Merchant Agreement

This Merchant Agreement governs the relationship between BadaBiz ("we," "us," "the Platform") and any business registering as a Merchant/Reseller on the Platform ("you," "the Merchant"). By completing Merchant onboarding and launching a storefront, you agree to the terms below, in addition to our general Terms of Service.

1. Your Role

As a Merchant, you operate your own white-label storefront on our infrastructure, import products listed by Sellers, and set your own retail price. You are the customer-facing party — your Customers see your brand only, never a Seller's identity or any other Merchant's storefront.

2. Onboarding & GST Registration

You must complete identity verification and provide a valid GSTIN before your storefront can go live. This is a legal requirement, not a platform preference: under Section 24 of the CGST Act, anyone supplying goods through an e-commerce operator must register for GST regardless of turnover, since you are the legal seller of record to your Customer under our invoicing structure (see Section 6 below).

3. Your Storefront

You choose a subdomain or connect your own custom domain, select a theme, and organise your imported catalog into your own collections. Your storefront is fully isolated — there is no shared marketplace catalog, no cross-store search, and no way for a Customer to discover another Merchant's store through yours.

4. What You Can and Cannot Edit

You may import a Seller's approved product, choose which variants to carry, and set your own retail price — as a fixed amount or an auto-tracking markup over the Seller's base price. You may not edit the underlying product name, description, images, category, brand, HSN code, GST rate, or variant attributes; any correction you believe is needed must go back to the Seller. This is enforced at the platform level, not only hidden in the interface.

5. The Price Floor

Your retail price can never fall below the price floor — the Seller's base price plus shipping, our commission, and the payment gateway fee — validated at the moment you import a product and every time you change a price. If a Seller raises their base price and your fixed price falls below the new floor, you will be notified with the exact gap and given a grace period to adjust before the listing is paused on your storefront.

6. GST & Invoicing — You Are the Legal Seller to Your Customer

Under our Bill-to-Ship-to invoicing structure, the Seller invoices you (a B2B transaction, even though goods ship directly to your Customer), and you separately issue the retail invoice to your Customer as the legal seller of record — this invoice carries your GSTIN and trade name only, generated automatically by our centralised document service alongside the shipping label. Because you are the invoicing party to the Customer, GST compliance on that leg of the sale is your responsibility.

7. Commission & Fees

Our platform commission and the payment gateway processing fee are calculated on the Seller's base price and shipping, not on your retail price — your margin is the difference between your retail price and the price floor. Current rates are visible in your dashboard.

8. Payouts & Escrow

Your margin on each order is held in escrow for a standard period before release, shown in your dashboard. Accounts with a continuous period of active subscription and a strong storefront health score become eligible for an accelerated payout tier automatically. A drop in storefront health can move you back to the standard hold period regardless of tenure.

9. Your Responsibilities to Your Customer

You are the first line of customer service for your storefront — order status, delivery questions, and initial dispute handling. Storefront copy, marketing claims, and checkout must be accurate and may not use manipulative design patterns (false urgency, hidden subscription terms, or discounts calculated against an inflated reference price). Checkout on every storefront is prepaid only — Cash on Delivery is not available anywhere on the Platform, and this cannot be changed at the storefront level.

10. Storefront Health & Account Standing

Your storefront health score reflects your chargeback rate, customer dispute rate, cancellation rate, and any content-moderation flags. A low score can result in checkout restrictions (such as an order-value cap), mandatory manual review of disputes you escalate, or account suspension in serious or repeated cases.

11. Term, Suspension & Termination

This Agreement remains in effect while your account is active. We may suspend your storefront or account for a breach of this Agreement, confirmed fraud, or a serious policy violation. Suspension takes your storefront offline and disables new orders; it does not delete your order history or financial records. You may remove an imported product from your own storefront at any time — this only removes your reference to it, never the Seller's underlying record.

12. Liability & Indemnity

You are responsible for your storefront's content, marketing claims, and the accuracy of your own invoicing to Customers. You agree to indemnify us against any claim arising from your storefront content or a breach of this Agreement. Our own liability to you is limited to the commission and fees actually processed on the specific transaction giving rise to a claim.

13. Governing Law

This Agreement is governed by the laws of India, with disputes subject to the exclusive jurisdiction of the courts at the location of our registered office, as published on our website.