The agreement, written to be read.

01Scope & agreement

These Terms of Service (“Terms”) form a binding agreement between TraCarta India Private Limited (“TraCarta”, “we”) and the entity engaging our services (“you”, “Customer”). They govern the use of the SkySuite platform, including its constituent modules, SkyDox, SkyLedger, SkyIQ, SkyBoard, SkyConnect, and SkyPartner, as well as the marketing website at tracarta.com.

Where a separate Master Services Agreement, Statement of Work, or Partnership Agreement has been executed between the parties, that document governs and these Terms apply only as supplemented and modified by it. In the absence of such a document, these Terms apply in full to any use of our services.

02The services

2.1What we will do

TraCarta will provide the SkySuite modules engaged in your applicable order or agreement. For most engagements this includes retrieval of GST invoices from Indian airline portals (SkyDox), reconciliation against your booking records and GSTR-2B (SkyLedger), draft journal-entry preparation (SkyIQ), access to the customer portal (SkyBoard), and integration with your accounting system (SkyConnect).

2.2Service levels

Service-level commitments, uptime, cycle turnaround, support response times, are documented in the applicable Order or in our Service Level Schedule, made part of this agreement by reference. Where no Order has been executed, default service levels are: 99.5% monthly uptime for SkyBoard, cycle delivery within six business hours of input completeness, support response within one business day.

2.3What we will not do

TraCarta does not file GST returns on the Customer’s behalf, does not act as the Customer’s tax adviser or chartered accountant, and does not provide opinions on tax positions. The output of our reconciliation is a recommendation; the Customer (and the Customer’s tax counsel) remains responsible for the positions taken in returns filed with the GSTN.

03Access & account

Access to the SkySuite platform is provided to named individual users designated by the Customer. The Customer is responsible for the security of login credentials issued to its users and for any activity carried out under those credentials. We strongly recommend enabling multi-factor authentication on every account.

We reserve the right to suspend access where we reasonably believe an account has been compromised, where credential sharing has occurred, or where continued access would pose a security risk to the platform or to other customers.

04Customer obligations

In engaging TraCarta, the Customer undertakes to:

• Provide accurate and complete information required for our services to operate, including GSTIN registration details, airline portal credentials where applicable, and booking exports for the periods to be reconciled.
• Maintain valid authorisation to share with TraCarta any data the Customer provides, including personal data of the Customer’s employees that appears in booking and invoice records.
• Use the services for lawful purposes and only for the Customer’s own GST reconciliation requirements (or, in the case of partners under SkyPartner, for the Customer’s own corporate clients under a separately documented arrangement).
• Not attempt to reverse-engineer, decompile, or otherwise derive the source of the SkySuite platform; not attempt to circumvent its access controls or rate limits; not use the platform to develop a competing service.
• Review draft journal entries produced by SkyIQ before posting them to your accounting system. SkyIQ suggests; a human at the Customer reviews and posts. We do not write to your books unattended.

05Fees & payment

5.1Fees

Fees are set out in the applicable Order, Statement of Work, or Partnership Agreement. TraCarta’s pricing structure (per-airline transaction, fixed, percentage of recovered ITC) is described on the pricing page; the specific fee for your engagement is the one stated in your Order.

5.2Invoicing & payment terms

Unless otherwise specified in your Order, invoices are raised monthly in arrears for usage-based pricing, or quarterly in advance for fixed pricing. Payment is due within thirty (30) days of invoice date. Interest at twelve percent (12%) per annum accrues on amounts outstanding beyond the due date, calculated daily.

5.3Taxes

Fees are exclusive of applicable Goods and Services Tax (GST) and any other indirect tax, which will be added at the applicable rate. The Customer is responsible for any withholding tax (TDS) under Indian law and will provide a TDS certificate for amounts withheld.

5.4Suspension for non-payment

Where invoices remain unpaid beyond forty-five (45) days from the due date and not in good-faith dispute, TraCarta may suspend services on fourteen (14) days’ written notice. We will not delete Customer data during a suspension; data export and migration on suspension or termination is governed by Section 6 below.

06Data ownership & use

6.1Customer data

All Customer data, including booking exports, invoice retrievals, reconciliation records, journal entries, and reports generated by the platform, remains the property of the Customer. TraCarta does not claim any ownership interest in Customer data.

6.2Licence to operate

The Customer grants TraCarta a limited, non-exclusive, royalty-free licence to access, process, store, and transmit Customer data solely as necessary to provide the services. This licence terminates on termination of the agreement, save for retention obligations under applicable law (see Section 6.4).

6.3Aggregated, anonymised insights

TraCarta may derive aggregated, irreversibly anonymised insights from platform usage, for example, aggregate reconciliation rates across the platform, or category-level mismatch statistics, for the purpose of operating, securing, and improving our services. We will not include any data that identifies a Customer, a data principal, or a specific transaction in such aggregations.

6.4Data on termination

On termination of the agreement, the Customer may export all Customer data through SkyBoard or by written request to TraCarta for up to ninety (90) days after termination. After ninety days, Customer data will be deleted or anonymised, except for records we are required by law to retain (see our Privacy Policy, Section 06 for statutory retention periods).

07Warranties & limits

7.1What we warrant

TraCarta warrants that the services will be provided with the skill, care, and diligence reasonably expected of a competent provider of similar services, and in compliance with applicable Indian law. We warrant that we have the authority to enter into this agreement and to grant the rights it contemplates.

7.2What we do not warrant

Beyond the warranties expressly stated, the services are provided on an “as available” basis. TraCarta does not warrant that the services will be uninterrupted or error-free, that every invoice will be retrievable (airline portals occasionally fail; data quality on input affects reconciliation), or that any specific recovery percentage will be achieved. To the extent permitted by law, all other warranties, express, implied, statutory, are disclaimed.

7.3Liability cap

To the maximum extent permitted by law, the total aggregate liability of either party arising out of or in connection with this agreement, whether in contract, tort, statute, or otherwise, is limited to the engagement fees paid by the Customer to TraCarta under the relevant statement of work or order form. Neither party is liable for indirect, consequential, special, or punitive damages, including loss of profits, loss of business opportunity, or loss of goodwill.

7.4Carve-outs

The liability cap in Section 7.3 does not apply to: liability for personal injury or death caused by negligence; liability for fraud or fraudulent misrepresentation; liability that cannot be excluded or limited under applicable Indian law; or liability under the Customer’s indemnity in Section 8.

08Indemnity

8.1TraCarta’s indemnity

TraCarta will defend, indemnify, and hold the Customer harmless from third-party claims that the services as provided infringe a registered intellectual property right of that third party in India, provided the Customer notifies us promptly of the claim, gives us sole control of the defence, and provides reasonable assistance at our expense.

8.2Customer’s indemnity

The Customer will defend, indemnify, and hold TraCarta harmless from third-party claims arising from: the Customer’s breach of these Terms; the Customer’s use of the services in violation of law; the Customer’s data being unlawful, defamatory, or infringing; and any tax position taken by the Customer in returns filed with the GSTN based on draft journal entries from SkyIQ.

09Term & termination

9.1Term

The agreement begins on the effective date stated in the Order and continues for the term specified there. In the absence of a stated term, it continues until terminated by either party on thirty (30) days’ written notice.

9.2Termination for cause

Either party may terminate the agreement with immediate effect on written notice if the other party: (a) commits a material breach and fails to remedy it within thirty (30) days of written notice specifying the breach; (b) becomes insolvent, enters administration, or has a winding-up petition presented against it that is not dismissed within twenty-one (21) days.

9.3Effect of termination

On termination, the Customer’s right to use the services ceases. The provisions of Sections 6 (data ownership), 7 (liability), 8 (indemnity), and 10 (disputes) survive termination. Termination does not affect accrued rights or obligations, in particular, fees earned through the effective date of termination remain payable.

10Disputes & governing law

10.1Governing law

This agreement is governed by and construed in accordance with the laws of India.

10.2Good-faith resolution first

In the event of a dispute, the parties will attempt in good faith to resolve it through senior-level discussion for thirty (30) days before pursuing formal proceedings.

10.3Arbitration

Any dispute not resolved under Section 10.2 will be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996 (as amended). The seat of arbitration is Gurugram, India. The tribunal will consist of a single arbitrator agreed by the parties, or in the absence of agreement, appointed in accordance with the Act. The language of arbitration is English. The arbitral award is final and binding on the parties.

10.4Equitable relief

Nothing in this Section 10 prevents either party from seeking interim or equitable relief in a court of competent jurisdiction in India where necessary to prevent imminent harm, including injunctive relief for misuse of confidential information or intellectual property.

11General provisions

11.1Entire agreement

These Terms, together with any Order, Statement of Work, Master Services Agreement, or Partnership Agreement executed between the parties, constitute the entire agreement and supersede all prior discussions and understandings on the same subject matter.

11.2Assignment

Neither party may assign this agreement without the other’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice.

11.3Notices

Formal notices must be in writing and sent to TraCarta’s registered office (12th Floor, The Executive Centre, Two Horizon, Golf Course Road, Gurugram, Haryana 122002, CIN U63090HR2013PTC051042) or to the Customer’s registered office, or to such other address as either party may designate by written notice.

11.4Severability

If any provision of these Terms is held unenforceable, the remainder remains in full force, and the unenforceable provision is to be construed (or replaced) so as to come as close as possible to the original commercial intent.

11.5No waiver

Failure to enforce any provision is not a waiver of the right to enforce it later. A waiver, to be effective, must be in writing and signed by the waiving party.

11.6Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including acts of God, governmental action, war, terrorism, pandemic, or large-scale infrastructure failure, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.