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Terms & Conditions

Please read these terms carefully before using the ShopMate platform.

These Terms and Conditions ("Agreement") constitute a legally binding contract between [COMPANY NAME] ("ShopMate", "we", "us", or "our"), a company incorporated under the laws of India, and the merchant ("you", "Merchant") who registers and uses the ShopMate platform. By registering, accessing, or using the ShopMate platform, you agree to be bound by this Agreement in its entirety.

If you do not agree to these terms, you must immediately cease using the platform and contact us to close your account. This Agreement is governed by the laws of India, including but not limited to:

  • The Indian Contract Act, 1872
  • The Information Technology Act, 2000 and the IT (Amendment) Act, 2008
  • The Consumer Protection Act, 2019
  • The Payment and Settlement Systems Act, 2007
  • The Goods and Services Tax (GST) Act, 2017
  • Any other applicable central or state laws of India
1. Definitions

In this Agreement, the following terms shall have the meanings assigned to them below:

  • "Platform" means the ShopMate software-as-a-service (SaaS) application, including the merchant dashboard, storefront engine, APIs, and all related tools accessible via www.theshopmate.com.
  • "Merchant" / "You" means the individual, sole proprietor, partnership firm, LLP, or company that registers on and uses the Platform to operate an online store.
  • "Storefront" means the customer-facing online store made available to you under the Platform.
  • "End-Customer" means a buyer who purchases products or services from your Storefront.
  • "Content" means all data, text, images, product listings, descriptions, logos, and other material you upload to or publish on the Platform.
  • "Setup Fee" means the one-time, non-refundable fee as agreed with ShopMate upon onboarding. For details, please get in touch with our team.
  • "Transaction Fee" means the per-order fee as a percentage of the order value charged on each completed order processed through your Storefront. For details, please get in touch with our team.
  • "Services" means all features, tools, integrations, and support provided by ShopMate as part of the Platform subscription.
2. Eligibility & Registration
  • You must be at least 18 years of age and legally capable of entering into a binding contract under Indian law to use the Platform.
  • If you are registering on behalf of a company, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
  • You must provide accurate, complete, and current information during registration, including your legal name, business name, GST number (if applicable), and bank account details for settlement.
  • You are responsible for maintaining the confidentiality of your account credentials (email and password). You must notify us immediately at support@theshopmate.com if you suspect any unauthorised access to your account.
  • ShopMate reserves the right to refuse registration or suspend any account at its sole discretion without notice if it determines that the registration information is false, fraudulent, or in violation of this Agreement.
3. Fees, Payments & GST

3.1 Setup Fee

A one-time, non-refundable Setup Fee is charged upon successful onboarding. This fee covers initial store configuration, domain setup, and platform access. The Setup Fee is non-refundable under any circumstances, including early account closure. Talk to our team to discuss pricing details.

3.2 Transaction Fee

A Transaction Fee (exclusive of taxes) is deducted from each completed order settled to your bank account. "Completed order" means an order that has been successfully paid for by an End-Customer via the payment gateway. Transaction Fees are not charged on cancelled, refunded, or failed orders. Talk to our team to learn about the applicable rate.

3.3 Taxes

All fees are exclusive of applicable taxes. Goods and Services Tax (GST) and any other applicable Indian taxes will be charged over and above the stated fees as per prevailing rates. You are responsible for your own GST compliance obligations with respect to your Storefront sales.

3.4 Payment Processing

All payments are processed through Razorpay Financial Solutions Pvt. Ltd., which is regulated by the Reserve Bank of India (RBI). By using the Platform, you also agree to Razorpay's terms of service. Settlement of your order amounts (net of Transaction Fee and applicable taxes) will be made to your registered bank account as per Razorpay's settlement schedule.

3.5 Fee Changes

ShopMate reserves the right to revise its fee structure with 30 days' prior written notice to your registered email address. Continued use of the Platform after the effective date of any fee revision constitutes your acceptance of the revised fees.

4. Merchant Obligations & Prohibited Conduct

4.1 Merchant Responsibilities

As a Merchant on the ShopMate platform, you are solely responsible for:

  • All Content uploaded to your Storefront, including its accuracy, legality, and compliance with applicable Indian laws.
  • Ensuring all products and services listed on your Storefront comply with applicable laws, licences, and regulatory requirements (FSSAI, BIS, drug licences, etc. where applicable).
  • Fulfilling all orders placed by End-Customers accurately and on time, including managing returns and customer complaints.
  • Maintaining accurate pricing, stock levels, and product descriptions on your Storefront at all times.
  • Issuing valid GST invoices to End-Customers where required under the GST Act, 2017.
  • Complying with the Consumer Protection Act, 2019 — including honouring your return, refund, and exchange policies as published on your Storefront.
  • Maintaining your own Privacy Policy on your Storefront for End-Customers, as required by the DPDP Act, 2023.
  • All staff members and users added to your merchant account — their actions on the Platform are your responsibility.

4.2 Prohibited Conduct

You must not use the Platform to:

  • List, sell, or promote any product or service that is illegal under Indian law, including but not limited to: prohibited drugs, weapons, counterfeit goods, pirated content, or items infringing third-party intellectual property rights.
  • Engage in fraudulent transactions, including fake orders, chargebacks manipulation, or money laundering.
  • Misrepresent yourself, your business, or your products in a way that could mislead End-Customers.
  • Attempt to gain unauthorised access to any other merchant's data, the ShopMate infrastructure, or any related systems.
  • Upload or transmit malware, viruses, or any code designed to disrupt, damage, or gain unauthorised access to any system.
  • Use the Platform for any purpose other than legitimate retail eCommerce operations.
  • Violate any applicable Indian law, rule, or regulation.

Violation of any of the above may result in immediate account suspension or termination without refund, in addition to legal action where warranted.

5. Platform Access & Availability
  • ShopMate grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purpose of operating your Storefront in accordance with this Agreement.
  • ShopMate will use commercially reasonable efforts to ensure the Platform is available 24/7. However, we do not guarantee uninterrupted or error-free access. Scheduled maintenance, third-party service failures (including AWS, Razorpay, and Shiprocket), or events beyond our reasonable control may result in downtime.
  • ShopMate is not liable for any loss of business, revenue, or data arising from planned or unplanned Platform downtime.
  • We reserve the right to modify, suspend, or discontinue any feature of the Platform at any time, with reasonable prior notice where practical.
6. Intellectual Property

6.1 ShopMate's Intellectual Property

All intellectual property in the ShopMate Platform — including software code, design, trademarks, logos, trade names, and documentation — is and shall remain the exclusive property of [COMPANY NAME]. Nothing in this Agreement grants you any ownership rights in the Platform or ShopMate's intellectual property.

6.2 Your Content

You retain ownership of all Content you upload to the Platform (product images, descriptions, logos, etc.). By uploading Content, you grant ShopMate a limited, royalty-free, non-exclusive licence to host, display, and serve that Content solely for the purpose of operating your Storefront. This licence terminates when your account is closed and the Content is deleted.

6.3 Feedback

Any suggestions, feedback, or ideas you provide to ShopMate regarding the Platform may be used by us freely and without obligation to you.

7. Data & Privacy

The collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By agreeing to these Terms, you also agree to our Privacy Policy.

As described in the Privacy Policy, you are the Data Fiduciary for your End-Customers' personal data under the DPDP Act, 2023. ShopMate processes End-Customer data only as a Data Processor on your behalf. You are solely responsible for your End-Customer data compliance obligations.

8. Third-Party Services

The Platform integrates with third-party services including Razorpay (payments), Shiprocket (shipping), AWS (hosting), and Cloudinary (media). Your use of these integrated services is subject to their respective terms and conditions and privacy policies. ShopMate is not responsible for the availability, accuracy, or conduct of any third-party service.

In particular, shipping timelines, delivery failures, and logistics disputes are subject to Shiprocket's terms and the policies of the underlying courier partners. ShopMate shall not be liable for any loss arising from third-party service failures.

9. Suspension & Termination

9.1 Termination by You

You may close your merchant account at any time by contacting us at support@theshopmate.com. Account closure does not entitle you to a refund of the Setup Fee or any Transaction Fees already charged.

9.2 Termination or Suspension by ShopMate

ShopMate may, at its sole discretion, suspend or permanently terminate your account and access to the Platform, with or without prior notice, in the following circumstances:

  • Violation of any provision of this Agreement
  • Fraudulent activity, chargebacks, or misuse of the payment system
  • Listing of prohibited or illegal products
  • Failure to fulfil customer orders or persistent unresolved consumer complaints
  • Any action that, in ShopMate's reasonable opinion, harms the reputation or operations of the Platform
  • Receipt of a valid court order or direction from a competent authority

Upon termination, your Storefront will be taken offline, your data will be retained as required by applicable law (see Privacy Policy, Section 7.3), and any pending settlements net of outstanding fees will be processed within 30 working days.

9.3 Effect of Termination

Termination of this Agreement does not affect: (a) any rights or obligations accrued prior to termination; (b) any provision that by its nature is intended to survive termination, including Sections 6 (IP), 10 (Limitation of Liability), 11 (Indemnification), and 12 (Governing Law).

10. Disclaimer of Warranties & Limitation of Liability

10.1 No Warranties

The Platform is provided on an "as is" and "as available" basis without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. ShopMate does not warrant that: (a) the Platform will be uninterrupted, error-free, or secure; (b) results from use of the Platform will be accurate or reliable; or (c) any defects will be corrected.

10.2 Limitation of Liability

To the maximum extent permitted by applicable Indian law, ShopMate's total aggregate liability to you for any claims arising out of or related to this Agreement or the Platform shall not exceed the total fees paid by you to ShopMate in the three (3) calendar months immediately preceding the event giving rise to the claim.

ShopMate shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of business, loss of data, loss of goodwill, or business interruption — even if ShopMate has been advised of the possibility of such damages.

10.3 Merchant Liability to End-Customers

ShopMate is a platform intermediary and is not a party to the contract of sale between you and your End-Customers. You are solely liable to End-Customers for the products you sell, the accuracy of your listings, refunds, replacements, and all consumer obligations under the Consumer Protection Act, 2019. ShopMate shall have no liability to End-Customers arising from your Storefront or your conduct.

11. Indemnification

You agree to indemnify, defend, and hold harmless [COMPANY NAME], its directors, officers, employees, agents, and service providers from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

  • Your breach of any provision of this Agreement
  • Your Content or products listed on your Storefront
  • Any claim made by an End-Customer arising from your Storefront operations
  • Your violation of any applicable Indian law, including consumer protection, GST, or data protection laws
  • Any fraud, negligence, or wilful misconduct by you or your staff
12. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Neither party shall disclose the other's Confidential Information to any third party without prior written consent, except: (a) to its employees or contractors with a need to know, bound by confidentiality obligations; or (b) as required by applicable law, court order, or regulatory authority.

ShopMate's obligations with respect to your personal data are governed by the Privacy Policy, which prevails over this section to the extent of any inconsistency.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, floods, fires, earthquakes, epidemics, pandemics, government actions, internet or power outages, or acts of third-party service providers. The affected party shall notify the other as soon as reasonably practicable and shall use commercially reasonable efforts to resume performance.

14. Amendments to This Agreement

ShopMate reserves the right to amend these Terms and Conditions at any time. Material changes will be communicated to you via your registered email address and a notice on the Platform dashboard at least 15 days before the changes take effect. Your continued use of the Platform after the effective date constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform and request account closure.

15. Governing Law & Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions.

15.2 Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Platform, the parties shall first attempt to resolve the matter amicably through good-faith negotiations. Either party may initiate this process by sending a written notice to the other party describing the dispute in reasonable detail.

If the dispute is not resolved within 30 days of the written notice, either party may refer the matter to arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or failing mutual agreement, appointed in accordance with the Act. The seat and venue of arbitration shall be [CITY], India. The language of arbitration shall be English.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

15.3 Jurisdiction

Subject to the arbitration clause above, both parties submit to the exclusive jurisdiction of the courts located at [CITY], India for any matter that cannot be resolved by arbitration or for the enforcement of an arbitral award.

16. General Provisions
  • Entire Agreement: This Agreement, together with the Privacy Policy (incorporated by reference), constitutes the entire agreement between you and ShopMate with respect to the Platform and supersedes all prior agreements, representations, or understandings.
  • Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
  • Waiver: Failure by ShopMate to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that or any other provision in the future.
  • Assignment: You may not assign, transfer, or sub-licence your rights under this Agreement without ShopMate's prior written consent. ShopMate may freely assign this Agreement in connection with a merger, acquisition, or sale of assets, with notice to you.
  • Notices: All notices under this Agreement shall be in writing and sent to your registered email address (from ShopMate to you) or to support@theshopmate.com (from you to ShopMate).
  • Language: This Agreement is written in English. In the event of any conflict between an English version and a translated version, the English version shall prevail.