e-Kirana Desktop — Shop Owner Agreement

Version 1.2 · October 2026 · Applies from the date you accept it

Summary (for convenience only — not part of the Agreement)

• You own your shop data. Most of it is stored on your own computer, not on our servers.
• Backups are your responsibility. We give you backup tools; you need to turn them on and check them. We are not responsible for lost data, or for losses when our online services are down.
• Your customers' and riders' information is yours to look after. We handle it only to run the features you use, and on the terms in Schedule 3.
• We don't sell your data, and we don't use your customers' details to market to them ourselves.
• This is a business contract. You take e-Kirana for your shop's business, so this is an agreement between two businesses, not a consumer purchase.
• Annual plan, paid in advance, no automatic renewal. GST is added at checkout.
• The app needs to go online at least once every 7 days, and some updates are required.
• Our software and how it works are confidential. Don't copy it, take it apart or share how it works.
• When your subscription ends, the app locks until you renew. Export your records before then. Your data stays on your computer.
• Your shop's web addresses (on myekirana.com and buy-kirana.com) belong to us. You have permission to use them while you subscribe; they never become yours, and we keep them for you for at least 30 days after. Your shop name stays yours.
• Liability is limited to what you paid us in the last 12 months.
• Support: email support is included. Phone support, remote help and onboarding come with the optional AMC.
• Disputes: talk to us first, then mediation, then arbitration in Mysuru.

1. About this Agreement

1.1 The parties. This Agreement is between:
(a) S3Agents, a sole proprietorship firm with GSTIN 29JITPS6954R1ZE, whose principal place of business is 449, Railway Layout, Bogadi, Mysuru, Karnataka 570026, India ("e-Kirana", "we", "us", "our"); and
(b) the person or business that signs up to use e-Kirana Desktop ("you", "your").

1.2 What it covers. This Agreement covers the e-Kirana Desktop application and the online features connected to it (together, the "Service").

1.3 The documents that make up the Agreement.
(a) this document;
(b) Schedule 1 (Service and Support);
(c) Schedule 2 (Plans, Fees and Refunds);
(d) Schedule 3 (Data Processing Terms);
(e) Schedule 4 (Annual Maintenance Contract), which applies only if you buy the AMC; and
(f) the order details shown to you when you buy or upgrade a plan, or buy the AMC.

If they conflict: the order details govern price and plan; Schedule 3 governs personal data of your customers, riders, suppliers and staff; and otherwise this document governs.

1.4 The Privacy Notice is separate. Our Privacy Notice for Shop Owners explains how we use personal data about you and asks for your consent. It is not a term of this Agreement, and your consent under it is given separately.

1.5 How you accept. You accept this Agreement by ticking the acceptance box and selecting "I agree" in the app or on our website. By accepting, you confirm that:
(a) you are at least 18 years old;
(b) you are taking and using the Service for your shop's business (clause 1.7); and
(c) if you are accepting for a business (for example a company, partnership or a family business), you are authorised to bind that business, and "you" means that business.

1.6 Electronic contract and your copy. This Agreement is made electronically. When you accept, we keep a record of the version you accepted, the date and time, and the account used. Every version is published on our website, and you can ask us at any time for a copy of the version you accepted.

1.7 A contract between businesses. You take the Service for your shop, a business you run to earn money, and you will use it only for that business. That is a commercial purpose: this Agreement is a contract between two businesses, and you do not obtain the Service as a consumer, for personal or household use. You confirm that this is true when you accept. This clause does not take away any right that the law does not allow a contract to remove (clause 17.4).

2. Meaning of key words

• "App" means the e-Kirana Desktop software installed on your computer, including updates.
• "Online Features" means features that work through our online systems, including sign-in and subscription checks, your online shop and customer ordering pages, customer accounts, order relay, delivery management and live delivery tracking, payment confirmation through the e-Kirana Companion phone app, product catalogue look-ups, maps and address look-ups, product photo publishing, updates, backup connections, and support and diagnostics.
• "Shop Data" means all data that you or your staff enter into the Service, or that your customers, riders or suppliers provide through the Service for your shop. Examples are products, prices, stock, bills, invoices, orders, customer and supplier records, credit (udhaar) ledgers and delivery records.
• "Shop Personal Data" means the part of Shop Data that is personal data about individuals, such as your customers, riders, supplier contacts and staff.
• "Your Devices" means the computers and phones on which you or your staff use the Service.
• "Our Technology" means the App, the Online Features and everything behind them: software, code, designs, interfaces, databases (including the shared product catalogue), documentation and know-how.
• "Subscription Period" means each period of access you have paid for.
• "personal data", "Data Fiduciary", "Data Processor", "Data Principal" and "personal data breach" have the meanings given in the Digital Personal Data Protection Act, 2023.

3. The Service

3.1 What we provide. Schedule 1 describes the Service and the support we provide.

3.2 The App works mainly on your computer. Most Shop Data is stored on your computer, not on our servers. Some information passes through, or is kept for a limited time on, our online systems so that Online Features can work. Schedule 3 and the Privacy Notice describe this.

3.3 Internet connection. Billing and most in-shop work continue without the internet. Online Features need an internet connection. The App must reach our systems at least once every 7 days to check for required updates. If it cannot for 7 days in a row, the App shows a warning and then stops working until it reconnects.

3.4 One online connection per shop. Your shop's Online Features connect through one computer at a time. If the App goes online on another computer for the same shop, that computer takes over the online connection.

3.5 Changes to the Service. We keep improving the Service and may add, change or remove features. If we remove or materially reduce a main feature of your plan during a Subscription Period you have paid for:
(a) we will give you at least 30 days' notice, unless the change is urgently needed for security or by law; and
(b) you may end this Agreement and receive a refund of the fees for the unused part of that Subscription Period.

3.6 Updates.
(a) Optional updates. You choose when to install optional updates.
(b) Required updates. We may mark an update as required where it is needed to fix a security problem, protect data, keep Online Features working, or comply with law. A required update may download and install automatically, and the App may not work until it is installed.
(c) Minimum version. We may set a minimum version of the App. A version below it stops working until it is updated.

3.7 How the App behaves on your computer. So that customers can reach your shop online while you are open, the App by default:
(a) starts when Windows starts;
(b) keeps your computer awake while your shop is open online; and
(c) keeps running in the system tray when you close its window.
You can stop the App starting with Windows in Windows Settings → Apps → Startup. The App keeps your computer awake only while your shop is open for online orders; closing your shop lets the computer sleep.

3.8 Services you connect from other providers. You may connect services provided by others. Examples are your Google account (for sign-in and Drive backup), your WhatsApp Business account, your courier or shipping account, payment apps, and map links. These services:
(a) are provided under their own terms;
(b) receive the Shop Data needed for the connection, which you instruct us to send when you connect them; and
(c) are not our responsibility, including their availability, changes and charges.
You may disconnect them at any time.

3.9 Support and AMC.
(a) Email support is included. Every plan includes email support, as described in Schedule 1.
(b) The AMC is an optional extra. An Annual Maintenance Contract (AMC) is a paid add-on that adds phone support, remote desktop support and onboarding help, as described in Schedule 4.
(c) Without the AMC. If you don't buy the AMC, you get email support only.

4. Your licence to use the Service

4.1 Licence. While you have a paid Subscription Period and comply with this Agreement, we give you a limited, non-exclusive, non-transferable licence to:
(a) install and use the App on Your Devices; and
(b) use the Online Features,
only to run the shop or shops covered by your plan. You cannot sublicense these rights.

4.2 Your staff. Your employees and staff may use the Service for your shop. You are responsible for what they do with it.

4.3 Ownership. We and our licensors own Our Technology. The App is licensed to you, not sold. You get no rights other than those this Agreement expressly gives. "e-Kirana" and our logos are our trade marks.

4.4 What you must not do. You must not do, or allow anyone else to do, any of the following:
(a) Copy or change the App. Copy, modify, translate, or make derivative works of the App, except as applicable law permits.
(b) Take the App apart. Reverse engineer, decompile, disassemble, decrypt or de-obfuscate the App, or otherwise try to work out the source code, internal structure, algorithms, interfaces or data formats of Our Technology. This does not apply to the extent that applicable law (including section 52 of the Copyright Act, 1957) expressly allows it despite this restriction. Even then, you must first ask us in writing for the information you need.
(c) Use other routes into our systems. Use the Online Features except through the App or other interfaces we provide. Test, scan, probe or monitor our servers or interfaces, or use bots or scripts to extract data from them.
(d) Get around controls. Bypass, disable or interfere with sign-in, subscription checks, update requirements, usage limits or security features.
(e) Pass the Service on. Sell, rent, lease or sublicense the Service, share your account, run the Service as a bureau for others, or let anyone outside your business use your account.
(f) Extract our content. Copy or extract the shared product catalogue or other content we provide, beyond normal use for your own shop.
(g) Help a competitor. Use the Service, or information about how it works, to build, train or improve a competing product.
(h) Remove notices. Remove or change ownership or licence notices.
(i) Misuse the Service. Upload malicious code, or use the Service unlawfully, fraudulently, or in a way that harms others or our systems.
(j) Publish how it works. Publish or share security test results, benchmarks, or descriptions of how the Service works internally, except under clause 4.6.

4.5 Open-source parts. Some parts of the App are open-source software under their own licences, which are included in the App's installation folder. Nothing in this Agreement limits your rights under those licences.

4.6 Reporting security problems. If you find a security weakness:
(a) report it to support@ekirana.org;
(b) do not use it beyond what is needed to report it; and
(c) do not disclose it publicly until we have had a reasonable time to fix it (at least 90 days).
A good-faith report under this clause is not a breach of clause 4.4.

5. Confidentiality

5.1 Our confidential information. Our confidential information is all non-public information about Our Technology and our business that you receive or can access. It includes:
(a) how the Service is designed, built, hosted, secured and operated;
(b) software code in any form;
(c) internal interfaces, server addresses, keys, tokens and credentials;
(d) data formats;
(e) product plans and non-public pricing; and
(f) anything we share with you during support, troubleshooting or early-access programmes.

5.2 Your confidential information. Your confidential information is your Shop Data and non-public information about your business, such as your sales, prices, margins, customers and suppliers.

5.3 What each of us must do. Each of us will:
(a) use the other's confidential information only for this Agreement;
(b) share it only with its own staff, advisers and (for us) service providers who need to know it and are bound by confidentiality duties at least as strict as these; and
(c) protect it with at least reasonable care.

5.4 Exceptions. These duties do not apply to information that:
(a) is or becomes public without breach of this Agreement;
(b) the receiving party already knew lawfully;
(c) the receiving party develops independently; or
(d) the receiving party receives lawfully from someone else who owes no duty of confidentiality.
Either of us may disclose information where law, a court or a regulator requires it. Where lawful, the disclosing party will tell the other first and disclose only what is required.

5.5 How long this lasts. These duties last during this Agreement and for five years after it ends. For source code and trade secrets, they last for as long as the information stays confidential.

5.6 We need not disclose how the Service is built. Nothing in this Agreement requires us to give you source code, design documents, security configurations, supplier contracts or details of our internal systems. Where law requires us to give you information, we will give what the law requires in a form that does not put the security of the Service or our other customers at risk. Examples are answering a request about your personal data, or helping you meet your duties as a Data Fiduciary.

5.7 Remedies. A breach of this clause or clause 4.4 may cause harm that money cannot fully repair. The affected party may seek an injunction or other court order in addition to any other remedy.

6. Your data

6.1 You own your Shop Data. Between you and us, you own all Shop Data. We do not claim ownership of it.

6.2 The permission you give us. You allow us to host, copy, transmit, display and process Shop Data only to:
(a) provide, secure and support the Service for you;
(b) carry out what you choose in the App's settings and features, such as publishing your online shop, sending orders to your shop, and showing delivery status to your customers;
(c) prevent fraud, misuse and security incidents; and
(d) comply with law.
This permission is non-exclusive, free of charge and worldwide. It lasts during this Agreement and afterwards only for as long as clause 15.6 and Schedule 3 allow.

6.3 What you publish. Customers and the public can see the information you choose to publish through the Service. This includes your shop name, address, opening hours, logo, location on a map, product listings, prices and photos. You choose which details your public shop card shows. If we add a shop search for customers in future, your shop will appear in it only if you switch it on, and the search will not show your phone number or UPI ID.

6.4 The shared product catalogue. When you scan or enter a barcode that is not yet in our shared product catalogue, we may look the product up with product-data providers. We may then add the product's details to the catalogue for all e-Kirana shops. These details are its name, brand, size, barcode and picture. We never add your prices, stock, sales, or customer or supplier information to the catalogue.

6.5 Photos and content you upload. You confirm that you have the right to use the photos, logos and other content you upload. We use them only to show them where you choose, such as on your online shop. We do not add your own photos to the shared catalogue without your permission.

6.6 Service Data. We collect technical information about how the App and Online Features are working ("Service Data"). Examples are app version, device type, errors, performance, connection status and counts of feature use. We use Service Data to operate, secure, support and improve the Service. We do not use Shop Personal Data to improve the Service, except to diagnose and fix faults. Our Privacy Notice explains how we treat Service Data that relates to you as an individual. We may also create and use aggregated, de-identified information that does not identify you, your shop or any individual, for any lawful purpose. We will not sell Shop Data, and we will not use your customers' personal data to market to them ourselves.

6.7 Your computer and your backups. Shop Data mainly lives on Your Devices, so you are responsible for:
(a) keeping Your Devices secure. This includes a Windows sign-in password, up-to-date Windows and security software, device encryption where your computer offers it, and physical security;
(b) controlling who uses Your Devices and the App; and
(c) keeping regular backups. We provide backup tools, including optional backup to your own Google Drive. You are responsible for turning them on, checking that backups complete, and keeping your Google account secure.
Backups are your sole responsibility. Keeping backups of your Shop Data, and checking that they work, is solely your responsibility. We are not liable for any loss, corruption or unavailability of Shop Data, however it happens. This includes loss through device failure, theft, malware, unauthorised access, an update, a defect in the App, or a problem with our systems (see clause 12.3).

6.8 Exporting your data. During your Subscription Period you can export your customers (including credit balances), orders, products and purchase reports from the App at any time. Other records, such as supplier lists, credit ledger entries and delivery records, stay in the App and in your backups.

6.9 After your subscription ends.
(a) The App locks. When your subscription ends, there is a 2-day grace period. After that, the App will not open until you renew.
(b) Export first. Your expiry date is shown in your account on our website. Please export your records before it.
(c) Your data is not deleted. Your Shop Data stays on your computer. The App does not delete it, and you can use it again as soon as you renew.
(d) Tax records are your responsibility. Tax and accounting laws may require you to keep your records for several years. Keeping exported copies is your responsibility.

6.10 Check the results. The App produces invoices, tax amounts, reports, reminders, delivery-cost estimates and payment matches from the data and settings you enter. You must check them. See clause 11.4.

7. Personal data

7.1 Your own personal data. The Privacy Notice for Shop Owners explains what personal data about you, and about staff who sign in, we collect and why. Consent under that notice is asked for separately from this Agreement. You can withdraw optional consents at any time.

7.2 Your customers', riders', suppliers' and staff data. For Shop Personal Data handled through the Service:
(a) you are the Data Fiduciary, because you decide why and how it is used; and
(b) we act as your Data Processor.
Schedule 3 sets out the terms.

7.3 Your duties as Data Fiduciary. You must:
(a) give notice and get consent where the law requires. On your behalf, we show standard notices on your customer ordering pages and in the rider app. You must check that they are accurate for your shop and tell us if they are not;
(b) collect only what you need;
(c) respond to requests from your customers, riders and suppliers about their data. The App gives you tools to find, correct, export and delete their records;
(d) use rider location only for active deliveries, never to monitor riders at other times;
(e) not send marketing messages to customers who have not agreed to receive them, and follow the rules on commercial messages;
(f) follow the law on children's data. Online customer accounts are for adults, and the ordering page asks customers to confirm they are 18 or older. Do not create online accounts for children. If you record a child's details at the counter, you are responsible for any parental consent the law requires;
(g) keep data only as long as you need it, subject to tax and accounting laws; and
(h) tell us promptly about any complaint or request that needs our help.

7.4 Where we act on our own account. We use Shop Personal Data for our own purposes only:
(a) where the law requires us to, for example a court order or a lawful request from an authority; or
(b) to prevent, detect or investigate offences, such as fraud against the Service, to the extent the law permits.
Keeping the Service secure is part of what we do for you under Schedule 3, not an own-account purpose.

8. Fees, payment and taxes

8.1 Plans and prices. Our plans and prices are shown on our pricing page and at checkout. You pay in advance for each Subscription Period. Schedule 2 has the details.

8.2 Taxes. Unless we say otherwise, prices do not include GST. GST is added at checkout, and nothing else is. To have your GSTIN on our tax invoice, enter it at checkout where we ask for it. It must be correct.

8.3 No automatic renewal. A plan bought through our current checkout does not renew automatically. If you set up a recurring subscription with us before this Agreement, it continues on the terms you accepted until it is cancelled, and you can ask us to cancel it at any time by emailing support@ekirana.org. If we offer automatic renewal in future, we will only use it with your separate, express agreement and in line with Reserve Bank of India rules on recurring payments.

8.4 Price changes. A price change applies from your next renewal. We will give you at least 30 days' notice of it.

8.5 Refunds. Schedule 2 sets out when we give refunds. Nothing in this Agreement takes away any refund right you have by law.

8.6 Payment processing. Payments are processed by our payment partner. We do not receive or store your full card, bank account or UPI PIN details.

9. Your account and security

9.1 Sign-in. You sign in with your Google account. Keep that account secure; we recommend turning on Google's 2-step verification.

9.2 Responsibility for your account. You are responsible for activity under your account and on Your Devices.

9.3 If something goes wrong. Tell us immediately at support@ekirana.org if you think someone has accessed your account without permission, or if a computer running the App is lost or stolen. We may sign out sessions to protect you.

9.4 Accurate details. Keep your shop name, address, GSTIN and contact details accurate and up to date.

10. Running your shop

10.1 You are the seller. You are responsible for:
(a) the goods and services you sell, and their prices and quality;
(b) weights, measures and price declarations;
(c) food-safety and other licences;
(d) GST, invoices, returns and refunds;
(e) customer complaints; and
(f) obeying the law on restricted goods, such as tobacco, medicines, alcohol and age-restricted products.

10.2 Your customers. Your relationship with your customers is between you and them. This includes any terms you agree, any credit you give, and any disputes. We are not the seller, and we do not collect payment for you.

10.3 Your riders. Delivery riders you engage work for you, not for us. You are responsible for:
(a) their engagement, pay, insurance, licences and safety;
(b) their vehicles meeting legal requirements;
(c) their conduct; and
(d) giving them access to the rider app and removing it when needed.

10.4 Payment confirmation is an aid. The payment confirmation features match incoming payment notifications on your phone to pending bills. They can miss or mismatch a payment, for example if a notification is delayed or changed, or if your phone is offline. Check that money has reached your bank account before you hand over high-value goods. We do not hold, move or settle money.

10.5 Messages you send. Messages sent through accounts you connect, such as WhatsApp Business, are sent by you. Follow those platforms' policies and the law on commercial messages.

10.6 Your shop name, branding and content.
(a) Your responsibility. You are responsible for your shop name, your online store name, your logo, photos, product descriptions and anything else you publish through the Service.
(b) Others' names and brands. You must have the right to use them. You must not use another business's name, brand or trade mark, for example by naming your store after a well-known retail chain.
(c) Complaints. If we receive a complaint, or reasonably believe your content infringes someone's rights or breaks the law, we may remove or change it, or suspend your online store page. When a court or an authority orders us to remove or disable content, we do so within the time the law sets.
(d) Claims are yours to handle. Any claim about your shop's name, branding or content is yours to deal with (clause 13.1).

10.7 Prohibited use. You must not use the Service:
(a) to sell illegal or counterfeit goods;
(b) to mislead or harass anyone;
(c) to pretend to be another person or business, or to suggest a link with one that does not exist;
(d) to publish anything that belongs to someone else without their permission, or that infringes a trade mark, copyright or other right; or
(e) in any way that breaks the law.

10.8 Your web addresses.
(a) What you get. The Service gives your shop web addresses on domains we own, such as a link to your shop card on myekirana.com and an address for your online store on buy-kirana.com.
(b) They belong to us; you have permission to use them. We own these domains and every address on them, including your shop card link. While this Agreement is in force you have our permission to use your addresses, as part of your licence (clause 4.1). It is a permission, not a sale: an address never becomes yours, however long you use it and however well your customers know it. You cannot sell, transfer or rent an address, or let anyone else use it. You must not claim to own an address, or register it, or a domain name or trade mark containing it or "ekirana", for yourself. If any right in an address itself arises for you, you transfer it to us. If you sell or hand over your shop, ask us, and we may move its addresses to the new owner's account.
(c) Your shop name stays yours. Your shop name and brand belong to you (clause 10.6); only the address is ours. We will not use your shop name or brand to suggest that another business is yours.
(d) Choosing a name. Clause 10.6(b) applies to any name you choose for an address, such as your shop card link. The name must not be misleading or offensive, or suggest that you are us, a bank, a payment app or a government body. We may refuse a name. We may also change or withdraw an address that breaks these rules, or after a complaint from someone with a better right to the name (clause 10.6(c)). We will tell you first where practicable.
(e) Keeping the same address. Once you publish an address, the App does not let you change it, so links and QR codes you have shared keep working. We may still need to change an address, or move addresses to a different domain, for legal, security or technical reasons. Except in an emergency, we will give you at least 30 days' notice, and where we can we will send visitors from the old address to the new one.
(f) When your subscription ends. Your pages show that your shop is unavailable (clause 15.6(a)). We keep your addresses for you for at least 30 days after your subscription ends, or after a refund, so that you can use them again if you come back. After that, we may give them to another shop.
(g) Links you have printed. If an address is changed, withdrawn or given to another shop under this clause, we are not responsible for links or QR codes you have printed or shared, for example on boards, bills or bags.
(h) Your own domain. We do not currently connect a domain you own to the Service. A domain you register yourself stays yours.
(i) What we may do with our domains. As their owners, we may use, change, license, transfer or sell these domains and the addresses on them, for example as part of a transfer of our business (clause 18.2). For an address you are using, (e) and (f) still apply: notice before we change it, and at least 30 days after your subscription ends before it can go to anyone else. You are not owed any payment or compensation when we change, withdraw or give an address to another shop under this clause. Any refund this Agreement provides for still applies.

11. Promises and disclaimers

11.1 What we promise. We promise that:
(a) we will provide the Service with reasonable skill and care;
(b) the App will work materially as described in Schedule 1 during your Subscription Period;
(c) we will take reasonable steps to keep the App free of malicious code; and
(d) we have the rights needed to give you the licence in clause 4.

11.2 If the App does not work as promised. Tell us. We will fix the problem or give you a workaround. If we cannot do either within a reasonable time, you may end this Agreement and receive a refund of fees for the unused part of your Subscription Period. This clause does not apply to Online Features being temporarily unavailable (clause 11.5), or to lost or damaged Shop Data (clause 12.3).

11.3 What you promise. You promise that:
(a) you have authority to accept this Agreement;
(b) the information you give us is accurate;
(c) you collect Shop Personal Data lawfully, with notice and consent where required; and
(d) you have the rights to the content you upload.

11.4 Disclaimers. Except as this Agreement says, the Service is provided "as is" and "as available". In particular:
(a) No guarantee of perfection. We do not promise that the Service will be uninterrupted or error-free, that every defect will be fixed, or that you will get any particular business results.
(b) Things outside our control. Online Features depend on the internet, Your Devices, and other providers outside our control, such as Google, telecom networks, payment apps, map providers and WhatsApp.
(c) Calculations and records. Invoices, GST amounts, reports, credit balances, stock levels, delivery distances, rider pay and fuel estimates, map locations and payment matches all depend on the data and settings you enter. They are tools to help you, not tax, accounting or legal advice. You are responsible for checking them and for your tax filings.
Nothing in this clause limits any right that the law does not allow to be excluded.

11.5 Outages.
(a) Online Features can be unavailable. Online Features depend on our online systems, which may sometimes be unavailable or slow. Causes include an outage or fault in our own systems, maintenance, updates, our service providers, and internet problems.
(b) What still works. During an outage, billing and most in-shop work continue in the App. Orders from customers may be delayed, or may not reach you.
(c) No liability, refunds or credits. We are not liable for any loss caused by Online Features being unavailable or slow, such as missed or delayed orders, lost sales or delayed deliveries. We do not give refunds or service credits for it.

12. Limits on liability

12.1 Liability that is not limited. Nothing in this Agreement limits liability for:
(a) fraud;
(b) death or personal injury caused by negligence;
(c) wilful misconduct;
(d) your duty to pay fees;
(e) your breach of clause 4.4 or clause 5 in relation to Our Technology; or
(f) anything else that cannot be limited by law.

12.2 Losses neither of us is liable for. Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or expected savings, even if that loss was foreseeable.

12.3 No liability for lost data or outages. We are not liable, however it is caused, for:
(a) any loss, corruption or unavailability of Shop Data; or
(b) any loss caused by Online Features being unavailable or slow (clause 11.5).
If Shop Data is lost or damaged, we will use reasonable efforts to help you restore it from your own backups. That is our only obligation.

12.4 Overall limit. Except as clause 12.1 says, our total liability to you under or in connection with this Agreement, for all claims together, is limited to the fees you actually paid us in the 12 months before the event that caused the liability. This includes liability under Schedule 3 (Data Processing Terms).

12.5 Losses you or others cause. We are not liable to the extent a loss is caused by:
(a) you, your staff or your riders;
(b) Your Devices;
(c) services from other providers that you connect; or
(d) not following our reasonable instructions, such as installing required updates or keeping backups.

13. Protection against claims by others

13.1 Your protection of us. You will compensate us for losses, damages, penalties and reasonable legal costs from claims by others, to the extent they arise from:
(a) the goods and services you sell, and your dealings with your customers, riders and suppliers;
(b) your breach of law, including your duties as Data Fiduciary;
(c) content you publish or upload; or
(d) your breach of clause 4 or clause 10.
"Others" includes your customers, riders, suppliers, staff and government authorities.

13.2 How claims are handled. We will tell you promptly about any claim covered by clause 13.1. We may handle the defence ourselves, and you will co-operate reasonably.

13.3 We do not defend you. We do not defend you against claims made by others, or pay any amount you are ordered or agree to pay to them. This includes claims about your shop name, branding or content, your goods and services, or your use of the Service.

14. Suspension, safety measures and diagnostics

14.1 When we may suspend. We may suspend all or part of the Online Features, or your account, where reasonably necessary because:
(a) your subscription has ended and the grace period is over;
(b) there is a security threat to you, your customers, other shops or our systems, such as a compromised account or computer;
(c) you have seriously or repeatedly breached clause 4 or clause 10 (after notice where practicable);
(d) you have raised a chargeback or payment dispute with your bank, until it is resolved; or
(e) law, a court or an authority requires it.

14.2 Suspension will be proportionate. We will:
(a) limit any suspension to what is needed;
(b) tell you in advance where practicable, or otherwise as soon as possible; and
(c) lift it once the reason is resolved.
Suspension does not delete Shop Data on Your Devices.

14.3 Safety measures. We may switch off a particular feature, ask you to sign in again, or require an update. We may do this for all installations or only some. We will do so only where we reasonably believe it is needed to fix a defect, protect data, stop misuse or comply with law. We will tell you about it in the App or by email.

14.4 Diagnostics.
(a) Automatic error reports. When something goes wrong, the App automatically sends error reports to us.
(b) Logs need your permission. When you contact support, or when the App reports a serious fault, we may ask for more detailed diagnostic logs. The App will ask your permission each time before sending them, and you may say no.
(c) What reports and logs contain. They are designed to leave out or mask contact numbers, email addresses, tax numbers and passwords. They may still sometimes contain other details that were on screen or in use when the problem happened, such as a product or customer name. The Privacy Notice explains this further.

15. How long this Agreement lasts and how it ends

15.1 Term. This Agreement starts when you accept it. It continues through each Subscription Period you buy. It ends when your last Subscription Period ends without renewal, unless it ends earlier under this clause. Clause 6.9 still applies after that.

15.2 Ending it yourself. You may stop using the Service at any time, and you may ask us to close your account by emailing support@ekirana.org. Schedule 2 sets out when refunds apply.

15.3 Ending it for breach. Either of us may end this Agreement by written notice if the other materially breaches it and does not fix the breach within 15 days of being asked. The notice may take effect immediately if the breach cannot be fixed, or if it is a serious breach of clause 4 or clause 5.

15.4 Ending it for other reasons (us). We may end this Agreement for any reason by giving you 60 days' notice. If we do, we will refund the fees for the unused part of your Subscription Period.

15.5 Insolvency. Either of us may end this Agreement by notice if the other becomes insolvent, enters liquidation or a similar process, or stops doing business.

15.6 What happens when it ends.
(a) Your access. Your licence ends and Online Features stop. Your customer ordering pages will show that your shop is unavailable. Clause 6.9 governs your access to your records after that, and clause 10.8(f) what happens to your web addresses.
(b) Data on our systems. We delete your account data, and any Shop Data held on our online systems, as described in Schedule 3 and the Privacy Notice. We keep what the law requires us to keep, such as invoices, tax records and records of consent.
(c) Refunds. We pay any refund that this Agreement says is due.

15.7 Clauses that survive. Clauses 4.3, 4.4, 5, 6.9, 10.8(b), (f), (g) and (i), 12, 13, 15.6, 17 and 18, and any rights that have already arisen, continue after this Agreement ends.

16. Changes to this Agreement

16.1 Why we may change it. We may update this Agreement to reflect changes to the Service, the law or our business.

16.2 Material changes. A material change is one that affects your rights, fees, liability or how your data is used. For a material change:
(a) we will give you at least 30 days' notice in the App and by email;
(b) we will ask you to accept the new version in the App. Simply continuing to use the Service will not count as acceptance; and
(c) if you do not accept, you may end this Agreement before the change takes effect and receive a refund of fees for the unused part of your Subscription Period. If you have not accepted by the date the change takes effect, we may end this Agreement and make the same refund.

16.3 Minor changes. Changes that do not reduce your rights take effect when we publish them, and we will tell you in the App. Examples are clarifications, new contact details and new optional features.

16.4 Urgent changes. A change urgently required by law, or for security, may take effect sooner. We will tell you as soon as we can.

16.5 Changes to how we use your personal data. These follow the Privacy Notice. We will ask for fresh consent where the law requires it.

17. Resolving disputes

17.1 Talk to us first. Contact our Grievance Officer (details below). We will acknowledge your complaint within 48 hours and aim to resolve it within 30 days.

17.2 Mediation. If the dispute is not resolved within 30 days, either of us may refer it to mediation. The mediator will be agreed by both of us or appointed by a mediation service provider we both accept, and mediation may take place online.

17.3 Arbitration.
(a) When it applies. Any dispute not resolved within 60 days of first being raised will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996.
(b) The arbitrator. A sole arbitrator will be appointed by agreement between us. If we do not agree within 30 days, the arbitrator will be appointed under section 11 of that Act. Neither of us alone may choose the arbitrator.
(c) Seat and hearings. The seat of arbitration is Mysuru, Karnataka. Hearings may be held online.
(d) Language. The language of the arbitration is English.
(e) Costs. Each of us bears our own costs unless the arbitrator decides otherwise.

17.4 Rights that are not affected. Either of us may ask a court for urgent interim relief. Nothing in this clause takes away any right that cannot be excluded by law, including any right you may have:
(a) to approach a consumer commission, if you are a "consumer" under the Consumer Protection Act, 2019; or
(b) to complain to the Data Protection Board of India.

17.5 Governing law and courts. This Agreement is governed by the laws of India. Subject to clause 17.3, the courts at Mysuru, Karnataka have exclusive jurisdiction.

18. General terms

18.1 Events outside our control. Neither of us is liable for delay or failure caused by events beyond reasonable control. Examples are failures of internet, power or cloud providers, natural disasters, war, epidemics and government orders. This clause does not excuse payment obligations. During such an event, we will continue to protect Shop Personal Data as far as is feasible.

18.2 Transfer of this Agreement.
(a) By you. You may not transfer this Agreement without our written consent. We will not unreasonably refuse if you are selling your shop.
(b) By us. We may transfer this Agreement, by giving you notice, to:

• a company or LLP that takes over the e-Kirana business, for example if the proprietor incorporates it; or
• a buyer or successor of the business.

You agree in advance to such a transfer. The new owner will be bound by this Agreement, including the promises about your data.
(c) Continuity. If the proprietor dies or can no longer run the business, the proprietor's legal representatives or successor in business may continue this Agreement or transfer it under (b). If the Service is to stop instead, we or they will give you at least 60 days' notice where possible, refund fees for the unused part of your Subscription Period, and handle data on our online systems as Schedule 3 paragraph 10 requires.

18.3 Subcontractors. We may use subcontractors and service providers. We remain responsible for their work under this Agreement.

18.4 Notices.
(a) To you. We send notices to you in the App or to the email address on your account.
(b) To us. You send notices to us at support@ekirana.org, or by post to our registered office.
(c) When received. An email notice is treated as received on the next business day after it is sent.

18.5 Language. This Agreement is available in English. A Hindi version will follow. Translations are provided for your convenience. If they differ, the English version governs.

18.6 Entire agreement. This Agreement is the whole agreement between us about the Service. It replaces any earlier terms for e-Kirana Desktop. Neither of us relies on any statement not set out in it. This clause does not exclude liability for fraud.

18.7 Other terms.
(a) Severability. If any part of this Agreement is invalid, the rest still applies.
(b) No waiver. Not enforcing a right straight away does not waive it.
(c) Our relationship. We are independent parties. This Agreement does not create a partnership, agency or employment relationship.
(d) Third parties. No one else may enforce this Agreement.

18.8 Feedback. If you give us suggestions, we may use them freely and without any obligation to you.

18.9 Publicity. We will not name your shop as an e-Kirana customer in public without your permission.

18.10 Electronic records. Records of acceptance, notices and transactions that we keep electronically may be used as evidence.

18.11 Contact and Grievance Officer

Schedule 1 — Service and Support

1. Main features. Depending on your plan, the Service includes:
(a) billing and invoicing, including GST invoices, receipts and printing;
(b) products, stock and barcode scanning;
(c) customers and credit (udhaar) ledgers;
(d) suppliers, purchases and purchase reports;
(e) reports and exports to spreadsheet files;
(f) your online shop and customer ordering pages, customer accounts and order notifications;
(g) delivery management, the e-Kirana Delivery rider app, live delivery tracking for your customers, and delivery-cost records;
(h) payment confirmation through the e-Kirana Companion phone app;
(i) look-ups in the shared product catalogue;
(j) maps and address look-ups;
(k) local backups and optional backup to your own Google Drive;
(l) optional connections to your own WhatsApp Business account (WhatsApp ordering is a separate paid add-on) and courier account;
(m) updates; and
(n) support and diagnostics.
The features and limits of each plan, for example the number of products in your online catalogue and access to purchase and GST reports, are shown on our pricing page.

2. System requirements. Windows 10 or Windows 11, 64-bit, with at least 4 GB of RAM and 500 MB of free disk space (recommended: Windows 11, 8 GB of RAM, 1 GB of free disk space). An internet connection is needed for Online Features, and at least once every 7 days (clause 3.3).

3. Email support (included in every plan).
(a) Channels. Email support@ekirana.org, or use "Report a Problem" in the App, which reaches the same team.
(b) Hours. Monday to Saturday, 10:00–19:00 IST, excluding public holidays.
(c) Response time. We aim to reply within one business day.
(d) What it covers. Help using the App, fixing problems with the App, and guidance on settings, backups and updates, all by email.
(e) Phone and remote help. Phone support, remote desktop support and onboarding help are part of the AMC (Schedule 4).
(f) Your help. To help us help you, please describe the problem, install required updates, and allow diagnostic logs to be sent when you ask for support.

4. Availability. Online Features are provided on a reasonable-efforts basis. We do not offer an uptime guarantee or service credits. We will try to give notice of planned maintenance that affects Online Features. Clause 11.5 applies to outages.

Schedule 2 — Plans, Fees and Refunds

1. Plans. Plans are sold for one year and paid in advance. The current plans and prices are shown on our pricing page and at checkout. A launch price may apply to your first year, for a limited number of shops; the pricing page shows it. Every later year is at the regular price shown there.

2. GST and fees. GST at the applicable rate is added to the plan price at checkout and shown before you pay. There is no other charge. We issue a GST tax invoice for each payment.

3. Free trial. We do not currently offer a free trial. If we offer one, its terms will be shown when you start it.

4. Renewal. Plans bought through our current checkout do not renew automatically (clause 8.3 covers older recurring subscriptions). To keep using the Service, renew before your Subscription Period ends. After it ends, there is a grace period of 2 days. After that, clause 6.9 applies.

5. Upgrades. If you upgrade during a Subscription Period, the unused value of your current plan is credited against the price of the new plan.

6. Refunds. We give a refund in these cases:
(a) First purchase. If you ask within 7 days of your first payment, and the App is materially unusable for reasons that are our fault and that we could not fix after reasonable support, we will refund that payment.
(b) Pro-rata refunds. We refund fees for the unused part of a Subscription Period where this Agreement says so: clauses 3.5, 11.2, 15.4 and 16.2, and Schedule 3 paragraph 6.5.
(c) Change of mind. We do not give refunds for a change of mind, or for not using the Service.
(d) How refunds are paid. Approved refunds are paid to the original payment method, usually within 5–10 working days. GST on a refunded amount is adjusted through a credit note. Where a payment made before this version included a payment handling fee, that fee is refunded together with the plan.
(e) Your legal rights. Nothing in this Schedule takes away any refund right you have by law.

7. AMC (optional). The AMC, also called the help plan, costs ₹1,999 plus GST at the applicable rate with the Standard plan, or ₹2,999 plus GST with the Business plan. It is for one computer, paid in advance, and does not renew automatically. Schedule 4 sets out what it includes, and when its fee is refunded.

Schedule 3 — Data Processing Terms

1. What these terms are for

1.1 When they apply. These terms apply whenever we handle Shop Personal Data for you through the Online Features. Shop Personal Data is the personal data of your customers, riders, supplier contacts and staff. These terms form part of the Shop Owner Agreement, and words defined there have the same meaning here.

1.2 Why they exist. Under the Digital Personal Data Protection Act, 2023, a Data Fiduciary may engage a Data Processor only under a valid contract. These terms are that contract between you (the Data Fiduciary) and us (the Data Processor).

2. Who does what

2.1 Your role and ours. For Shop Personal Data:
(a) you are the Data Fiduciary, because you decide why and how it is used; and
(b) we are your Data Processor.

2.2 What counts as our processing. Shop Personal Data that stays only on Your Devices is under your sole control. The App is a tool you run there. We process Shop Personal Data only when an Online Feature sends it to, or through, our systems. Annex A lists those features.

2.3 Our own limited purposes. Clause 7.4 of the Agreement sets out the only purposes for which we act on our own account: complying with law, and preventing, detecting or investigating offences. For everything else, including keeping the Service secure, we act only for you.

3. Your instructions

3.1 What we act on. We process Shop Personal Data only:
(a) to provide the features you use, as described in the Agreement;
(b) as you direct through the App's settings and your actions in it; and
(c) on any other written instruction that we both agree.

3.2 Unlawful instructions. If we believe an instruction would break the law, we will tell you, and we may decline to follow it.

3.3 What we will never do. We will not:
(a) sell Shop Personal Data;
(b) use it for advertising;
(c) build profiles of your customers or riders for our own use; or
(d) contact your customers or riders for our own marketing.

4. Confidentiality of our people

Only staff and contractors who need access to Shop Personal Data will have it. They are bound by confidentiality duties.

5. Security

5.1 Safeguards. We maintain reasonable security safeguards that are appropriate to the risk. These include:
(a) encryption of data while it travels between your App, your customers, your riders and our systems, and encryption of data stored on our online systems;
(b) access controls, so that only authorised people can reach our online systems, on a need-to-know basis;
(c) logging and monitoring of access to our online systems;
(d) backup and recovery arrangements for our online systems;
(e) timely security fixes, and required updates to the App where needed;
(f) confidentiality duties and security guidance for our staff; and
(g) secure deletion when data is no longer needed.

5.2 What we will tell you about our security. Once a year, on request, we will give you:
(a) a written summary of our security measures; or
(b) reasonable answers to a security questionnaire.

We will not disclose information that would weaken the security of the Service or of our other customers. This includes system designs, configurations, supplier contracts and test results.

5.3 Logs. We keep logs of processing for at least the period the law requires.

5.4 Your side. Data on Your Devices is protected by the security of those devices. Clause 6.7 of the Agreement sets out what you must do. We do not claim that the App encrypts data stored on your computer.

6. Our service providers (sub-processors)

6.1 Your permission. You allow us to use service providers to process Shop Personal Data for us. Annex B lists the categories of service provider.

6.2 Names on request. We will give you the names and locations of the service providers who process Shop Personal Data when you ask, including so that you can answer a request from one of your customers or riders.

6.3 Our duties for each provider. For every service provider that processes Shop Personal Data, we will:
(a) have a written contract that protects the data at least as well as these terms; and
(b) remain responsible to you for its work.

6.4 New providers. We will tell you at least 15 days before a new service provider starts processing Shop Personal Data. We will tell you in the App or by email.

6.5 If you object. You may object to a new service provider on reasonable data-protection grounds.
(a) If you object, we will try to address your concern.
(b) If we cannot, you may end the Agreement before the change takes effect.
(c) If you end it, you will get a refund of fees for the unused part of your Subscription Period.

6.6 Services you connect yourself. Some services are connected by you, such as your own Google Drive, WhatsApp Business account or courier account. These are your providers, not our sub-processors. When you connect them, you instruct us to send them the data the connection needs.

7. Processing outside India

7.1 Where processing happens. We and our service providers may process Shop Personal Data outside India. Examples are error diagnostics in the United States, and our global network that routes traffic between your shop and your customers.

7.2 Restrictions we follow. We will not transfer Shop Personal Data to any country the Central Government has restricted under the Digital Personal Data Protection Act, 2023. We will also follow any data-localisation requirement that applies to us.

8. Helping you answer requests from your customers and riders

8.1 Tools in the App. The App gives you tools to find, correct, export and delete customer records. For riders and suppliers, you can correct their details and archive or deactivate them. Where a rider or supplier has payment or delivery history, the App keeps that history for your accounts. If you need a rider's or supplier's data fully erased, contact us and we will help.

8.2 Data on our online systems. If you need help with Shop Personal Data on our online systems, we will help you within 7 days of your request.

8.3 Requests that reach us directly. If one of your customers or riders contacts us about their data, we will tell them to contact you, and we will pass the request to you within 3 business days. We will answer on your behalf only where the law requires it.

8.4 What our help covers. Our help covers all requests your customers and riders may make: to know, correct, update or delete their data, to withdraw consent, to nominate someone, and to raise a grievance.

9. Personal data breaches

9.1 Telling you. If we become aware of a personal data breach affecting Shop Personal Data on our systems, we will tell you:
(a) without undue delay. We aim to do so within 24 hours of becoming aware of it, and will do so in any event within 48 hours; and
(b) with the information then available, which we will update as we learn more.
The information will cover:

• what happened, including when and where;
• how big it is: what data, and how many and which people are likely to be affected;
• the cause, and who caused it, if known;
• the likely consequences;
• what we have done to contain it and to stop it happening again;
• steps affected people can take to protect themselves; and
• a contact person.

9.2 Helping you. We will:
(a) help you notify the Data Protection Board of India and every affected individual within the times set by the DPDP Rules, 2025. As we understand those Rules, the Board must be told without delay, with a detailed report within 72 hours;
(b) co-operate with you, preserve relevant evidence and logs, and answer the Board's follow-up questions; and
(c) where one breach affects many shops, prepare draft notices for you. On your written instruction, we will send the notices to your affected customers and riders on your behalf.
We will also make our own reports to authorities where the law requires, for example to CERT-In.

9.3 Breaches on Your Devices. A breach on Your Devices is yours to handle and report. Examples are a stolen computer or malware on your computer. We will give you reasonable help.

9.4 No admission. Telling you about a breach is not an admission of fault.

10. How long we keep Shop Personal Data, and deletion

10.1 Retention periods. We keep Shop Personal Data on our online systems only as long as each feature needs it. Annex A gives the periods.

10.2 When the Agreement ends. Within 30 days after the Agreement ends, we delete Shop Personal Data held on our online systems, and require our service providers to delete it too, except:
(a) copies in backups of our systems, which are deleted as the backups expire, within 90 days;
(b) records of processing (logs) that the law requires us to keep for a minimum period, which we keep only for that period; and
(c) other data the law requires us to keep, or that is subject to a legal hold during a dispute, investigation or inquiry.

10.2A When a customer or rider withdraws consent. If you tell us that one of your customers or riders has withdrawn consent, or has asked for erasure, we will:
(a) stop processing their data on our online systems; and
(b) delete it, and require our service providers to delete it, within 30 days.
The exceptions in paragraph 10.2(a)–(c) apply.

10.3 Confirming deletion. On request, we will confirm in writing that we have deleted the data.

10.4 Data on Your Devices. Data on Your Devices and in your own Google Drive stays under your control. Deleting it is your decision.

11. Information and audits

11.1 Information. Paragraph 5.2 sets out the information we give you.

11.2 Audits required by law. If a regulator, or the law, requires an audit or inspection of our processing for you, we will co-operate on these conditions:
(a) you give at least 30 days' notice;
(b) it takes place during business hours;
(c) it is under confidentiality;
(d) it is at your cost; and
(e) it does not give access to other customers' data or to details that would weaken the security of the Service.

11.3 Audits not required by law. We do not offer on-site audits that the law does not require.

12. Your duties

12.1 Lawful basis and notices.
(a) You are responsible for having a lawful basis for the Shop Personal Data you collect, and for giving the notices the law requires.
(b) On your behalf, we show standard notices to your customers on your ordering pages and to your riders in the rider app. By using those features, you adopt those notices as your own.
(c) You must tell us if a notice is inaccurate for your shop. The notices are available to you in the App.
(d) Some people never see those screens: customers billed at your counter, customers given credit (udhaar), people whose payments the Companion app matches, supplier contacts and your staff. You are responsible for telling them how you use their details. A short counter notice is provided for this (available in the App), and you can display or print it.

12.2 Data the App does not need. Do not record sensitive data that the App does not need in notes or free-text fields. Examples are health information, Aadhaar numbers, and bank or card details.

12.3 Children. Online customer accounts are for adults. The ordering page asks customers to confirm they are 18 or older. Do not create online accounts for children. If you record a child's details at the counter, you are responsible for any verifiable parental consent the law requires.

13. Liability

These terms are subject to clause 12 of the Agreement, including the overall limit in clause 12.4.

14. Duration

These terms apply for as long as we process Shop Personal Data for you, including after the Agreement ends until deletion under paragraph 10 is complete.

Annex A to Schedule 3 — What Shop Personal Data reaches our online systems

Annex B to Schedule 3 — Categories of service providers

Names and locations are available on request (paragraph 6.2).

Schedule 4 — Annual Maintenance Contract (AMC)

1. What the AMC is. The AMC, also called the help plan, is an optional, paid support package on top of your subscription. You need an active subscription to buy it. It is for one computer and lasts 12 months from the date you buy it. Without the AMC, you receive email support only (Schedule 1, paragraph 3).

2. What it includes.
(a) Phone support by call-back. You ask us for a call back, and our customer care team calls you about using the App.
(b) Remote desktop support. We fix problems through a remote screen-sharing session, on the terms in paragraph 4.
(c) Shop onboarding. We help you set up your shop in the App, for example your shop profile, products and settings.
(d) Answers to your questions about using the App.
All AMC services are provided remotely. There are no on-site visits.

3. What it does not include.
(a) Repairing computer hardware, or supplying parts.
(b) Windows or other software licences.
(c) Problems with your internet or power.
(d) Problems caused by viruses, misuse, or changes made by someone other than us.
(e) Data entry or bookkeeping beyond onboarding help.
(f) Fixing other providers' services.

4. Remote sessions, calls and your data.
(a) Sessions start only with you. A remote session starts only when you agree and give us the session code. You can watch it and end it at any time.
(b) What we may see, and what we keep. During a session, a call or onboarding help, our team may see or handle your shop records, including customer details. They use them only to help you, and do not copy them except as you agree is needed for the task. Remote screen-sharing sessions are not recorded.
(c) Calls are recorded. Customer-care calls are recorded, to check quality, train our team and resolve complaints. We tell you at the start of each call.
(d) Support partner. We may use a support partner to provide AMC services for us. We remain responsible to you for its work.
(e) Back up first. Please make sure a recent backup exists before a remote session or onboarding help.

5. Price. ₹1,999 plus GST at the applicable rate with the Standard plan, or ₹2,999 plus GST with the Business plan (₹2,358.82 or ₹3,538.82 in total at 18%). It is paid in advance and does not renew automatically.

6. Refunds.
(a) AMC bought with your subscription. The AMC is refunded only if your subscription is refunded, at the same time and in the same proportion. It is not refunded on its own.
(b) AMC bought separately. It is refunded only if you ask within 7 days of buying it, and you have not used any AMC service. We decide whether it was used from our support records, which cover calls, remote sessions and onboarding help. We will tell you what our records show, if you ask.
(c) If we cannot provide it. If we cannot provide the AMC services at all, we refund the AMC fee in full.

7. Liability. We provide AMC services with reasonable skill and care. The AMC fee counts as fees you paid us for clause 12.4.