Merchant Agreement

Merchant Agreement:

This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.


THIS AGREEMENT is made at on the date of creation of Merchant ID in between the Merchant and Smart Digital Bazaar Private Limited a Private Limited Company under the provisions of the Companies Act, 2013 having its business address at A-403 Kalash Flat, Bopal, Ghuma Road, 380058, Gujarat (hereinafter referred as the “Company”, which term unless repugnant to the context or meaning thereof, mean and include its successors and permitted assignees)


The Merchant creating Merchant ID with PAN No. and Aadhar card number or any Govt. ID proof as mentioned while filing Merchant details and having address as mentioned while filling Merchant details for creating merchant ID. (hereinafter referred to as the “Merchant”, which expression unless repugnant to the context or meaning hereof shall be deemed to mean and include i) in case of Merchant being sole proprietary concern/ individual- the heir, administrators, executors, legal representatives and permitted assignees, ii) in case of Merchant being a Company firm- the partners at that time or at a future time, iii) in case of Merchant being a Proprietorship registered under either Companies Act, 1956 or Companies Act, 2013 its successors and assignees), iv) in case of sub merchant being a trustee from time to time, administrators, beneficiaries and the survivors of them, executors, legal representatives) of the OTHER PART.


“Agreement” shall mean this agreement inclusive of all schedules, annexes, appendices and exhibits attached hereto.

“Card Association” shall means and includes Master Card, Visa, Dinners etc, which authorises and enables card transactions.

“Customer” shall mean and include any person who is having a valid Credit Card/ Debit Card or net banking account or any other payment applications and the one who desires to purchase products from “Merchant” and makes payment for the same over the internet using Company's Platform by using a valid payment mode.

“Company” shall mean and include Smart Digital Bazaar Private Limited

“Company site /Company Platform”” shall means and includes (Website/app)

“Customer Order” shall mean and include an order for purchase of goods or services provided by the Merchant site.

“Merchant Customer Charge” means the sales price of the product or services purchased by the Customer plus the shipping charges and all the taxes and other expenses which are to be charged to the Customer.

“Delivery” means product delivered through courier/parcel or any other means and services means performance of service. The Company reserves right to ask for proof of delivery.

“Effective Date” shall be the date of execution of this agreement.

“Issuing bank” with respect to Customers shall mean the bank of which Customers are using card/net banking or the bank through which Customer makes payment.

“Merchant/vender” shall mean and include person creating Merchant ID/Vender id.

“Merchant/vender Agent ID” means that sells products and services advertisement space (Company Service) to other Vender.

“Product” means the goods distributed or sold by the Merchant on the Platform, which the Customers buy.

“Transaction” shall mean any order which results into delivery to Customer after he has made the payment.

“Valid Card” means Visa or MasterCard, Credit Card, Debit Card or any other card acceptance facility provided by the Merchant.

1. Service Charges : -

Merchant will purchase display place on the platform for 1 year for a Sum of Rs. 1000/-(REGULAR PROGRAMME) or Rs. 200/- (TEMP REFERRAL PROGRAMME), through which the Merchant can display 10 products on the website.

Unless otherwise specified in the schedule. Merchant shall be solely responsible for all communication expenses required to facilitate the transmission of all Transactions to the Company.

2. Termination:

  1. This Merchant Agreement will be effective for 1-year period from the day written in the beginning of this agreement.
  2. Either the Company or Merchant may terminate this agreement with a period of 30 days written notice. The reason for termination by the Company may be i) Merchant violating any provision of the Merchant agreement, ii) any adverse material change in the financial condition of Merchant, iii) petition of bankruptcy has been filled by or against the Merchant, iv) in case any information provided by Merchant was false, deceptive, misleading or fraudulent, v) in case Merchant is or unable to perform as per this Agreement or under any law applicable at that time in force, vi) any other justifiable and reasoned ground. The reason of termination by Merchant may be i) Company violating any provision of this Merchant agreement, ii) any adverse material change in the financial condition of the Company, iii) petition of bankruptcy has been filled by or against the Company, iv) in case any information provided by the Company was false, deceptive, misleading or fraudulent, v) in case the Proprietorship is unable to perform as per this Agreement or under any law applicable, vi) any other justifiable and reasoned ground, matrix sites or sites using a matrix scheme, vii) work at home information, viii)any product or appliance which is not mentioned above but is not in compliance with prevailing law at that time.

3. Merchant’s Obligation:

  1. Merchant is obliged to sell its products and services through Company's platform to its Customers.
  2. During the term of Merchant Agreement, the Merchant will exclusively utilise Company's platform for online selling of its goods and services and will not use services of any other online platforms for selling its goods.
  3. Merchant is obliged to adopt best standard of services for delivery of all the goods and services, purchased for Customers in accordance with the highest standards.
  4. In case of disputes between Customers and Merchant with regards to the goods/ services deficiency, the Company cannot be held liable.
  5. The Merchant further assures that they shall comply with the rules, regulations, notifications and guidelines set up by RBI/ Visa/ MasterCard etc. and shall not sell the following products and services:
    1. i) Adult goods and services including pornographic and other suggestive materials, child pornography (in any form including literature, imagery and other media), ii) alcohol which includes alcoholic beverages such as beer liquor, wine, or champagne, iii) body parts or organs, iv) cable descramblers or black boxes including devices intended to obtain free cable and satellite signal, v) copyrighted media including books, music, movies, software and other licensed and protected materials, vi) copyright unblocking devices such as mod chip and other devices used to circumvent copyrighted materials, vii) counterfeit and unauthorised goods, including replicas and imitation of designer goods, viii) drugs and drug paraphernalia which includes illegal drugs and drugs accessories, ix) endangered species including plants, animals and other organisms, x) gaming/ gambling which includes sports bet lottery and enrolment to online sites providing such services, xi) hacking and cracking material including guide, books, information and any such material or product which can be used, xii) government ID or fake documents, passport, diplomas etc, xiii) Illegal goods as provided under illegal goods act, xiv) miracle cures and remedies, xv) offensive goods, literature materials, prescription drugs, herbal drugs, toxic goods, xvi) regulated goods as per the law of land, xvii) wholesale currency, xviii) tobacco and cigarettes, xix) traffic devices, xx) live animals or their body parts, xxi) weapons, xxii) any product or services which is not in compliance with all applicable laws and regulations whether federal and central state or local or international, xxiii) bulk marketing tools which includes e-mail lists, software and products enabling unsolicited email messages(spam), xxiv) unauthorised copies of books, movies, music and other licensed and protected materials, xv) copyrighted software including copies of software, video games and other licensed and protected materials, including OEM or bundled software, xxvi) drug test circumvention aids which includes drug cleansing shakes, urine test additives and related items, xxvii) Offensive goods including literature, material or both which encourage defamation and slander, encourage violent acts, promote intolerance or hatred, xxviii) pyrotechnic devices and hazardous materials including fireworks and related flammable and toxic goods, xxix) Regulated goods including airbag; batteries containing mercury; Freon or similar substances, government uniform, car title, license plates, police badges, lock picking devices, pesticides, slot machine, surveillance goods etc.
  6. The Merchant shall not carry on any activity which is banned, illegal or immoral.
  7. Merchant shall be responsible for the payment of all the relevant taxes, due related to service/ goods order by Customers.
  8. The Merchant agrees that the Company is in no way liable for any losses sustained by the Merchant, including claims for loss profits on account or due to transactional limits or reserve deposit amounts or for any other reason or due to any dispute with the user/Customer.

4. Merchant’s representation and warranties:

  1. At all time comply with its obligations under laws based on relevant and applicable data protection legislation and that the Merchant shall implement appropriate measures to protect personal data;
  2. Shall disclose the transaction cost to Customer, as and when they transact.
  3. Hold all necessary authorisation to do its business as may be legally required;
  4. Respect the intellectual property rights of third party with regards to goods and/or services provided to its Customers, and will not infringe their rights in any way and in case of infringement of such rights will immediately take appropriate measures.
  5. Merchant shall take all reasonable precautions to ensure that there is no breach of security, in case of any loss caused due Merchant’s illegal act or wrong goods or services to Company's Platform the Merchant shall indemnify and keep indemnified the Company.
  6. Immediately notify Company regarding any malfunctioning or irregularity on in the functioning of Company's Platform.
  7. Notify Company in case of any changes in the ownership, acquisition, financial condition of Merchant.

5. Company's Obligation:

  1. Company shall provide online Discount Coupon / discount points to Users, which they can purchase online through Company’s website/apps and thereafter can contact the seller/ vendor/ merchant and show Discount Coupon / discount points in order to avail discount. Company will pay 50% of the Discount Coupon / discount points price to the seller/vendor/merchant.
  2. Company shall provide Merchant with their online selling platform software and enable Merchant to use the same granting a royalty free, non exclusive, revocable, non sub licensable, non transferable license to use Company's Platform.
  3. Company's technical staff can be reached at Email: in case of any technical difficulty faced by the Merchant in order to solve any technical issues of website from their end.
  4. Company may monitor the transactions ongoing and can stop any transaction in case found fraudulent, suspicious.
  5. Company may amend or otherwise change its payment system to keep it up to date in order to provide secure transaction as per the law.
  6. Company's online selling platform should be as per the rules regulation of the country.
  7. Company is not authorised to check goods and services offered by the Merchant, but the Company might randomly sometime check goods/ or services to check if they are prohibited under law or not. Further it is the responsibility of Merchant to pay appropriate taxes as applicable to the product or services. Company is not liable in case of any dispute arising between merchant and Customer/user of website. Moreover, Company is only liable to pay the Discount Coupon / discount points as per the value of the same and nothing else.
  8. Payment to the Merchant as per the following steps:
    1. Step 1: Download our mobile app from the play store
    2. Step 2: Purchase rights to use the website for displaying the products online by paying Rs. 1000/- (REGULAR PROGRAMME) or Rs. 200/- (TEMP REFERRAL PROGRAMME) for 1 year after which you will get right to display products and refer the website to other i.e. you will become Merchant/ Vendor ID.
    3. Step 3: Upload your business details like Contact details, Images of your product or services on our mobile app. You can upload up to 10 images of your Business, Product or services.
    4. The Merchant/Vendor Agent Referral Programme :
    5. Merchant can purchase rights to display product on website by paying one time 1 - year charge of Rs. 1000/- (REGULAR PROGRAMME) or Rs.200/- (TEMP REFERRAL PROGRAMME) to the company and get the Merchant ID. When Vender sales product and service advertisement space (Company Service) or can sell discount coupons of Rs. 1999/- (REGULAR PROGRAMME) or Rs. 199/-(TEMP REFERRAL PROGRAMME) to the other Vender/Merchant become Vender/Merchant Agent and in the capacity of agent of the company and in-turn, he/she will receive commission which is connected to sale product and service advertisement space (Company Service) to the other vendors by the Company through his/her efforts.
    6. If the Merchant can become member of the company through another merchant/customer who has referred him/her, the Merchant ought to use the Merchant code. If the merchant cannot get the referral, the company retains the merchant in the current referral channel according to his/her position. This will make our company app on your mobile functional.
    7. By selling Company’s Service to other Vender and to make three new Merchant ID’s under your own Merchant/Vendor/customer agent ID. This makes you eligible to earn through referral system.

      - Our mobile app in your registered mobile phone will be thus activated. You will be able to add and edit the details of products and services.

      Note: The validity of this is 1 Year from the date on which it is purchased. Whatever discount points have accumulated in merchant wallet, need to be claimed within this 1-year validity period. After the validity period is over, the discount points accumulated in the merchant wallet/account cannot be claimed.

    8. Earning through referrals:


      You purchase right to display your products by paying Rs. 1000/- and complete the first level.
      You refer another three merchants or customer to join and purchase the right to display the products by paying Rs. 1000/- or Rs. 1999/- each respectively just like you have paid to us. These are called as your referrals. You have completed second level.
      Now these three merchants each bring in another three referrals each. Thus you complete Third level.
    9. On reaching this third level, you will get Rs. 900/- in your bank account (TDS applicable). The details of bank account need to be entered at the time of becoming a merchant. The other details like Aadhar card number, Pan number also need to be provided at the time of becoming a merchant.
    10. Going to the Fourth Level: When your referrals at the third level add three more referrals each, you achieve the fourth level. Here you will be having 27 referrals.
    11. Going for the fifth level: These 27 referrals will add another three referrals each, which will take your total number of referrals to 81. Here Rs. 8100/- will be transferred to your bank account (TDS applicable).
    12. Going to the sixth level: Now, when these 81 referrals add three referrals each, your total referrals reaches to 243.
    13. Going for the Jackpot: When these 243 referrals of yours, add three referrals each, you hit the jackpot of Rs. 72900/-; which will be transferred to your bank account and your merchant Agent ID will be closed. You can no more do any transactions. However, you can get a new merchant ID by starting the chain again by following the procedure mentioned above. This can be done at anytime; even midway into your 1 Year membership.
      Note: There is a limitation in the earning through referrals. You cannot refer for the upper value or lower value programme i.e. Agent/Customer who has purchased coupons for Rs. 1999/- (REGULAR PROGRAMME) cannot refer for Rs. 199/- (TEMP REFERRAL PROGRAMME) and Agent/ customer who has purchased coupons for Rs. 199/- (TEMP REFERRAL PROGRAMME) cannot refer for Rs.1999/- (REGULAR PROGRAMME). The referral can be done for the same level of programme only i.e. REGULAR PROGRAMME agent can refer for REGULAR PROGRAMME only and TEMP REFERRAL PROGRAMME agent can refer for TEMP REFERRAL PROGRAMME only.

    15. You purchase right to display your products by paying Rs. 200/- for 1 year. You can refer any number of vendors or customers and can earn flat Rs. 50/- for each reference in your wallet. This is called as your referrals. The reward earned through referral can be redeemed against cash and can be easily transferred to your bank account.
    16. There is a limitation in the earning through referrals. You can not refer for the upper value or lower value programme i.e. Merchant who has purchased rights for Rs. 1000/- (REGULAR PROGRAMME) cannot refer for Rs. 200/- (TEMP REFERRAL PROGRAMME) and merchant who has purchased rights for Rs.200/-(TEMP REFERRAL PROGRAMME) cannot refer for Rs.1000/- (REGULAR PROGRAMME). The referral can be done for the same level of programme only i.e. REGULAR PROGRAMME merchant can refer for REGULAR PROGRAMME only and TEMP REFERRAL PROGRAMME merchant can refer for TEMP REFERRAL PROGRAMME only.
    17. Merchant is not entitled to transfer any amount to the user/Customer.
    18. All taxes, penalties, rolling reserves, charges or other items reimbursed at any time during this agreement.
    19. The Company's transactional Discount Points offered for the products and services sold on the Company’s platform should be available whenever demanded by Customer or Merchant and inquiries, disputes should be handled by the Company.
  9. Rejection of Payment:
    1. The Company, the facility provider may reject payment in following case:
      1. In case the Merchant has not obtained required authorisation or has not paid the service charges or has not complied with any other compliance.
      2. In case card issuing bank advises that the credit card number does not match any number they have on record.
      3. Referral system will be valid till 1 year, after which no payments can be claimed.
    2. In case the Company, rejects payments in respect of orders, demand, the Company shall be entitled to set off and deduct from any payment due to the Merchant and the Company may:
      1. Debit the Merchant account held with the Company, forthwith;
      2. Deduct the outstanding amount from subsequent credits to the Merchant Account.
      3. In case of insufficiency of funds claim money from the Merchant.
      4. In case the Company on reasonable grounds feels that the Merchant has committed a breach of this Agreement or acted dishonestly or fraudulently against the Company.

6. Warranty and Disclaimer:

  1. The Company, disclaims all warranties, express or implied, written or oral, including but not limited to warranties of providing online platform and fitness for a particular purpose, further the merchant acknowledges that the Merchant’s services may not be uninterrupted or error free.
  2. In case any Merchant’s Agent’s raises any claim on the Merchant the Merchant is duty bound to release the Company (its officers, directors, employees, agents and affiliates, etc.) from claims, demands and damages.
  3. Unless specified under this agreement the Company, shall not be liable to the Merchant for any loss or damage arising directly or indirectly in connection with the Company Platform and services.
  4. Company is not responsible for the tax defaults of Merchant/Vendor, as they are liable for the taxation charges as applicable on the goods/services.
  5. Company is not responsible for any dispute between the vendor/merchant and Customer, as we are mere online platform provider so that both the parties may connect with each other.
  6. Company is not responsible for any excessive discount given by the Merchant/vendor to the Customer. Company is only liable to pay amount as per the Discount Points and as per the point refund scheme wherein 2 Points = 1 Rs. Merchant/ vendor should claim the points within the time limit as provided on the coupon, after the validity time of points expires, no claims for the payment will be entertained afterwards.

7. Refund Policy and Cancellation Policy for Merchants:

Once you received your ID you get access to online platform for display of goods no refund will be processed further as Rs. 1000/- (REGULAR PROGRAMME) and Rs.200/- (TEMP REFERRAL PROGRAMME) taken from Merchants is non-refundable service charges, we will immediately send you your registered user ID through which you can refer and earn discount wallet points/ Discount Coupon / discount points. The validity of this membership is 1 year from the joining date. The merchant may purchase the services of the website for 1 year and the same is non-refundable. Whatever discount points have accumulated in merchant wallet, need to be claimed within this 1-year validity period. After the validity period is over, the discount points accumulated in the merchant wallet cannot be claimed.

However, in case your payment is processed but id is not generated or discount coupon is not received within 15 days after the payment then we shall initiate refund of the amount to your account (or original method of payment). You will receive the credit within seven days of approval, depending on your card issuer's policies.

As the amount taken is service charges after the term of the same is over unless renewal is done the membership will be deemed to be cancelled and products/ goods appearing on online portal provided by us will be removed. In case Merchant wished to terminate or cancel the membership they may send us request letter or stop using the services and stop taking part in referral system.

8. Shipping Policy and Billing Policy:

We are not in any way responsible for shipping cost involved and its between the Merchant and Purchaser/ customer to decide shipping cost as per their convenience. However, we are only responsible for discount coupon and return of amount for the same.

Billing will be as per your and customer’s understanding, our services are till the time discount coupon reaches your electronic device and your products are displayed on the online portal.

As you pay this service charges of Rs. 1000/- (REGULAR PROGRAMME) or Rs.200/- (TEMP REFERRAL PROGRAMME), we will give you access and your products will be displayed on the online portal, this charge is non-refundable and any other bills issued by Merchant for sale of product are their own responsibility and we are not liable for the same.

9. Confidentiality:

Each party is under obligation not to disclose information acquired regarding each other during the term of this agreement. Use of confidential information shall be restricted to the use authorised under this Agreement. Neither of the party will copy or authorise copying of any kind of confidential information, except required under law.

10. Indemnification:

The Merchant indemnified Company against any claim, losses, damages, settlement, penalties, demands, costs, taxes, expenses, or other liability arising directly or indirectly from consumers. Company is not liable for any referral or help regarding referral system it will be sole responsibility of the Merchant/Vendor.

11. Entire agreement:

This Agreement constitutes the entire agreement between the Merchant and Company, and suspends all written, oral agreements between the parties made earlier.

12. Severability:

If any provision of this agreement is declared to be invalid as per the law in force, then the remaining provisions thereof shall remain unaffected and enforceable.

13. Variation/ Modifications:

Both parties may amend this agreement mutually and such changes will be effective from the time they are made.

14. Liability on expiration:

Neither party is under obligation to renew this contract upon expiration but in case they want to renew or extend this agreement parties are free to do so.

15. Force Majeure:

The Company shall not be liable for any failure to perform any of its obligations under this agreement in case the same is prevented due to any Force Majeure event.

This Agreement is Accepted online by clicking “I Accept”.

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A-403, Kalash Resi, village- Ghuma, Ta-Dascroi, Gujarat- 380058