Terms of service

1. The agreement

These terms of service ("Terms") are a binding agreement between you and Stelliora Tech Private Limited, a company incorporated under the Companies Act, 2013, with its registered office at Mumbai, Maharashtra, India ("Stelliora", "we", "us" or "our"). Stelliora owns and operates Vikrayo, available at https://www.vikrayo.com and its sub-domains (the "Services").

By creating an account, starting a trial, or using the Services, you accept these Terms and our privacy policy. If you do not agree, do not use the Services. These Terms are an electronic record under the Information Technology Act, 2000 and the rules made under it, and do not need a physical or digital signature.

Vikrayo is a business tool. You confirm that you are at least 18 years old, are competent to contract under the Indian Contract Act, 1872, and are using the Services for the purposes of a trade, business or profession and not as a consumer. If you accept these Terms on behalf of a company, firm or other organisation, you confirm that you are authorised to bind it, and "you" means that organisation.

2. Definitions

• "Merchant", "you" — the person or business that registers for the Services, together with anyone they give access to their account.
• "Store" — the online store, admin and related tools you set up and run using the Services.
• "Buyer" — anyone who browses, buys or interacts with your Store.
• "Merchant Content" — everything you or your staff upload, enter or import, including products, images, text, orders and customer records.
• "Plan" — the subscription plan you choose, as described on our pricing page.
• "Fees" — the subscription fees, platform transaction fees and any other charges payable to us for the Services.

3. What Vikrayo is, and is not

Vikrayo is software that lets you build and run your own online store. We provide the technology only. Specifically:

• You are the seller of record for everything sold through your Store. We are not a seller, a marketplace or a party to any sale, and we do not take title to, inspect, store or deliver any goods or services.
• You are solely responsible for your products and their descriptions, pricing, quality, safety, legality and delivery; for your own storefront terms, privacy notice, return, refund, cancellation and shipping policies; for issuing invoices; for collecting and paying GST and every other tax on your sales; and for complying with consumer protection law, including the Consumer Protection (E-Commerce) Rules, 2020, and any licences your business needs.
• Any complaint or dispute from a Buyer about an order is between you and that Buyer. We may, but are not obliged to, help resolve it.
• For information that you or your Buyers publish or transmit through the Services, we act as an intermediary under section 79 of the Information Technology Act, 2000, and we may remove or disable access to content as that law and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 require.

4. Your account

• Give accurate, complete account and business details and keep them up to date. We may ask you to verify your identity or business, including by providing GST, PAN or other documents, and may limit the Services until you do.
• You are responsible for everything done under your account, including anything your staff do with the access you give them.
• Keep your password and any API credentials confidential. Tell us promptly at support@vikrayo.com if you suspect unauthorised access. We are not liable for loss caused by credentials you failed to protect.
• One person or business may not create accounts to get around a suspension, a Plan limit or a free trial.

5. Plans, trials, fees and billing

• Plans. We currently offer the Starter and Growth Plans. The price, limits (such as products, staff accounts and locations) and platform transaction fee of each Plan are shown on our pricing page, which forms part of these Terms.
• Fair use. Limits described as "unlimited" are subject to fair use. Each is capped at the number stated on the pricing page, which we will raise on reasonable request. We may also limit usage that is excessive or abusive, or that affects the performance of the Services for others, after contacting you.
• Free trial. New Stores may be offered a free trial. At the end of the trial you must choose a paid Plan to keep using the Services; otherwise we may pause your Store. We may change or withdraw trials at any time, and a trial is available once per business.
• Promotional offers. We may run limited-time offers, such as a free period on a Plan. An offer applies only to Stores that sign up while it is available, is limited to one per business, has no cash value and cannot be transferred. We may end or change an offer for new sign-ups at any time without notice. When a free period ends, your Store continues on that Plan at the standard Fees then in force; we will remind you at least 14 days before, and you may cancel or change Plan before being charged. We may withdraw an offer from anyone who abuses it, including by opening more than one Store to extend it.
• Billing. Subscription Fees are billed in advance, monthly or yearly as you choose, and renew automatically at the end of each billing period until you cancel. Where a Plan includes a platform transaction fee, it is calculated on the value of online orders placed through your Store and billed in arrears. You authorise us and our payment partners to charge your chosen payment method for all Fees when due.
• Taxes. Stores in India pay Fees in Indian rupees; Stores elsewhere pay in US dollars. All Fees are exclusive of GST and other applicable taxes, which are charged in addition where they apply. We issue GST-compliant invoices to Stores in India; give us your GSTIN if you want to claim input tax credit. Any tax you are required to withhold must be grossed up or evidenced to us with a valid certificate.
• No refunds. Except where the law requires otherwise, Fees are non-refundable. There are no refunds or credits for partial billing periods, unused Plan features, downgrades or periods when your Store was not used.
• Price changes. We may change our Plans or Fees by giving you at least 30 days' notice by email or in the admin. The change applies from your next billing period after the notice ends. If you do not agree, you may cancel before then.
• Late payment. If a payment fails or an invoice is unpaid, we will notify you. If it remains unpaid 7 days after that notice, we may restrict or suspend your Store until all overdue amounts are paid. Overdue amounts remain payable after suspension or termination.
• Billing disputes. Raise any dispute about an invoice with billing@vikrayo.com within 30 days of the invoice date; after that it is treated as accepted.
• Your sales proceeds. Payments from your Buyers are collected by the payment gateway you connect and settled by that gateway directly to you. We do not collect, hold or settle your sales proceeds.

6. Third-party services

The Services let you connect third-party services such as payment gateways (for example Razorpay, Cashfree and Stripe), courier and shipping partners (for example Shiprocket, Delhivery and Xpressbees), email and domain providers. Your use of a third-party service is governed by your agreement with that provider, and any fees you owe them are between you and them. We pass data to a third-party service on your instruction, but we do not control it and are not responsible for its acts, omissions, availability, charges or security.

7. Your content and data

• You own your Merchant Content. You grant Stelliora a worldwide, non-exclusive, royalty-free licence, for as long as you use the Services and for any retention period described in these Terms, to host, store, copy, process, adapt, transmit and display Merchant Content as needed to provide, secure, support and improve the Services.
• You confirm that you have all the rights, licences and consents needed for your Merchant Content, and that it does not infringe anyone's rights or break any law.
• We may identify you as a Vikrayo customer, using your Store name and logo, on our website and in marketing material. You can ask us to stop at any time by writing to support@vikrayo.com.
• We may create aggregated and anonymised data about how the Services are used, which does not identify you, your Buyers or any individual, and use it for any lawful purpose, including analytics, benchmarking and improving the Services.
• We do not sell your Merchant Content or your Buyers' personal data, and we do not use your Buyers' personal data to market to them ourselves.

8. Our intellectual property

• The Services, including the software, themes, designs, documentation, the Vikrayo name and logo and all related intellectual property, belong to Stelliora or its licensors. Except for the rights expressly granted in these Terms, no rights are transferred to you.
• Subject to these Terms and payment of the Fees, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your own business during your subscription.
• You must not copy, modify, resell, sublicense or rent the Services; reverse engineer, decompile or try to extract their source code, except as the law expressly allows; scrape or bulk-download data other than your own; remove our notices; or use the Services or any information about them to build a competing product.
• If you send us feedback or suggestions, we may use them freely without any obligation to you.

9. Acceptable use

You must not use the Services to sell, offer or promote:

• anything that is illegal where you or your Buyers are, or that requires a licence you do not hold;
• narcotics, psychotropic substances, weapons, ammunition, explosives, or prescription medicines without the required licences;
• counterfeit goods, or goods or content that infringe anyone's intellectual property;
• sexually explicit material, gambling, betting, lotteries, or unregulated financial, investment or crypto-asset schemes;
• content that is defamatory, hateful, promotes violence, harms children, or is otherwise prohibited by rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

You also must not:

• send marketing messages to people who have not consented to receive them;
• mislead Buyers, including with false reviews, fake discounts or hidden charges;
• try to access another merchant's data, probe or test the security of the Services without our written permission, introduce malware, or overload or disrupt the Services;
• use the Services in any way that exposes Stelliora, other merchants or Buyers to legal, financial or reputational harm.

We may remove content, disable products or take the other steps in section 11 if we reasonably believe these rules have been broken.

10. Data protection

• For your own account information, Stelliora is the Data Fiduciary under the Digital Personal Data Protection Act, 2023, and our privacy policy applies.
• For your Buyers' personal data, you are the Data Fiduciary and Stelliora acts as your Data Processor. You are responsible for giving Buyers a privacy notice, having a lawful basis for processing their data, obtaining any consent required (including for marketing), and responding to their requests. We process Buyers' personal data only to provide the Services to you, on your instructions as expressed through your use of the Services.
• We maintain reasonable security safeguards, will notify you without undue delay if we become aware of a personal data breach affecting your Buyers' data, and will give you reasonable help in meeting your own obligations.
• To help you meet those obligations, your Store comes with a privacy policy template and the other store policies, a cookie consent banner, an optional age confirmation, and tools for Buyers to download their data and ask for it to be corrected or erased, which you answer from your admin. Using them, and reviewing the policies for your own business, is your responsibility.

11. Suspension and termination

• You may cancel your Plan at any time from your account or by writing to us. Cancellation takes effect at the end of your current paid billing period, and you will not be charged again.
• We may suspend or terminate your access, remove content, or close your Store, immediately and without prior notice, if: you seriously or repeatedly breach these Terms; we suspect fraud, illegal activity or a security risk; we are required to by law, a court or a government authority; or your conduct could harm Stelliora, other merchants or Buyers. In other cases we will give you notice and a reasonable opportunity to remedy the breach first.
• We may also end these Terms for convenience by giving you at least 30 days' notice, in which case we will refund any prepaid subscription Fees for the unused period.
• After your Store is closed, you may request an export of your Merchant Content for 30 days. After that we delete or anonymise your Buyers' personal data, your catalog and your other content. Your orders and invoices, which Indian tax and company law require you to keep, are kept on your behalf for 8 years after closing and are available to you on request; then they are deleted too. We may also keep records needed to resolve disputes and enforce these Terms.
• Sections that by their nature should survive termination, including those on Fees owed, your content licence to us for retained records, our intellectual property, disclaimers, limitation of liability, indemnity, confidentiality and disputes, survive.

12. Availability and changes to the service

• We work to keep the Services available and secure, but we do not guarantee that they will be uninterrupted, timely or error-free. Unless we have agreed a service level with you in writing, no uptime commitment applies. We may carry out scheduled or emergency maintenance.
• We continuously develop the Services and may add, change or remove features. If we remove a feature that is material to your Plan, we will give you reasonable notice.
• Features labelled beta, preview or early access are provided for evaluation, may change or be withdrawn at any time, and are provided without any warranty.
• You are responsible for keeping your own copies of Merchant Content you cannot afford to lose.

13. Disclaimers

To the fullest extent permitted by law, the Services are provided "as is" and "as available", without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. We do not promise that the Services will meet your requirements or produce any particular volume of sales or results. Tax, shipping and other calculations are tools to assist you; you remain responsible for checking that your tax rates, invoices and filings are correct.

14. Limitation of liability

• To the fullest extent permitted by law, Stelliora, its directors, employees and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary or punitive loss, or for any loss of profits, revenue, sales, business, goodwill, anticipated savings or data, however it arises and even if we were told it was possible.
• Our total aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees you actually paid to us in the 12 months immediately before the event giving rise to the claim.
• Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud.

15. Indemnity

You will defend, indemnify and hold harmless Stelliora, its directors, employees and affiliates from and against any claims, demands, proceedings, penalties, losses, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: your products, Store or Merchant Content; your sales and your dealings with Buyers; any tax, duty or levy on your sales; your breach of these Terms or of any law; or any third-party service you use with the Services.

16. Confidentiality

Each of us will keep confidential any non-public information received from the other that is marked confidential or would reasonably be understood to be confidential, use it only for the purposes of these Terms, and disclose it only to people who need to know it and are bound by similar duties, or where the law requires.

17. Force majeure

Neither of us is liable for delay or failure to perform caused by events beyond our reasonable control, such as natural disasters, epidemics, war, terrorism, riots, government action, power or internet failures, failures of hosting or third-party providers, or cyber-attacks. This does not excuse your obligation to pay Fees already due.

18. Governing law and disputes

• These Terms, and any dispute or claim arising out of or in connection with them or the Services, are governed by the laws of India.
• Before starting formal proceedings, the parties will try in good faith to resolve any dispute by negotiation for 30 days after one of them notifies the other of it in writing.
• Any dispute not resolved in that time will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement of the parties or, failing agreement, in accordance with that Act. The seat and venue of arbitration is Mumbai, Maharashtra, India, and the proceedings will be conducted in English. The award is final and binding on the parties.
• Subject to the arbitration clause, the courts at Mumbai, Maharashtra, India have exclusive jurisdiction, including for interim relief.

19. Changes to these terms

We may update these Terms from time to time. If a change is material, we will notify you by email or in the admin at least 30 days before it takes effect, unless the change is required sooner by law or to address a security risk. The version in force is always published on this page with its version date. By continuing to use the Services after a change takes effect, you accept the updated Terms; if you do not agree, you must stop using the Services and cancel your Plan before then.

20. Notices and grievances

We send notices to the email address on your account, and they are treated as received when sent. Legal notices to Stelliora must be sent to legal@vikrayo.com and to our registered office address above.

In accordance with the Information Technology Act, 2000 and the rules made under it, complaints about content on the Services or about these Terms may be sent to our grievance officer:

• Name: Sudhir Vishwakarma
• Email: privacy@vikrayo.com
• Address: Mumbai, Maharashtra, India

We acknowledge complaints within 24 hours and aim to resolve them within 15 days of receipt.

21. General

• These Terms, together with the privacy policy, the pricing page and any order form or written agreement we sign with you, are the entire agreement between us about the Services and replace any earlier understanding.
• You may not assign or transfer these Terms without our written consent. We may assign or transfer them, including to an affiliate or as part of a merger, acquisition or sale of assets, by notifying you.
• If any provision is found invalid or unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms remain in effect.
• A failure or delay in enforcing any right is not a waiver of it.
• Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between us.