MERCHANT AGREEMENT Merceton Platform
This Merchant Agreement (“Agreement”) is entered into between:
Smarkitals Technologies India Private Limited,a company incorporated under the Companies Act, 2013,having its registered office at UNIT A908, Royal Garden, Shalimar City,Ghaziabad, Uttar Pradesh – 201005, India
(hereinafter referred to as “Merceton”, “Platform”, “Company”, “We”, “Us”, or “Our”)
AND
The individual, partnership, LLP, or company registering as a seller on Merceton (hereinafter referred to as “Merchant”, “You”, or “Your”).
By completing onboarding, submitting KYC, or listing products on Merceton, the Merchant agrees to be bound by this Agreement.
1. NATURE OF PLATFORM
1.1 Merceton is a hybrid SaaS technology platform and settlement facilitator that enables merchants to create digital storefronts and sell products online.
1.2 Merceton does not:
- Own inventory listed by merchants
- Manufacture products
- Act as principal seller (unless explicitly stated)
1.3 The Merchant acts as the independent seller of record for all products listed.
2. MERCHANT ONBOARDING & KYC 2.1 Merchant shall provide:
- Valid identity proof
- Business registration documents
- GST registration (if applicable)
- Bank account details
- PAN details
2.2 Merceton reserves the right to:
- Approve or reject onboarding
- Seek additional documentation
- Suspend account for incomplete or suspicious information
2.3 Merchant represents that all documents submitted are authentic and lawful.
3. MERCHANT OBLIGATIONS
The Merchant shall:
3.1 Ensure product authenticity and compliance with applicable laws.
3.2 Not list:
- Counterfeit goods
- Prohibited items
- Infringing products
- Illegal or regulated items without license
3.3 Maintain accurate product descriptions, pricing, and stock levels.
3.4 Handle customer service, grievances, returns, and disputes.
3.5 Comply with Consumer Protection (E-Commerce) Rules, 2020 and applicable Indian laws.
4. PRICING, PLANS & PLATFORM FEES
4.1 Subscription Plans Merceton operates on a multi-plan pricing model. Merchants may subscribe to different plans, packages, or pricing tiers offered by the Platform from time to time.
Plans may include, but are not limited to:
- Fixed + Percentage per order model
- Subscription-based plans (monthly or annual)
- Volume-based pricing
- Enterprise or custom pricing arrangements
The features, transaction limits, settlement benefits, and fee structures applicable to each plan shall be published on the Platform pricing page.
4.2 Transaction-Based Platform Fees
Depending on the selected plan, the Merchant agrees that Merceton may charge:
- A fixed fee per successful order
- A percentage-based fee on order value
- Or a combination of fixed and percentage-based charges
Example (illustrative only):
₹5 + 2% per successful order.
The applicable plan selected by the Merchant at the time of subscription shall determine the fee structure.
4.3 Taxes GST at 18% or such applicable rate under Indian law shall be levied on platform fees. The merchant agrees to pay all applicable taxes on fees charged by Merceton.
4.4 Additional Charges
The following charges may apply separately and are not included in platform fees unless specified:
- Payment gateway charges (as per integrated gateway provider)
- Shipping and logistics charges (if using integrated partners)
- Optional add-on services (analytics, premium support, custom integrations, etc.)
4.5 Plan Modifications
Merceton reserves the right to:
- Modify plan features
- Introduce new plans
- Revise pricing
- Discontinue existing plans
With prior notice communicated via email or dashboard notification.Continued use of the Platform after such notification shall constitute acceptance of the revised pricing.
4.6 Plan Upgrades & Downgrades
Merchant may upgrade or downgrade plans subject to:
- Applicable billing cycle adjustments
- Revised transaction fee structure
- Settlement modifications (if any)
Downgrades may take effect from the next billing cycle.
4.7 Refundability of Platform Fees
Platform fees are refundable only in the event of:
- Fully cancelled orders prior to fulfillment
Subscription fees, if applicable, are non-refundable unless otherwise stated in writing.
4.8 Custom or Enterprise Agreements
In case of a separately executed enterprise or custom agreement, such agreement shall override this clause to the extent of inconsistency.
5. PAYMENTS & SETTLEMENTS
5.1 Payments are processed through integrated payment gateways including Cashfree.
5.2 Merceton does not store card information.
5.3 Settlement Cycle:
- Weekly
- Settlement Day: Friday
- Period Covered: Week ending Thursday
5.4 Net receivable shall be transferred after deducting:
- Platform fee
- GST on platform fee
- Gateway charges
- Shipping charges
- Refund adjustments
- Chargebacks or penalties (if any)
5.5 Merceton may withhold settlements in cases of:
- Suspected fraud
- Excessive chargebacks
- Policy violations
- Regulatory orders
6. REFUNDS & CANCELLATIONS
6.1 Refunds must be initiated by the Merchant within the dashboard.
6.2 Once initiated, refunds shall be processed via the payment gateway.
6.3 Customer refund timeline: 5–7 working days (subject to banking timelines).
6.4 Gateway charges may not be refundable depending on provider policy.
6.5 Platform fees refundable only in case of full cancellation before dispatch.
7. SHIPPING & FULFILLMENT
7.1 Merchant may:
- Ship directly to customers,OR
- Use integrated logistics partners enabled on the platform.
7.2 Delivery timelines depend on:
- Merchant processing
- Courier partner network
- Location
7.3 Merceton is not liable for delays caused by logistics providers.
8. CHARGEBACKS & DISPUTES
8.1 In case of payment disputes or chargebacks:
- Merchant shall provide proof of delivery
- Valid invoice
- Order confirmation
- Communication logs (if required)
8.2 Chargeback amounts shall be deducted from Merchant settlement.
8.3 Excessive chargeback ratio may result in suspension.
9. TAXATION
9.1 Merchant is solely responsible for:
- GST compliance
- Income tax compliance
- Issuance of valid tax invoices
9.2 Merceton shall issue invoice for platform fees charged.
10. DATA & PRIVACY
10.1 Merchant agrees that customer data collected through platform shall be used solely for order fulfillment and lawful purposes.
10.2 Merchant shall not misuse customer data.
10.3 Platform complies with applicable Indian data protection laws.
11. PROHIBITED CONDUCT
Merchant shall not:
- Engage in fraudulent transactions
- Manipulate reviews
- Abuse refund mechanism
- Attempt to bypass platform payment systems
Violation may lead to:
- Immediate suspension
- Withholding of funds
- Legal action
12. SUSPENSION & TERMINATION
12.1 Merceton may suspend Merchant account for:
- Fraud suspicion
- Regulatory non-compliance
- High dispute ratio
- Breach of this Agreement
12.2 Merchant may request voluntary termination.
12.3 Upon termination:
- Pending refunds will be processed
- Final settlement after deductions
- Data retention as per legal requirements
13. LIMITATION OF LIABILITY
13.1 Merceton shall not be liable for:
- Product defects
- Indirect damages
- Loss of profit
- Delayed delivery
13.2 Maximum liability shall not exceed platform fees collected in the preceding 3 months.
14. INDEMNITY
Merchant agrees to indemnify and hold harmless Merceton from:
- Customer claims
- Regulatory penalties
- IP infringement claims
- Product liability issues
15. FORCE MAJEURE
Merceton shall not be liable for failure due to:
- Natural disasters
- Government actions
- Network failures
- Pandemic disruptions
16. MODIFICATION
Merceton may modify this Agreement with prior notice via dashboard or email.Continued usage constitutes acceptance.
17. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by the laws of India.Courts located in Ghaziabad, Uttar Pradesh shall have exclusive jurisdiction.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties.