Master SaaS Infrastructure Contract
Terms and Conditions
Last Updated: May 21, 2026 | Enterprise Revision 5.0
NOTICE OF LEGAL STATUS & RISK ALLOCATION
This document constitutes a legally binding enterprise contract between you and Vyaparies Technologies (a Sole Proprietorship registered under Indian law). By accessing `vyaparies.com`, `OnlineVyaparies.com`, `JoinVyaparies.com`, or any connected software interfaces, you explicitly agree to these structural risk allocations designed to completely insulate the personal assets, savings, and property of the Sole Proprietor. If you do not agree, you must terminate access immediately.
INCORPORATION BY REFERENCE: This Master Agreement incorporates by reference all structural policies of the Platform. By using Vyaparies Technologies, you simultaneously agree to our Privacy Policy, Vendor Agreement, Acceptable Use Policy (AUP), Data Processing Addendum (DPA), Cookie Policy, Refund Policy, Disclaimer, and our IP & Grievance Policy.
1. PLATFORM ARCHITECTURE & PURE TECHNOLOGY PROVIDER STATUS
Vyaparies Technologies operates exclusively as a Pure B2B2C Technology Provider & Software-as-a-Service (SaaS) Utility. We architect, license, and maintain cloud infrastructure, digital storefront engines, and the Khata Bahi digital ledger system.
Strict Non-Marketplace Declaration & No Implied Agency:
The Platform is explicitly NOT an “E-commerce Operator,” “Marketplace Facilitator,” “E-commerce Marketplace,” or “Agent” under the Consumer Protection (E-Commerce) Rules, 2020 (as amended), or the CGST Act, 2017. The use of a `vyaparies.com` subdomain by a merchant does not create a joint venture, partnership, or agency relationship.
Zero Transaction Privity: We do not source, warehouse, inspect, price, or fulfill any inventory. Every commercial transaction occurs entirely outside our operational purview, functioning as a direct, independent contract solely between the Vendor and their End-Consumer.
1.5. SECTION 10A E-CONTRACT & LOCAL CACHE WAIVER
- Electronic Contract Validity: Pursuant to Section 10A of the Information Technology Act, 2000, your continued access, account creation, or usage of the Platform constitutes a valid, legally enforceable electronic contract. You explicitly waive any defense claiming this Agreement is invalid due to the lack of a physical signature.
- Local Cache Data Wipe Immunity: The Platform utilizes browser caching for mobile-first speed. The Vendor explicitly acknowledges that clearing device cache, deleting local browser data, or operating offline without syncing to the cloud may result in data loss. The Company holds absolute zero liability for Khata Bahi logs or storefront settings lost due to the Vendor wiping their local device cache.
2. USER BIFURCATION & LEGAL SEGREGATION
To preserve structural immunity, user interactions are legally segregated into two mutually exclusive classifications:
A. Commercial Vendors (B2B)
Business entities paying SaaS subscriptions to license our storefront routing and NLP ledger technology. Subject to rigorous commercial compliance, AUP adherence, and enterprise binding arbitration.
B. End-Consumers (B2C)
Public internet visitors navigating independent Vendor subdomains. The Platform provides this software directory routing entirely free of charge (₹0.00). We hold zero implied agency, transactional obligation, or financial liability toward End-Consumers.
3. AUP-ADDENDUM: PROHIBITION OF PLATFORM CIRCUMVENTION & LIQUIDATED DAMAGES
The Vendor explicitly agrees to process all transactions, catalog checkouts, and customer orders strictly through the automated digital pathways generated by the Platform software architecture.
ANTI-CIRCUMVENTION CODE: The Vendor is strictly prohibited from using the platform's catalog visibility or sub-domain routing to generate consumer connections and then actively redirecting those customers to offline payment methods, direct cash options, or alternative external gateways to avoid platform usage metrics or subscription tier upgrades.
Any banner text, product description updates, or messaging logs suggesting that customers bypass the digital checkout setup will trigger an Instant Account Freeze. The Vendor acknowledges that platform circumvention causes direct financial damage to the Company's software ecosystem.
In the event of a verified circumvention breach, the Vendor agrees to pay an aggregate penalty of INR 50,000 (Indian Rupees Fifty Thousand Only) as liquidated damages to Vyaparies Technologies. This penalty operates independently of our absolute right to permanently erase the merchant's account data and retain all active SaaS subscription balances.
4. INTELLECTUAL PROPERTY, SCRAPING, & TECH-ABUSE BAN
The underlying Next.js code, Natural Language Processing (NLP) routing logic, database schemas, API structures, and #A81B5D brand aesthetics are the exclusive intellectual property of the Company.
Vendors and third parties are strictly prohibited from:
- Deploying automated scraping bots, spiders, or data crawlers against any subdomain to extract catalog data or system outputs.
- Reverse-engineering, decompiling, or attempting to extract the computational weights of our NLP entry parser.
- Executing API rate-limit abuse, DDoS attacks, or malware injection vectors.
Any verified technical abuse triggers our Instant Takedown Right, resulting in immediate, permanent database deletion without notice, coupled with immediate civil prosecution.
5. FINTECH-SHIELD: COMPLETE NPCI INTERBANK DISPUTE ISOLATION
The checkout environment within storefront code modules is mechanically hard-coded to drop direct UPI Intent pay-loads that map straight to the Vendor's verified merchant bank account.
In strict compliance with National Payments Corporation of India (NPCI) directives effective post-February 28, 2026, all legacy “UPI Collect” push systems are completely deprecated and blocked within our software templates. Transactions route exclusively via direct peer-to-peer interbank application handshakes.
DISPUTE ISOLATION: Because no consumer funds touch our databases, pool accounts, or escrow networks, the Company is technically and legally isolated from all NPCI merchant dispute systems, bank chargeback registries, or automated payment clawbacks.
The End-Consumer and the Vendor agree that the Company will not participate in, respond to, or accept financial liability within any bank-level payment dispute workflow, refund request, or card network arbitration loop. Any payment dropouts must be resolved entirely through the consumer's issuing bank or the merchant's acquiring institution.
6. STATUTORY AUDIT & TAX INDEMNITY (KHATA BAHI DISCLAIMER)
The NLP ledger and Khata Bahi system are provided strictly as uncertified computational productivity aids. The Company makes no representations regarding its compliance with the Institute of Chartered Accountants of India (ICAI) standards or GST structural formats.
If a Vendor is audited by the Income Tax Department or GST Authorities, the Vendor accepts 100% legal and financial liability for any tax penalties, NLP miscategorizations, or filing errors. The Company is completely indemnified and held harmless against any claims of computational accounting negligence.
7. METROLOGY COMPLIANCE, AUP, & SECTION 79 SAFE HARBOR
We claim comprehensive Section 79 Intermediary Safe Harbor protection under the IT Act, 2000. Vendors bear absolute responsibility for the legality of their cataloged products.
- The July 2026 Metrology Mandate: In strict compliance with Indian Consumer Protection rules, all imported goods must carry a searchable “Country of Origin” tag. Vendor circumvention or omission of this field via unstructured descriptions constitutes a critical AUP violation triggering an automatic structural hard stop.
- Absolute Category Bans: We strictly prohibit the hosting/sale of alcohol, tobacco, unlicensed pharmaceuticals, counterfeit goods, weapons, adult material, or MLM lottery schemes.
8. DPDP-PROTECTION: TRANSIENT BUFFER ISOLATION FOR NLP PARSING
Our Khata Bahi engine utilizes a specialized natural language processing (NLP) entry parser to transform raw conversational statements inputted by the Vendor into structured accounting categories.
THE DATA PROCESSOR PARADIGM: The Vendor acknowledges that any text strings containing customer names, balance numbers, or unstructured descriptions are processed by the Company strictly as an automated Data Processor. The NLP system executes all data conversions inside a short-lived transient buffer. Once mapped into numeric values within the Vendor's ledger, the raw text is immediately erased or permanently anonymized.
The Vendor serves as the sole principal Data Fiduciary under the DPDP Act, 2023. The Vendor explicitly warrants that it has secured explicit, itemized, written consent from the customer before inputting any personal data strings into our conversational interfaces. The Vendor assumes 100% liability for reporting breaches within 72 hours and indemnifies the Sole Proprietor against any data privacy penalties.
9. ENTERPRISE PROTECTIONS: FORCE MAJEURE & PUBLICITY
- Force Majeure (Act of God): The Company is completely absolved of any liability for service disruptions, data dropouts, or lost revenue caused by regional internet blackouts, NPCI/UPI server crashes, Razorpay infrastructure drops, natural disasters, or government regulatory actions.
- Publicity License: By creating an active Vendor account, you grant Vyaparies Technologies a perpetual, royalty-free license to utilize your store name, brand logo, and public performance metrics strictly for the Company's marketing, case studies, and homepage trust-building, unless a formal opt-out is submitted in writing.
- Data Backup Shift: While we utilize high-availability cloud routing, data storage is provided "As-Is". The Vendor bears 100% responsibility for utilizing our manual CSV export tools to back up their ledger. We hold zero liability for data corruption or server losses.
10. THE IRONCLAD LIMITATION OF LIABILITY
To the absolute maximum extent permitted by Indian law, the liability of Vyaparies Technologies and its Sole Proprietor is structurally capped:
For B2B Commercial Vendors: Aggregate liability for any claim (including technical negligence, software failure, cybersecurity breaches, or data loss) shall NEVER exceed the total SaaS subscription fees actually paid by that specific Vendor to the Company in the three (3) months immediately preceding the claim.
For B2C End-Consumers: Because platform infrastructure access is provided free of charge, total liability to any consumer is locked absolutely at INR 0.00 (Rupees Zero).
ASSET PROTECTION WAIVER: The User explicitly waives any legal right to seek attachment, injunctions, or financial recovery actions against the personal bank accounts, real estate properties, family assets, or private investments of the Sole Proprietor under any circumstances.
11. BINDING ARBITRATION & JURISDICTIONAL LOCK
Mandatory Enterprise Arbitration (B2B): Any business dispute, operational controversy, or breach of contract claim arising between a Vendor and the Company shall be resolved exclusively through private, binding arbitration governed by the Arbitration and Conciliation Act, 1996. The tribunal shall consist of a Sole Arbitrator appointed unilaterally by the Company. The seat, venue, and legal jurisdiction of the arbitration shall be strictly locked to Satna, Madhya Pradesh, India. The language of arbitration shall be English.
Statutory Carve-outs (B2C): While Section 11 of the Consumer Protection Act allows consumers to file in their local districts, the structural separation of the Platform means the Company is an improper party to any consumer-merchant transaction dispute. Any frivolous inclusion of the Platform will result in immediate petitions for dismissal with legal costs applied to the plaintiff.
12. STATUTORY GRIEVANCE REDRESSAL MECHANISM
In strict compliance with the IT Act (Intermediary Guidelines) and Consumer Protection Rules, platform notices, privacy queries, or IP takedown requests must be routed to our compliance desk:
Officer: Grievance Redressal & Nodal Officer
Entity: Vyaparies Technologies (Sole Proprietorship)
Seat: Satna, Madhya Pradesh, India
Direct Channel: support@vyaparies.com
Timelines: AUP/Content complaints acknowledged within 24 hours, resolved within 15 days. Consumer data issues acknowledged within 24 hours, evaluated within 30 days.