Terms & Conditions

These Terms & Conditions (the “Terms”) are a legal agreement between Skippy Software solutions Ltd, a company incorporated in British Columbia, Canada (“Skippy,” “we,” “us,” or “our”), and the organisation or individual accessing or using our platform and services (“Customer,” “you,” or “your”). By accessing or using the Service, signing an Order, or clicking to accept, you agree to be bound by these Terms.

1. Acceptance & Eligibility

By creating an account, accessing the Service, or otherwise indicating acceptance, you confirm that: (a) you have read and agree to these Terms; (b) you are at least the age of majority in your jurisdiction (and at least 18 in British Columbia); and (c) if you accept on behalf of an organisation, you have authority to bind that organisation, which then becomes the “Customer.” If you do not agree, do not use the Service.

The Service is intended for business and organisational use. It is not directed at consumers or to children, and is not designed for the issuance of government-issued identity documents unless expressly agreed in writing.

2. Definitions

• “Service” means the Skippy platform, APIs, software, websites, documentation, dashboards, wallets, and related credential issuance and verification services.
• “Credential” means a digital or verifiable credential issued, stored, managed, or verified through the Service.
• “Customer Data” means data, content, and information that you or your Authorised Users submit to or generate through the Service, including data about Subjects.
• “Subject” means an individual or entity about whom a Credential is issued (e.g., a learner, employee, contractor, or partner).
• “Relying Party” means any person or system that verifies or relies on a Credential.
• “Authorised User” means an individual you permit to use the Service under your account.
• “Order” means an order form, online sign-up, or written purchase document referencing these Terms.

3. The Service & License

Subject to your compliance with these Terms and payment of applicable Fees, Skippy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Term solely for your internal business purposes.

We may modify, enhance, or discontinue features of the Service from time to time. We will use commercially reasonable efforts to notify you of material adverse changes to core functionality.

4. Accounts & Security

You are responsible for maintaining the confidentiality of your account credentials, API keys, and signing keys, and for all activity that occurs under your account. You must notify us promptly of any unauthorised access or suspected security breach. Skippy is not liable for losses arising from your failure to safeguard credentials or keys.

5. Acceptable Use

You agree not to, and not to permit any Authorised User or third party to:

• issue false, fraudulent, misleading, or unauthorised Credentials, or Credentials you are not entitled to issue;
• use the Service to violate any law, regulation, sanctions regime, or third-party right;
• upload unlawful, infringing, or harmful content, or any malware;
• reverse engineer, decompile, scrape, or attempt to derive source code, except to the extent such restriction is prohibited by law;
• resell, rent, or provide the Service to third parties except as expressly permitted;
• circumvent usage limits, security, or access controls; or
• use the Service in any way that could damage, disable, or impair it or interfere with other customers.

We may investigate suspected violations and suspend access to protect the Service, other customers, or third parties.

6. Customer Data & Responsibilities

As between the parties, you own and are solely responsible for your Customer Data, including its accuracy, quality, legality, and the right to submit it. You represent and warrant that:

• you have all necessary rights, consents, and lawful bases to submit Customer Data and to have Credentials issued about Subjects;
• the content of each Credential you issue is accurate and that you are authorised to assert it;
• you have provided all required privacy notices to, and obtained all required consents from, Subjects; and
• your use of the Service complies with all applicable laws, including data-protection and consumer-protection laws.

You grant Skippy a worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as needed to provide and secure the Service, comply with law, and as otherwise permitted by these Terms and our Privacy Policy.

7. Credentials, Issuance & Verification

The Service enables you to issue Credentials and enables Relying Parties to verify them against open standards (such as W3C Verifiable Credentials and OpenID4VC). You acknowledge and agree that:

• No assertion of truth. A verification result confirms cryptographic integrity and issuer signature — that a Credential was issued by a stated issuer and has not been tampered with. It does not constitute Skippy's confirmation that the underlying facts are true, current, or fit for any particular decision.
• Issuer accountability. You are responsible for the lifecycle of Credentials you issue, including revocation, expiry, and status updates.
• Relying-party decisions. Any decision made by a Relying Party in reliance on a Credential is made at that party's own risk. Skippy is not a party to, and bears no responsibility for, such decisions.
• Standards & interoperability. Open standards and third-party wallets evolve; we do not warrant uninterrupted interoperability with every wallet, system, or version.
• Not a regulated identity, KYC, AML, or eIDAS service. The Service is not, and is not intended to be, a regulated identity, know-your-customer (KYC), anti-money-laundering (AML), or eIDAS service, and Skippy does not act as a trust service provider. You are solely responsible for determining whether your use requires regulated identity verification and for meeting those obligations using appropriate means.

8. Data Protection & Privacy

Skippy processes personal information in accordance with its Privacy Policy and applicable law, including Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), British Columbia's Personal Information Protection Act (PIPA), and, where applicable to your use, the EU/UK General Data Protection Regulation (GDPR).

Where Skippy processes personal data on your behalf, it does so as a service provider / processor under your instructions. If required by law, the parties will enter into a Data Processing Agreement (DPA), which is incorporated by reference when executed and which governs in the event of conflict on data-protection matters.

• Roles. You are the controller (or equivalent) of Customer Data and Subject data; Skippy is the processor/service provider.
• Security. Skippy maintains commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the data. No method of transmission or storage is perfectly secure, and we cannot guarantee absolute security.
• Breach. Skippy will notify you without undue delay after becoming aware of a confirmed personal-data breach affecting your Customer Data, to the extent and in the manner required by applicable law.
• Subprocessors. You authorise Skippy to engage subprocessors (e.g., cloud hosting) under written terms consistent with these Terms. A current list is available on request.
• International transfers. Customer Data may be processed in Canada and the United States, and in other jurisdictions where Skippy or its subprocessors operate, subject to appropriate safeguards as required by applicable law.

9. Intellectual Property

The Service, including all software, APIs, documentation, designs, text, graphics, the “Skippy” name and logo, and all related intellectual property, is and remains the exclusive property of Skippy and its licensors. Except for the limited license expressly granted in these Terms, no rights are granted to you. All rights not expressly granted are reserved.

You retain all rights in your Customer Data. Nothing in these Terms transfers ownership of Customer Data to Skippy, or ownership of the Service to you.

Skippy may use de-identified, aggregated data derived from use of the Service (which does not identify you, any Subject, or any individual) to operate, improve, secure, and develop its products and services.

10. Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant Skippy a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation to you.

11. Third-Party Services

The Service may interoperate with third-party services, wallets, identity providers, or systems that you choose to use. Skippy does not control and is not responsible for third-party services, and your use of them is governed by their own terms. Skippy disclaims all liability arising from third-party services.

12. Fees, Payment & Taxes

• Fees. You agree to pay all fees set out in your Order or applicable pricing (“Fees”). Unless stated otherwise, Fees are quoted and payable in Canadian Dollars (CAD).
• Payment terms. Unless your Order states otherwise, Fees are due within thirty (30) days of the invoice date. Subscription Fees are non-cancellable and payments are non-refundable except as expressly stated or required by law.
• Late payment. Overdue amounts may accrue interest at the lower of 1.5% per month (18% per annum) or the maximum rate permitted by law, calculated from the due date until paid. We may suspend the Service for non-payment after reasonable notice.
• Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes (including GST/PST/HST and any withholding), except taxes on Skippy's net income.
• Price changes. We may change Fees effective at the start of a renewal term with prior notice of at least thirty (30) days.

13. Trials, Pilots & Beta

If you access the Service through a free trial, pilot, sandbox, or beta offering, it is provided “as is” and “as available,” without warranties or service commitments, and may be modified or withdrawn at any time. To the maximum extent permitted by law, Skippy's total liability for any trial, pilot, or beta is limited to CAD $100.

14. Availability & Support

Skippy will use commercially reasonable efforts to keep the Service available, but does not guarantee uninterrupted or error-free operation. Any uptime commitment or support level applies only if set out in a written SLA referenced in your Order. Maintenance, updates, and factors outside our reasonable control may affect availability.

15. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKIPPY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

SKIPPY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT CREDENTIALS WILL BE FREE FROM UNAUTHORISED ACCESS, THAT VERIFICATION RESULTS ARE ACCURATE AS TO UNDERLYING FACTS, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE COMPATIBLE WITH ANY THIRD-PARTY WALLET, SYSTEM, OR STANDARD VERSION.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SKIPPY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR ANTICIPATED SAVINGS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SKIPPY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO SKIPPY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR CAD $100 IF NO FEES WERE PAID.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, or wilful misconduct. Subject only to those non-excludable exceptions, the limitations and cap in this Section apply to all claims of every kind, including those relating to data, security, confidentiality, and indemnification.

The parties agree this allocation of risk is reasonable given the Fees and the nature of the Service, and that these limitations apply even if a limited remedy fails of its essential purpose.

17. Indemnification

You will defend, indemnify, and hold harmless Skippy and its affiliates and their respective directors, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your Customer Data; (b) Credentials you issue, including their accuracy, validity, or your authority to issue them; (c) your use of the Service in violation of these Terms or law; (d) decisions made by you or any Relying Party in reliance on a Credential; or (e) your violation of any third-party right, including privacy or intellectual-property rights.

Subject to the Limitation of Liability section, Skippy will defend you against a third-party claim that the Service, as provided by Skippy and used in accordance with these Terms, directly infringes that third party's Canadian or U.S. registered intellectual-property rights, and will pay damages finally awarded against you for that claim. This does not apply to claims arising from: your Customer Data or Credentials; use of the Service in combination with anything not supplied by Skippy; modifications not made by Skippy; or use after notice to stop. If the Service is or may become subject to an infringement claim, Skippy may, at its option, modify or replace it, procure the right to continue use, or terminate the affected Service and refund any prepaid, unused Fees. This Section states Skippy's entire liability for intellectual-property infringement.

18. Term, Suspension & Termination

These Terms apply for as long as you use the Service or as set out in your Order. Either party may terminate for material breach not cured within thirty (30) days of written notice. We may suspend or terminate access immediately if: (a) you fail to pay Fees when due; (b) your use poses a security, legal, or operational risk; or (c) required by law.

On termination: (a) your right to use the Service ends; (b) you remain liable for Fees accrued; and (c) you may export Customer Data for thirty (30) days after termination, after which Skippy may delete it in the ordinary course, subject to legal retention requirements and backup cycles. Provisions that by their nature should survive (including Sections on IP, fees accrued, disclaimers, liability, indemnity, confidentiality, and governing law) survive termination.

19. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to those who need to know and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully received from a third party, or where disclosure is required by law.

20. Changes to the Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (e.g., by email or in-product notice). Changes take effect on the stated effective date. Your continued use of the Service after that date constitutes acceptance. If you do not agree, you must stop using the Service.

21. Governing Law & Disputes

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, and waive any objection to venue there.

To the extent permitted by law, each party agrees that disputes will be resolved on an individual basis and waives any right to participate in a class, collective, or representative proceeding.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. General Provisions

• Entire agreement. These Terms, together with any Order, Privacy Policy, and DPA, are the entire agreement and supersede prior discussions.
• Assignment. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
• Severability. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent necessary.
• No waiver. Failure to enforce a provision is not a waiver.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or joint venture.
• Notices. Legal notices to Skippy must be sent to legal@skippy.id and to our registered address: 645 Como Lake Avenue, Suite 307, Coquitlam, BC V3J 0N9, Canada. We may notify you via your account email.
• Language. These Terms are drafted in English, which is the controlling language, and the parties have requested that they be drafted in English (les parties ont demandé que ce document soit rédigé en anglais).

23. Contact

Questions about these Terms? Contact us at contact@skippy.id (legal notices: legal@skippy.id).