in Quenta are for convenience only and may not reflect all holidays, extensions, issuances, taxpayer classifications, amended deadlines, local requirements, government system outages, relief measures, or facts applicable to the customer. The customer remains responsible for checking official BIR issuances, the BIR website, its Revenue District Office, its accountant, or its tax advisor before relying on any deadline or reminder.

Tax laws, rules, rates, forms, deadlines, thresholds, interpretations, and government systems may change. Quenta may update the Service from time to time, but does not guarantee that all tax changes will be reflected immediately or that historical configurations will be automatically corrected.

Unless expressly stated otherwise, Quenta is designed primarily for Philippine MSME business operations and does not guarantee compliance with non-Philippine tax, invoicing, payroll, accounting, or regulatory requirements.

8.7 Source Documents, Audit, and Assessment Support

Customers are responsible for retaining original source documents, official invoices, receipts, proof of payment, contracts, payroll records, tax certificates, books, ledgers, schedules, and other supporting documents required by law, even if copies are uploaded to Quenta.

Quenta does not represent or defend customers in tax audits, assessments, investigations, refund claims, protests, reconsiderations, reinvestigations, compromise applications, or other proceedings unless expressly agreed in a separate signed agreement. Customers are responsible for responding to tax authorities and supporting their own tax positions.

8.8 Payroll Tax and Government Contribution Features

If payroll features are made available, payroll computations, withholding on compensation, fringe benefit indicators, government contribution summaries, alphalist support, payslips, leave balances, and related outputs are provided as tools for review only. Customers remain responsible for verifying employee classification, compensation, taxable and non-taxable benefits, withholding tax, government contributions, final pay, labor-law compliance, and all required filings and remittances.

9. Financial Command Center and Business Insights

Dashboards, alerts, forecasts, cash-flow views, margin indicators, inventory alerts, sales-target tracking, branch comparisons, collection-risk indicators, supplier-payment indicators, anomaly flags, and other Financial Command Center outputs are informational only.

These outputs depend on the accuracy, completeness, timing, and configuration of the data available in the Service. Quenta does not guarantee business results, financial performance, profitability, cash availability, tax outcomes, collection outcomes, inventory availability, or forecast accuracy.

10. Eligibility, Authority, and Accounts

You must be at least 18 years old and authorized to act for the business, company, partnership, sole proprietorship, branch, or organization you represent. By using the Service for an entity, you represent that you have authority to bind that entity to these terms.

You are responsible for keeping login credentials, verification codes, invite links, and account access secure, and for all activity under your account and company workspace.

10.1 Contracting Entity and Customer Authority

The contracting entity is Quenta Technologies Inc., a Philippine domestic stock corporation. If you use the Service on behalf of a company, sole proprietorship, partnership, branch, organization, or other entity, you represent that you have authority to bind that entity and that the entity is responsible for all activity, fees, users, and data under the account.

If the person accepting these terms does not have authority to bind the entity, that person is personally responsible for unauthorized use, misrepresentation, and resulting charges, losses, or claims to the extent permitted by law.

10.2 Independent Contractor Relationship

The parties are independent contractors. Nothing in these terms creates a partnership, joint venture, employment, agency, fiduciary, franchise, government filing agency, tax agency, legal agency, or representative relationship between Quenta and any customer, user, partner, accountant, advisor, or implementation client.

11. Company Owners, Administrators, and Invited Users

Company owners and administrators are responsible for inviting only authorized users, assigning proper roles, permissions, and branch access, removing users who should no longer have access, and reviewing user activity.

Invited users must complete required account setup and verification before accessing a company workspace. An invitation does not automatically create active access unless required setup, verification, and acceptance steps are completed.

12. Subscriptions, Pricing, and Billing

Subscriptions, free trials, launch pricing, annual discounts, add-ons, plan limits, failed payments, taxes, cancellation, and refunds are governed by the Subscription & Billing Terms. Plan details may be updated on the Quenta pricing page or in an applicable order form.

12.1 Order Forms and Commercial Commitments

An order form may specify the customer entity, plan, subscription term, fees, billing cycle, user limits, branch limits, document limits, implementation scope, support level, SLA, renewal terms, and any special terms. If an order form is signed by both parties, it forms part of the agreement. If no order form is signed, the online plan, checkout flow, invoice, account confirmation, or applicable pricing page controls the subscription details.

Any special discount, waiver, implementation commitment, service level, data migration scope, custom feature obligation, refund, credit, or exception must be stated in a signed order form, signed SOW, or written approval by an authorized Quenta representative to be binding.

12.2 Enterprise Order Forms, Affiliates, and Procurement Documents

Enterprise customers may be subject to additional Enterprise Contracting Terms, Order Forms, SOWs, DPAs, security review terms, or SLAs. Unless expressly stated in a signed agreement, Enterprise access is limited to the named customer entity, covered branches, authorized company accounts, and usage limits identified in the applicable plan or Order Form.

Customer purchase orders, procurement portal terms, vendor onboarding forms, supplier terms, payment instructions, or administrative documents do not modify these Terms, an Order Form, SOW, DPA, SLA, invoice, or other Quenta document unless expressly signed by an authorized Quenta representative.

13. Your Data and Recordkeeping

As between you and Quenta, you own the business data you enter, upload, import, create, or store in the Service ("Your Data"). You grant Quenta a limited license to host, process, store, transmit, display, back up, secure, analyze, and use Your Data as necessary to provide, maintain, secure, support, improve, and develop the Service.

You are responsible for maintaining original source documents, official receipts, invoices, bills, vouchers, proof of payment, books, tax records, payroll records, inventory records, contracts, permits, and other business records required by law. Quenta is not a substitute for legally required recordkeeping unless expressly stated in a separate written agreement.

13.1 Customer Privacy Responsibilities

Customer represents and warrants that it has provided all required privacy notices and obtained all required consents, authorizations, employment notices, contractual permissions, or other lawful bases before uploading, importing, sharing, or processing personal data through Quenta. This includes personal data of customers, suppliers, employees, contractors, payees, accountants, advisors, and other persons whose data may appear in invoices, receipts, vouchers, bills, payroll records, payment records, tax records, uploaded documents, OCR text, comments, approvals, or audit trails.

Customer is responsible for configuring user roles, permissions, branch access, accountant/advisor access, and invited-user access according to the minimum access needed for each user’s role. Customer is also responsible for promptly removing users who should no longer have access.

13.2 Uploaded Documents and OCR Data

When users upload or capture receipts, invoices, bills, statements, vouchers, proof of payment, payroll documents, or other source documents, Quenta may process the original file, file metadata, thumbnails, extracted text, OCR confidence scores, reviewed fields, corrections, document type, vendor/customer/payee matches, tax indicators, and posting status. Uploaded documents and OCR data may contain personal data or sensitive personal information. Customer is responsible for ensuring it has the authority and lawful basis to upload and process such documents in Quenta.

14. Availability and Third-Party Services

14.1 Payment Provider Dependency

Payment features, payment links, checkout flows, subscriptions, recurring payments, card payments, e-wallet payments, QR payments, direct debit, payouts, refunds, chargebacks, settlement statuses, webhooks, callbacks, and reconciliation data may depend on third-party payment providers and payment networks. Quenta does not control provider approval, rejection, suspension, payout timing, reserve requirements, transaction limits, chargeback handling, risk decisions, bank processing, wallet processing, card network processing, or provider availability.

Quenta is not liable for payment-provider delays, failed payments, rejected transactions, disabled payment methods, payout holds, settlement delays, chargebacks, reversals, webhook delays, provider outages, risk reviews, compliance reviews, or other provider-controlled events, except to the extent directly caused by Quenta’s own breach of these Terms.

The Service is provided on an "as is" and "as available" basis. Quenta does not guarantee uninterrupted, error-free, real-time, secure, or continuously available operation.

The Service may depend on third-party providers for hosting, storage, email, SMS, payments, OCR, analytics, authentication, integrations, security, monitoring, or other services. Quenta is not responsible for third-party outages, delays, errors, rejected payments, failed notifications, provider decisions, or third-party incidents except to the extent required by law.

15. Intellectual Property

The Service, including its software, source code, object code, design, workflows, interface, branding, templates, documentation, content, dashboards, automation logic, OCR workflows, data models, and other materials, is owned by Quenta or its licensors and protected by law. These terms grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Service while your subscription or authorized access is active.

15.1 Quenta Technology

“Quenta Technology” means the Service and all related software, source code, object code, interfaces, screens, user experiences, workflows, designs, dashboards, charts, templates, reports, documentation, automation logic, OCR workflows, field-extraction methods, parsing logic, review workflows, posting flows, data models, database structures, APIs, analytics, business rules, accounting workflows, inventory intelligence, Financial Command Center logic, know-how, implementation methods, improvements, and other technology developed, owned, licensed, operated, or used by Quenta, excluding Customer Data.

15.2 Reservation of Rights and No Implied License

Except for the limited right to access and use the Service during an active subscription or other authorized access period, Quenta grants no ownership interest, assignment, transfer, or implied license in Quenta Technology, intellectual property, trade names, trademarks, logos, workflows, algorithms, models, templates, documentation, confidential information, or proprietary materials. All rights not expressly granted are reserved by Quenta and its licensors.

15.3 Customer Data and Quenta Improvements

Customer retains ownership of Customer Data. Quenta retains ownership of Quenta Technology, including improvements, enhancements, configurations, generalized learnings, aggregated insights, de-identified patterns, templates, methods, error corrections, system improvements, and know-how developed from operating, supporting, securing, and improving the Service, provided these do not disclose identifiable Customer Data.

15.4 Service Improvement and Learning Data

Quenta may use usage data, system logs, correction patterns, field-mapping corrections, review actions, document-type corrections, vendor/payee alias confirmations, layout patterns, error reports, security events, performance data, and aggregated or de-identified information to operate, secure, maintain, troubleshoot, improve, and develop the Service, including OCR, automation, analytics, fraud prevention, accounting workflows, and product reliability.

Quenta will not use identifiable Customer Data to train or improve externally available models except as permitted by the Privacy Policy, Data Processing Addendum, customer configuration, customer instruction, consent, or applicable law.

15.5 Trademarks and Brand Use

Quenta, the Quenta logo, product names, service names, designs, slogans, screenshots, and related brand assets are trademarks, trade names, service marks, or proprietary brand assets of Quenta. You may not use Quenta’s name, logo, screenshots, product images, branding, or marks in advertising, marketing, press releases, websites, training materials, partner materials, or public statements without Quenta’s prior written consent, except as allowed by written brand guidelines or a signed agreement.

Quenta may identify a customer as a customer only with the customer’s consent or as otherwise stated in an order form or written agreement.

15.6 Open-Source and Third-Party Technology

The Service may include or depend on open-source software, third-party software, APIs, SDKs, libraries, hosting services, payment providers, OCR providers, communication providers, monitoring tools, and other third-party technology. Such components may be subject to separate terms, licenses, notices, or restrictions. Nothing in these Terms limits rights granted under applicable open-source licenses.

15.7 APIs, Integrations, and Developer Access

If Quenta provides APIs, webhooks, integration credentials, tokens, sandbox access, developer tools, partner integration access, or related documentation, such access is limited, revocable, non-exclusive, and subject to usage limits, rate limits, security requirements, documentation, and any applicable developer or API terms. Quenta may suspend or revoke integration access for security risk, misuse, excessive load, legal risk, credential compromise, or violation of documentation or rate limits.

You are responsible for integrations, credentials, API keys, third-party applications, and data flows you authorize.

15.8 Security Research and Vulnerability Disclosure

You may not conduct penetration testing, vulnerability scanning, load testing, automated security testing, scraping, credential testing, or similar activity against the Service without Quenta’s prior written authorization. If you discover a vulnerability, you must report it responsibly to Quenta, must not exploit it, access data that is not yours, disrupt the Service, publicly disclose it before remediation, or violate applicable law.

15.9 Templates, Reports, Guides, and Educational Materials

Quenta may provide templates, guides, checklists, sample reports, educational content, implementation materials, documentation, community resources, and similar materials. These are licensed for the customer’s internal business use only and may not be resold, republished, redistributed, extracted, or used to create competing materials, services, or training programs without Quenta’s prior written consent.

16. Marketing Site, Screenshots, Examples, and Roadmap

16.1 Service Descriptions, Feature Availability, and Roadmap Statements

Quenta may describe features, modules, roadmap items, screenshots, previews, demos, beta features, or future capabilities on its website or marketing materials. Unless included in the customer's active plan, order form, or signed agreement, those descriptions do not guarantee that a feature is available, included, uninterrupted, free, permanent, or suitable for the customer's specific needs.

16.2 Marketing Claims and General Product Descriptions

Statements such as "BIR-ready," "tax-ready," "ERP-style," "AI-powered," "automated," "compliance-ready," "real-time," "insight," "command center," or similar descriptions are intended to describe product capabilities at a general level. They do not guarantee legal, tax, accounting, regulatory, operational, financial, or business outcomes unless expressly stated in a signed agreement.

16.3 Fair Presentation of Material Terms

Quenta will endeavor to present material subscription, pricing, renewal, cancellation, refund, feature, and plan-limit information in a clear and understandable manner. Quenta does not intend to use deceptive checkout flows, hidden material charges, misleading countdowns, disguised advertisements, forced continuity terms, or confusing cancellation paths.

Marketing pages, website descriptions, screenshots, examples, sample dashboards, demo data, pricing illustrations, and roadmap references are provided for general information. Your actual access depends on your subscription plan, order form, account configuration, feature availability, usage limits, implementation status, and applicable law.

17. Limitation of Liability

To the maximum extent permitted by law, Quenta will not be liable for indirect, incidental, consequential, special, exemplary, punitive, moral, nominal, or similar damages; lost profits; lost revenue; lost business opportunity; business interruption; loss of goodwill; loss of anticipated savings; loss of data; tax penalties; regulatory penalties; accounting errors; missed deadlines; failed filings; chargebacks; payment reversals; supplier disputes; payroll disputes; customer collection failures; or decisions made based on reports, OCR output, automation, dashboards, or insights.

To the maximum extent permitted by law, Quenta's total aggregate liability for all claims will not exceed the amounts paid by the customer to Quenta for the affected Service during the three (3) months immediately before the event giving rise to the claim, or another amount stated in a signed order form.

For service interruptions, the customer's exclusive remedy is any service credit expressly provided in a signed SLA, if applicable. For billing errors, the customer's exclusive remedy is correction of the billing error, refund or credit of overcharged amounts, or adjustment of the account, as determined by Quenta in good faith and subject to applicable law. For implementation defects, the customer's exclusive remedy is correction of the nonconforming deliverable within a reasonable time, unless the SOW states otherwise.

To the maximum extent permitted by law, Quenta is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost business, business interruption, loss of goodwill, loss of expected savings, tax penalties, accounting misstatements, filing errors, missed deadlines, inventory losses, cash-flow decisions, collection failures, or business decisions arising from or related to your use of the Service.

To the maximum extent permitted by law, Quenta’s total liability for any claim is limited to the amount you paid Quenta for the Service in the 12 months before the claim. For free trial, beta, pilot, preview, or unpaid use, Quenta’s total liability is limited to PHP 1,000 or the minimum amount permitted by law. Nothing in these terms limits liability that cannot be limited under Philippine law.

18. Indemnity

You agree to defend, indemnify, and hold harmless Quenta, its founders, directors, officers, employees, contractors, service providers, affiliates, and agents from claims, damages, liabilities, penalties, losses, costs, and expenses arising from or related to Your Data, your use or misuse of the Service, breach of terms, violation of law, failure to obtain rights or consents, accounting/tax/payroll/inventory/regulatory decisions, disputes with third parties, Community content, or reliance on unreviewed outputs.

Customer further agrees to indemnify Quenta for claims, penalties, assessments, surcharges, interest, damages, losses, costs, or expenses arising from customer’s tax filings, tax positions, tax classifications, tax payments, withholding decisions, VAT or non-VAT treatment, invoices or receipts, payroll tax treatment, government submissions, or failure to maintain supporting documents.

19. Suspension, Termination, and Data Export

Quenta may suspend, restrict, or terminate access for breach, unpaid fees, payment failure, chargebacks, inability to verify identity or billing method, legal/security/privacy/operational risk, usage exceeding limits, misuse, or legal/regulatory/provider requirements.

You are responsible for exporting or backing up Your Data before cancellation, termination, plan downgrade, deletion, or loss of access. After termination, Quenta may retain data for a limited period for export, legal compliance, dispute resolution, fraud prevention, enforcement, and backups.

19.1 Non-Payment, Suspension, and Continuing Obligations

Suspension, restriction, downgrade, or disabling of features does not terminate the agreement and does not relieve the customer of payment obligations already incurred. If access is suspended for non-payment, Quenta may provide limited access or export options for Customer Data where legally required or commercially reasonable, but Quenta is not obligated to continue providing paid features, OCR processing, analytics, support, implementation work, or integrations during suspension.

Quenta may provide a discretionary grace period, but any grace period does not waive Quenta’s right to enforce payment terms, suspend access, terminate access, or collect unpaid amounts.

20. Governing Law, Venue, Notices, and Contact

These terms are governed by the laws of the Republic of the Philippines. Unless otherwise required by law or agreed in writing, disputes are subject to the exclusive jurisdiction of the competent courts of the Philippines.

Quenta may send notices by email, in-app notification, account dashboard, website posting, or other reasonable method. Contact Quenta at inquire@quenta.ph.

20.1 Dispute Escalation

Before filing a court action, the parties will attempt in good faith to resolve disputes through written notice and management-level discussion for at least thirty (30) days. This requirement does not apply to claims involving non-payment, unauthorized access, misuse of intellectual property, confidentiality breaches, data security threats, injunctions, or urgent equitable relief.

20.2 Contract Mechanics

These terms and the applicable supplemental terms constitute the entire agreement between Quenta and the customer for the Service, except for signed order forms, SOWs, enterprise agreements, or other signed written agreements. If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Provisions that by their nature should survive termination survive, including payment obligations, confidentiality, intellectual property, data export/retention, disclaimers, limitation of liability, indemnity, dispute resolution, and governing law.

Customer may not assign or transfer its rights or obligations without Quenta’s prior written consent. Quenta may assign or transfer the agreement in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, change of control, or transfer to an affiliate or successor, provided customer rights are not materially reduced.

Quenta is not liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, labor issues, internet or telecommunications failures, third-party provider failures, payment-provider interruptions, cloud-provider outages, cyberattacks, government action, changes in law, war, civil unrest, or other force majeure events.

20.3 Electronic Records and Amendments

You agree that electronic records, click acceptance, account activity, in-app notices, emails, invoices, system logs, and digitally stored transaction records may be used to evidence acceptance, instructions, notices, activity, billing, and usage relating to the Service, subject to applicable law.

Except for updates to online terms made according to these terms, any amendment, waiver, discount, special commitment, custom feature obligation, SLA, refund, credit, or exception must be in writing and approved by an authorized Quenta representative.

20.4 No Exclusivity, Most-Favored Pricing, or Informal Commitments

Unless expressly agreed in a signed written agreement, nothing in these terms gives any customer, partner, accountant, advisor, reseller, or implementation client exclusive rights, territory rights, market rights, most-favored pricing, special pricing protection, or any right to future features, discounts, or roadmap delivery.

20.5 Publicity and Support Scope

20.6 Customer Complaints and Redress Process

20.7 Electronic Records, Audit Logs, and Acceptance Evidence

Quenta may maintain records of account creation, login activity, clickwrap acceptance, checkbox acceptance, order confirmation, subscription activation, trial activation, billing authorization, payment-provider records, account changes, cancellation attempts, support tickets, audit logs, IP address, device/browser information, timestamps, and user actions.

Customer agrees that these electronic records may be used to evidence account activity, acceptance of terms, subscription details, billing authorization, plan usage, notices, approvals, cancellations, data changes, access, imports, exports, postings, deletions, configuration changes, and other relevant events, subject to applicable law.

Quenta's audit logs, timestamps, user activity records, approval records, system records, and transaction histories may be used to evidence user actions, approvals, edits, deletions, postings, imports, exports, access, configuration changes, and other account activity. Customer is responsible for maintaining accurate user roles and permissions.

20.8 Litigation Hold and Records Preservation

If Quenta reasonably believes that Customer Data, logs, communications, billing records, documents, audit trails, or account records may be relevant to a dispute, investigation, claim, chargeback, legal proceeding, regulatory inquiry, fraud review, security incident, or enforcement of these Terms, Quenta may preserve relevant records for as long as reasonably necessary, even if the account is suspended, terminated, or subject to a deletion request, to the extent permitted by law.

20.9 Notice of Dispute and Management Escalation

Before filing any claim, the complaining party must send a written notice of dispute to the other party describing the nature of the dispute, the relevant account, the facts, the requested resolution, and supporting documents. The parties will attempt in good faith to resolve the dispute through management-level discussion for thirty (30) days after receipt of the notice.

This pre-filing process does not apply to claims involving non-payment, misuse of intellectual property, confidentiality breaches, data security threats, unauthorized access, fraud, chargebacks, unlawful activity, urgent injunctive relief, or claims that would be time-barred if not immediately filed.

20.10 Limitation Period and Customer Duty to Mitigate

To the maximum extent permitted by law, any claim arising out of or relating to the Service, these Terms, billing, subscriptions, implementation services, support, data processing, or customer use must be brought within one (1) year after the event giving rise to the claim, or the shortest period permitted by applicable law if a one-year period is not enforceable. This limitation does not limit Quenta's claims for unpaid fees, misuse of intellectual property, confidentiality breaches, fraud, or urgent equitable relief.

Customer must take reasonable steps to avoid, reduce, and mitigate losses, including reviewing outputs before use, backing up important records, correcting inaccurate configurations, reconciling payment and bank records, responding to Quenta requests, maintaining access controls, preserving source documents, and consulting appropriate accountants, tax advisors, lawyers, or other professionals where needed.

20.11 Customer Review, Reliance, and Output Responsibility

Customer acknowledges that Quenta outputs, including OCR data, journal entries, invoices, reports, dashboards, financial insights, inventory records, tax summaries, billing records, payroll-related outputs, payment records, and automation results, must be reviewed by the customer or its authorized professionals before use, filing, issuance, payment, reliance, or business decision-making.

Customer is responsible for decisions made based on use of the Service and for the consequences of failing to review, reconcile, correct, approve, or reject system-generated outputs.

20.12 Injunctive Relief, Enforcement Costs, and Third-Party Losses

Customer acknowledges that unauthorized access, misuse of Quenta Technology, infringement of intellectual property, disclosure of confidential information, scraping, reverse engineering, security testing, unlawful use, or misuse of payment features may cause irreparable harm. Quenta may seek injunctive, equitable, or urgent relief without completing the dispute-escalation process and without limiting other remedies.

If Quenta is required to enforce these Terms, collect unpaid amounts, respond to improper chargebacks, address misuse, or defend against claims arising from customer breach, customer must reimburse Quenta for reasonable attorney's fees, collection costs, court costs, investigation costs, and enforcement expenses to the extent permitted by law.

Quenta is not responsible for losses, delays, errors, downtime, reversals, failed payments, failed messages, settlement delays, OCR errors, data sync issues, or service interruptions caused by third-party providers, banks, payment providers, card networks, wallets, cloud providers, internet providers, devices, browsers, customer systems, or other systems outside Quenta's reasonable control.

20.13 No Admission by Support, Courtesy Credits, or Accommodations

Any support response, troubleshooting assistance, goodwill credit, courtesy refund, service extension, workaround, apology, or accommodation does not constitute an admission of fault, liability, breach, or waiver of Quenta's rights.

Customers may raise billing, subscription, cancellation, refund, access, or service concerns by contacting Quenta at inquire@quenta.ph or through any support channel designated by Quenta. Customers should provide the account email, company name, invoice or transaction reference, issue description, and supporting screenshots or documents.

Quenta will review complaints in good faith and may request verification before making account, billing, refund, cancellation, security, or access changes. Nothing in these Terms prevents a customer from exercising non-waivable rights under applicable law.

Quenta may not publicly use Customer’s name, logo, or testimonial without Customer’s consent, unless the customer has publicly identified itself as a Quenta user or the applicable order form permits such use.

Support is limited to the support level included in the customer’s plan or order form. Support does not include accounting advice, tax advice, legal advice, bookkeeping cleanup, data reconciliation, custom development, third-party troubleshooting, device support, internet connectivity issues, or customer-side training unless expressly included in the plan or SOW.

Quenta Technologies Inc. · SEC Reg. No. 2026020237348-66 · TIN 010-999-041-000 · 30F Tower 2 RCBC Plaza, Ayala Avenue, Makati City 1209, Philippines · inquire@quenta.ph