Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you, the merchant or organisation using the Service (“Customer”, “you”), and CheckoutPanda (“CheckoutPanda”, “we”, “us”). By creating an account, installing the Service, or otherwise accessing the Service you accept these Terms. If you do not accept them you may not use the Service.

• Service. The CheckoutPanda software-as-a-service offering, including the hosted checkout, dashboard, APIs, and related documentation.
• Customer Data. Data submitted to or processed by the Service on behalf of Customer, including shopper personal data and order data.
• Third-Party Service. Any product or service operated by a party other than CheckoutPanda that Customer connects to or uses with the Service, including without limitation Customer's e-commerce platform, payment processors, fulfilment providers, marketing tools, and analytics tools.
• Fees. All amounts payable by Customer as set out in Customer's subscription plan or otherwise agreed in writing.

The Service provides a hosted checkout experience that Customer may integrate with its e-commerce stack. Available features depend on Customer's plan and may change over time. We may modify, add, or remove features at our discretion, subject to the notice provisions below for material changes.

To use the Service, Customer must register for an account and provide accurate, current information. Customer is responsible for safeguarding account credentials and for all activity under the account. Customer must be at least 18 years old and have authority to bind the entity on whose behalf the account is created.

The Service is offered on a recurring subscription basis. Fees are payable in advance and are non-refundable except where required by mandatory consumer law. Subscriptions auto-renew at the end of each term unless cancelled before renewal. We may also charge a percentage of revenue processed through the Service as disclosed at sign-up.

If a payment fails and is not cured within seven (7) days we may suspend or limit Customer's use of the Service. Continued non-payment for thirty (30) days entitles us to terminate.

Customer is solely responsible for:

• The operation of Customer's business, including compliance with all laws and regulations applicable to Customer (including consumer-protection, tax, data-protection, and anti-money-laundering laws).
• Compliance with the terms of service, acceptable-use policies, and other agreements governing any Third-Party Service that Customer uses with the Service. Customer's use of any Third-Party Service is at Customer's own risk.
• The accuracy and lawful provisioning of all credentials, API keys, and configuration provided to the Service.
• Honouring orders, processing refunds in accordance with applicable law, and providing customer support to Customer's shoppers.
• Maintaining a privacy policy and any other shopper-facing notices required by applicable law.

Customer represents and warrants that:

• Customer has all rights, licences, consents, and authority necessary to (i) integrate the Service with Customer's e-commerce stack, (ii) process orders and payments in the manner enabled by the Service, and (iii) submit Customer Data to the Service.
• Customer's use of the Service will not violate any law, regulation, or agreement to which Customer is a party.
• Customer's goods and services are lawful in every market in which Customer sells.

Payments processed through the Service are handled by third-party payment processors with which Customer has entered into a direct contractual relationship. Funds are received by Customer through those processors. CheckoutPanda is not a party to those transactions, does not hold buyer funds, and does not act as a merchant of record.

Where the Service creates or updates records in a Third-Party Service on Customer's behalf (for example, order records), CheckoutPanda acts under the credentials and authorisation provided by Customer. Customer is responsible for the legitimacy of those credentials and for the actions taken under them.

Customer may initiate refunds via the dashboard, which routes the request to the relevant payment processor. We are not liable for delays, failures, fees, or other consequences imposed by payment processors on refund processing.

As between the parties, CheckoutPanda owns all right, title, and interest in and to the Service, including all software, models, documentation, and trademarks. Customer owns Customer Data. Customer grants CheckoutPanda a worldwide, royalty-free licence to use Customer Data solely to provide, secure, and improve the Service and as otherwise permitted by these Terms or the Privacy Policy.

Our processing of personal data is described in the Privacy Policy, which is incorporated into these Terms by reference. Where CheckoutPanda processes shopper personal data on Customer's behalf, CheckoutPanda acts as a processor and Customer acts as the controller within the meaning of the GDPR.

Each party may receive non-public information from the other (“Confidential Information”). Each party shall (i) protect the other's Confidential Information using at minimum reasonable care, (ii) use it only to perform under these Terms, and (iii) not disclose it except to personnel and contractors bound by similar obligations. This section does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known prior to disclosure, or is independently developed.

We strive to maintain high availability but do not guarantee uninterrupted operation. The Service depends on Third-Party Services (hosting, databases, payment processors, e-commerce platforms, email, DNS) whose availability is outside our control. We may modify, suspend, or discontinue parts of the Service at any time; for material changes we will provide reasonable advance notice where practicable.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICE IS COMPATIBLE WITH, OR WILL BE ACCEPTED OR PERMITTED BY, ANY PARTICULAR THIRD-PARTY SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO CHECKOUTPANDA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.

Customer shall defend, indemnify, and hold harmless CheckoutPanda, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (i) Customer's breach of these Terms or any representation made herein; (ii) Customer's use of any Third-Party Service or its violation of any Third-Party Service's terms; (iii) Customer Data or Customer's goods or services; or (iv) Customer's violation of any law or third-party right.

These Terms remain in effect while Customer uses the Service. Customer may terminate at any time by cancelling its subscription via the dashboard. We may suspend or terminate the Service for breach, abuse, non-payment, suspected fraud, or where required by law, with or without notice. On termination, all payment obligations accrued prior to termination remain due. Provisions that by their nature should survive termination (including Definitions, Intellectual Property, Confidentiality, Warranty Disclaimer, Limitation of Liability, Indemnification, and Governing Law) survive.

We may update these Terms from time to time. We will indicate the “Last updated” date at the top. Material changes will be communicated by email to the address registered on Customer's account and take effect thirty (30) days after notice. If Customer does not accept a change, Customer's sole remedy is to cancel the subscription before the change takes effect.

These Terms are governed by the laws of Sweden, excluding its conflict-of-laws rules. The courts of Stockholm, Sweden have exclusive jurisdiction over any dispute arising from or related to these Terms, except that either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information.

• Entire agreement. These Terms together with the Privacy Policy and any order form constitute the entire agreement between the parties and supersede prior agreements on the subject matter.
• Assignment. Customer may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets.
• No waiver. Failure to enforce a provision is not a waiver of the right to do so later.
• Severability. If a provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
• Force majeure. Neither party is liable for failure or delay caused by events beyond reasonable control, including acts of nature, war, terrorism, riots, embargoes, internet outages, or governmental orders.
• Notices. Notices to CheckoutPanda must be sent to legal@checkoutpanda.se. Notices to Customer may be sent to the email registered on Customer's account.