Terms & Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between Skyora Solutions Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at Sunrise Mall, Office No. 4, First Floor, Sector-11, Vasundhara, Ghaziabad - 201012, Uttar Pradesh, India ("Skyora", "we", "us", or "our"), and the merchant, store owner, authorised store personnel, or business entity ("Merchant", "you", or "your") accessing or using:

• The Checkoutify Storefront Mobile Application (Android and iOS) ("App"); and/or
• The Checkoutify Storefront Web Panel, accessible at storefront.checkoutify.co ("Panel").

Together, the App and the Panel are referred to as the "Platform".

By downloading, installing, accessing, or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional policies, guidelines, or rules published by Skyora from time to time. If you do not agree, you must immediately cease use of the Platform and, where applicable, uninstall the App.

These Terms are governed by and must be read in accordance with the laws of India, including but not limited to the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, the Consumer Protection Act, 2019, and the Contract Act, 1872.

2. Eligibility and Authorised Use

The Platform is intended solely for use by:

• Business entities, retail merchants, and store owners who have been formally onboarded onto the Checkoutify platform by Skyora; and
• Authorised employees, managers, or store personnel acting on behalf of an onboarded merchant.

By using the Platform, you represent and warrant that:

• You are at least 18 years of age.
• You have the legal authority to bind the business entity on whose behalf you are acting.
• Your use of the Platform complies with all applicable Indian laws and regulations.
• You have obtained all necessary licences, registrations, and approvals required to operate your retail business, including but not limited to GST registration where applicable.

Skyora reserves the right to verify eligibility at any time and to suspend or terminate access if these requirements are not met.

3. Account Registration and Security

Access to the Platform requires the creation of a merchant account. You agree to:

• Provide accurate, complete, and current information during registration, including KYC documentation as required by Skyora.
• Maintain the confidentiality of your login credentials (username, password, and any OTP or token).
• Immediately notify Skyora at [email protected] if you become aware of any unauthorised access to your account.
• Accept full responsibility for all activity conducted through your account, whether authorised by you or not.

Skyora will not be liable for any loss or damage arising from your failure to maintain account security. Accounts are non-transferable. Sharing account credentials with unauthorised persons is a breach of these Terms.

4. Licence to Use the Platform

Subject to your compliance with these Terms, Skyora grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purpose of managing your store operations in connection with the Checkoutify ecosystem.

This licence does not include:

• The right to sublicense, resell, or distribute access to the Platform to any third party.
• The right to copy, modify, adapt, decompile, reverse-engineer, or create derivative works from the Platform or any part thereof.
• The right to use the Platform for any purpose other than legitimate merchant operations.

All rights not expressly granted herein are reserved by Skyora Solutions Private Limited.

5. Merchant Obligations and Acceptable Use

As a Merchant using the Platform, you agree to:

• Use the Platform only for lawful purposes and in a manner consistent with all applicable Indian laws and regulations.
• Ensure that all product information, pricing, inventory data, and business information uploaded to the Platform is accurate, current, and does not violate any third-party rights.
• Comply with all applicable GST obligations, including accurate reporting of tax amounts on transactions processed through the Platform.
• Maintain the physical security of devices on which the App is installed.
• Cooperate with Skyora's reasonable requests for information in connection with platform operations, compliance, or dispute resolution.

You must not:

• Use the Platform to upload or distribute malicious code, viruses, or any material that could disrupt or damage Skyora's systems.
• Attempt to gain unauthorised access to any part of the Platform, backend systems, or other merchants' accounts.
• Use the Platform to engage in fraudulent transactions, money laundering, or any other illegal activity.
• Misrepresent your identity, business, or product information on the Platform.
• Use the Platform in a manner that could damage Skyora's reputation or bring the Checkoutify brand into disrepute.

6. KYC, Onboarding, and Verification

Skyora is required to verify the identity and legitimacy of merchants before granting full access to the Platform. You agree to:

• Submit all KYC documents requested by Skyora, including but not limited to PAN card, GST certificate, business registration documents, bank account details, and identity proof.
• Ensure all documents submitted are genuine, unaltered, and current.
• Notify Skyora promptly of any changes to your business details, registration status, or banking information.

Skyora reserves the right to suspend, limit, or terminate your account if KYC verification is not completed, if submitted documents are found to be fraudulent, or if your business status changes in a manner that affects eligibility.

7. Payments, Transactions, and Settlements

7.1 Payment Processing

All consumer payments processed through the Checkoutify ecosystem are handled by Razorpay Software Private Limited, a duly licensed Payment Aggregator under the Reserve Bank of India's guidelines. Skyora does not directly handle, hold, or process consumer payment funds.

7.2 Merchant Settlements

Settlement of transaction amounts to merchants will be conducted in accordance with the settlement schedule and terms communicated to you during onboarding. Settlement amounts are subject to deduction of applicable platform fees, commissions, and GST as agreed.

7.3 GST Compliance

All commissions and service fees charged by Skyora are subject to Goods and Services Tax at the applicable rate (currently 18%). Merchants are responsible for their own GST compliance obligations in respect of sales made through the Platform.

7.4 Disputed Transactions

In the event of a disputed or erroneous transaction, you must raise the matter with Skyora within 7 business days of the transaction date by writing to [email protected]. Skyora will investigate and respond within a reasonable timeframe. Skyora's decision on disputed transactions, made in good faith, will be final for platform purposes.

8. Intellectual Property

All intellectual property rights in and to the Platform — including the software, code, design, interface, branding, trademarks, and content — are and shall remain the exclusive property of Skyora Solutions Private Limited and/or its licensors.

The CHECKOUTIFY name and brand are proprietary to Skyora. No right to use the Checkoutify name, logo, or branding is granted to you under these Terms for any purpose other than identifying your participation in the Checkoutify merchant network.

Any content uploaded by you to the Platform — including product images, descriptions, and pricing — remains your property. By uploading such content, you grant Skyora a non-exclusive, royalty-free licence to use, display, and process it solely for the purpose of operating the Platform and providing services to you.

9. Data Protection and Privacy

Skyora's collection and processing of personal data in connection with the Platform is governed by our Privacy Policy, which forms part of these Terms and is incorporated herein by reference.

You acknowledge that:

• Skyora acts as a Data Controller in respect of your KYC and business registration data.
• Skyora acts as a Data Processor in respect of end-consumer transaction data processed through the Platform on your behalf.
• You are responsible for ensuring that your use of consumer data accessed through the Platform complies with the DPDP Act, 2023, and all other applicable data protection laws.
• You must not use consumer data accessed through the Platform for any purpose other than your legitimate retail operations.

10. Confidentiality

You agree to keep confidential all non-public information disclosed to you by Skyora in connection with the Platform, including but not limited to technical specifications, pricing structures, platform logic, and business strategies. This obligation survives termination of your account.

Skyora will maintain the confidentiality of your business and KYC information in accordance with the Privacy Policy.

11. Limitation of Liability

To the maximum extent permitted by applicable Indian law:

• Skyora's total aggregate liability to you under or in connection with these Terms shall not exceed the total platform fees paid by you to Skyora in the three months immediately preceding the event giving rise to the claim.
• Skyora shall not be liable for any indirect, incidental, special, punitive, or consequential loss or damage, including loss of profit, loss of business, loss of data, or reputational harm, even if Skyora has been advised of the possibility of such damage.
• Skyora is not liable for losses arising from your failure to maintain account security, from third-party actions, from interruptions to internet or telecommunications services, or from events beyond Skyora's reasonable control.

Nothing in these Terms shall exclude or limit Skyora's liability for fraud, wilful misconduct, or any other liability that cannot be excluded under Indian law.

12. Platform Availability and Modifications

Skyora will use commercially reasonable efforts to ensure the Platform is available. However, we do not guarantee uninterrupted, error-free operation. The Platform may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our control.

Skyora reserves the right to modify, update, suspend, or discontinue any feature or component of the Platform at any time. Where practicable, Skyora will provide reasonable notice of material changes. Continued use of the Platform after any modification constitutes acceptance of the updated Terms.

13. Suspension and Termination

13.1 Termination by Skyora

Skyora may suspend or terminate your access to the Platform immediately and without prior notice if:

• You breach any provision of these Terms.
• Skyora reasonably suspects fraudulent, illegal, or abusive activity on your account.
• You fail to complete KYC requirements within the stipulated timeframe.
• Your business ceases to operate, becomes insolvent, or is deregistered.
• Regulatory or legal obligations require Skyora to do so.

13.2 Termination by Merchant

You may terminate your use of the Platform by providing written notice to [email protected]. Termination will take effect once all outstanding obligations — including any pending settlements, fee payments, and data return processes — have been completed.

13.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform ceases immediately.
• Skyora will process any pending settlements in accordance with its standard schedule.
• Your obligations in respect of confidentiality, data protection, and intellectual property survive termination.
• Skyora may retain your account and transaction data for the period required by applicable law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Skyora Solutions Private Limited, its directors, officers, employees, and agents from and against any claim, liability, loss, damage, cost, or expense (including reasonable legal fees) arising out of or in connection with:

• Your use of the Platform in breach of these Terms.
• Any content uploaded by you that infringes a third party's rights.
• Your violation of any applicable law or regulation.
• Any fraudulent, negligent, or wilful act or omission on your part.

15. Governing Law and Dispute Resolution

These Terms are governed by and shall be construed in accordance with the laws of India.

In the event of any dispute, claim, or controversy arising out of or in connection with these Terms or the Platform, the parties shall first attempt to resolve the matter through good-faith negotiation. If the dispute is not resolved within 30 days of written notice, it shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Gautam Buddha Nagar, Uttar Pradesh. The arbitration shall be conducted in English.

Subject to the arbitration clause above, the courts of Uttar Pradesh shall have exclusive jurisdiction over any matter arising under these Terms.

16. Notices

All formal notices to Skyora under these Terms shall be sent to:

Notices sent by email will be deemed received on the next business day following transmission, provided no delivery failure notification is received.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any onboarding agreement, constitute the entire agreement between you and Skyora in respect of the Platform and supersede all prior agreements, representations, or understandings.
• Severability: If any provision of these Terms is found to be unenforceable by a competent authority, the remaining provisions shall continue in full force and effect.
• No Waiver: Skyora's failure to enforce any provision of these Terms shall not constitute a waiver of its right to do so in the future.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without Skyora's prior written consent. Skyora may assign its rights to any successor entity or affiliate.
• Force Majeure: Skyora shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, government actions, internet or power outages, or pandemic-related disruptions.
• Language: These Terms are issued in English. In the event of a conflict between any translation and the English version, the English version shall prevail.

18. Contact and Grievance Redressal

For any queries, concerns, or grievances in respect of the Platform or these Terms, please contact:

Grievances will be acknowledged within 48 hours and resolved within 30 days of receipt, in accordance with the Information Technology Act, 2000.