B2B Commercial Infrastructure Matrix
Commercial Vendor Agreement
Last Updated: May 21, 2026 | Enterprise Revision 5.0
CRITICAL LEGAL BINDING NOTICE
This B2B Commercial Vendor Agreement (the “Agreement”) is the master contract governing your access to the storefront deployment systems, Next.js hosting templates, and the Khata Bahi digital ledger. This is a binding corporate contract between you (the “Vendor” or “Merchant”) and Vyaparies Technologies (a Sole Proprietorship registered under Indian law). By subscribing, accessing the dashboard, or logging an entry, you execute this digital contract and agree to the absolute limitation of the Sole Proprietor's personal liability.
1. PURE SAAS DECLARATION & INTERMEDIARY SAFE HARBOR
The Vendor contractually acknowledges that Vyaparies Technologies operates strictly as a Pure Software-as-a-Service (SaaS) Infrastructure Provider. The Platform licenses code templates and routing scripts; it does not operate as a retail middleman.
- Strict Non-Marketplace Privity: The Company is explicitly NOT an “E-commerce Operator”, “Marketplace Facilitator”, or “Agent” under the Consumer Protection Rules or the CGST Act, 2017.
- No Inventory Custody: The Company never owns, touches, inspects, warehouses, or fulfills any inventory displayed on the Vendor's custom subdomain.
- Section 79 Immunity: The Company claims absolute Intermediary Safe Harbor under the Information Technology Act, 2000. The Vendor is exclusively liable for all content uploaded to their catalog.
2. COMMERCIAL MANDATES & IDENTITY INTEGRITY
The Vendor assumes absolute operational responsibility for the legal validity of their storefront:
- Legal Status: The Vendor must operate as a valid commercial entity (sole proprietorship, partnership, LLP, etc.) in compliance with Indian commercial codes.
- KYC & Udyam Integrity: The Vendor must provide authentic identification metrics during setup. Falsified Udyam Registration details or mismatched banking coordinates will trigger immediate account termination.
- Credential Authority: Any database mutations, pricing updates, or conversational ledger entries executed under the Vendor's secure token are deemed the legally binding, exclusive actions of the Vendor.
3. ANTI-CIRCUMVENTION CODE & LIQUIDATED DAMAGES MATRIX
The Vendor explicitly agrees to process all transactions, catalog checkouts, and customer orders strictly through the automated digital pathways generated by the Platform's architecture.
PROHIBITION LOGIC: The Vendor is strictly prohibited from utilizing the Platform's catalog visibility to capture consumer leads and subsequently redirecting those buyers to offline payment paths, cash-on-delivery evasion systems, or external gateways to bypass platform usage tracking or subscription tiers.
Any shop banners, product footers, or message outputs suggesting consumers bypass the software checkout pipeline will trigger an Instant Account Freeze.
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 directly to Vyaparies Technologies. This penalty operates independently of our right to permanently wipe the merchant's account and retain all outstanding SaaS subscription balances.
4. COMPLIANCE HARD-STOPS & ANTI-ABUSE PROTOCOLS
A. The July 2026 Metrology Mandate
In strict compliance with Ministry of Consumer Affairs enforcement, any imported retail good displayed post-July 1, 2026, must carry an explicit, searchable “Country of Origin” tag. The Platform provides structural fields for this. Using unstructured descriptions to mask or omit this origin tag constitutes a material breach, triggering an automatic suspension.
B. Strict Tech Abuse & Reverse Engineering Ban
The Next.js source code, NLP routing logic, and database schemas are the exclusive intellectual property of the Company. Vendors are strictly prohibited from deploying botnets, API scraping algorithms, or attempting to reverse-engineer the Khata Bahi NLP weights. Any verified technical abuse triggers the Instant Takedown Right—resulting in permanent, unrecoverable database deletion without refund.
5. GST STATUTORY SEPARATION & TAX AUDIT INDEMNITY
The Khata Bahi NLP parser operates strictly as an uncertified computational aid. It is explicitly not qualified by the Institute of Chartered Accountants of India (ICAI).
No Tax Remission: The Vendor retains 100% processing, collection, and filing liability under the CGST Act, 2017. The Company assumes zero statutory responsibility to calculate or audit retail sales taxes.
TAX AUDIT INDEMNITY: If the Vendor faces regulatory scrutiny, data discoveries, or financial penalties from the Income Tax Department or GST Authorities due to data miscategorizations within the software interface, the Vendor explicitly agrees to hold the Company and its Sole Proprietor completely harmless and indemnified against all claims of technical negligence.
6. FINTECH-SHIELD: P2P UPI INTENT & REFUND LIABILITY
The storefront module utilizes direct P2P UPI Intent payloads. In strict compliance with 2026 NPCI directives, legacy “UPI Collect” components are deprecated. Transactions route directly via interbank handshakes into the Vendor's external acquiring bank account.
- The Vendor assumes absolute financial responsibility for managing consumer refund requests, order returns, and product liability disputes under the Consumer Protection Act, 2019.
- Because zero retail funds cross the Company's balances, the Vendor acknowledges the Platform is technically isolated from NPCI merchant dispute logs and interbank chargeback frameworks. The Company will instantly dismiss any consumer forum actions attempting to pull the platform into retail product disputes.
7. DPDP ACT 2023 & TRANSIENT BUFFER BOUNDARIES
Under the Digital Personal Data Protection Act, 2023, the Vendor operates strictly as the principal Data Fiduciary for all consumer data logged into their storefront. The Company functions strictly as an automated Data Processor.
The NLP parser processes conversational text inputs within a short-lived transient buffer. Once categorized into numeric ledger values, the raw unstructured string is instantly purged. The Vendor bears full compliance liability for securing verifiable consumer consent prior to typing data into the conversational UI, and fully indemnifies the Sole Proprietor against any data privacy fines.
8. FORCE MAJEURE, EXPORTS, & ENTERPRISE PUBLICITY LICENSE
- Force Majeure (Act of God): The Company is absolved of any liability for service disruptions or lost revenue caused by regional internet blackouts, NPCI/UPI server crashes, Razorpay infrastructure drops, or government regulatory shutdowns.
- Post-Termination Data Trap Resolution: If a Vendor profile is frozen or canceled, the Vendor is granted a strict 30-day grace window to utilize dashboard export utilities to download their transaction metrics. Upon the 31st day, the system automatically executes a cryptographic shredding of the database instance. The Vendor explicitly waives any legal right to demand server logs, data discovery actions, or snapshots after this 30-day window under the guise of an urgent corporate tax audit.
- Publicity License: By establishing a subscription, the Vendor grants Vyaparies Technologies a royalty-free, perpetual license to display the Vendor's corporate name and brand logo strictly for the Company's marketing and homepage case studies, unless a formal written opt-out is submitted.
9. IRONCLAD LIABILITY CAPS, ARBITRATION, & PERSONAL INDEMNITY
A. The 3-Month SaaS Liability Cap
In the event of catastrophic server collapses, tech negligence, or system data loss, the total aggregate liability of Vyaparies Technologies and its Sole Proprietor shall NEVER exceed the total subscription fees actually paid by the Vendor to the Company in the three (3) months immediately preceding the claim.
B. Personal Liability Piercing (Insolvency Loop)
If a third-party claimant targets the Platform using “fallback liability” doctrines due to defective goods sold by a merchant, and the Vendor's corporate entity closes or enters insolvency, the individual human signatory executing this digital contract assumes immediate personal liability to defend and financially indemnify the Company.
C. Mandatory Binding Arbitration (The Venue Lock)
Any legal controversy, billing dispute, or contract enforcement claim arising under this Agreement shall bypass civil courts entirely. Disputes will be resolved exclusively through confidential, 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 complete territorial jurisdiction of the arbitration shall be strictly locked to Satna, Madhya Pradesh, India.
10. CENTRALIZED REDRESSAL CHANNEL
All formal inquiries, contract disputes, compliance audit tracks, or AUP issues must be transmitted strictly to our centralized channel:
Designated Desk: Legal Redressal & Vendor Compliance Cell
Entity Structure: Vyaparies Technologies (Sole Proprietorship Framework)
Official Location: Satna, Madhya Pradesh, India
Primary Contact: support@vyaparies.com