B

Seller Agreement

Effective

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

1. Your Role

As a Seller, you supply products, own all product data, and are responsible for fulfilling orders placed against your listings by Merchants' Customers. You do not operate a customer-facing storefront yourself — that is the Merchant's role.

2. Onboarding & KYC

You must complete identity KYC, provide a valid GSTIN under the regular GST scheme, and pass bank account verification before your account is fully activated. Composition-scheme GST registration is not accepted, since dropshipping through an e-commerce operator is inherently a pan-India, inter-state activity that composition dealers are not permitted to undertake. You are responsible for keeping your GSTIN and KYC details valid and current — a lapsed GSTIN will pause your ability to list or sell until it is re-verified.

3. Product Listings — Your Ownership, Your Responsibility

You are the sole author of your product data: name, description, images, category, brand, HSN code, GST rate, unit of measurement, variants, base price, and inventory. Every new listing and every substantive edit to a live listing is reviewed before it goes live or before the change is visible to Merchants — routine stock-quantity updates are the one exception, and apply instantly. You are responsible for the accuracy of your HSN/GST classification and for not listing counterfeit, infringing, or prohibited goods.

4. Pricing & the Price Floor

You set your base wholesale price. Merchants set their own retail price on top of it, subject to a price floor that always covers your base price, shipping, our commission, and the payment gateway fee — so a Merchant can never undercut your own margin. If you change your base price, Merchants carrying your product are notified and given a chance to adjust before anything is affected.

5. Commission & Fees

We charge a flat platform commission on every order fulfilled through your account, calculated on your base price plus shipping, along with a payment gateway processing fee. Current rates are always visible in your dashboard and in the breakdown attached to every payout.

6. Payouts & Escrow

Order proceeds are held in escrow for a standard period from delivery before release to you, shown in your dashboard. Accounts that maintain a continuous period of active subscription and a strong account health score become eligible for an accelerated payout tier automatically — no manual request needed. A drop in account health can move you back to the standard hold period regardless of tenure. Any payout held beyond the normal schedule (for example, pending a fraud review) will always show a stated reason in your dashboard.

7. Blind Fulfilment Obligations

To protect the Merchant's own brand relationship with their Customer, you must not include your own business name, branding, invoices, or any other identifying material inside a shipment. All customer-facing documents — invoice, AWB label, packing slip — are generated centrally by the Platform using the Merchant's identity, not yours. You are required to photograph the item in good condition before it is handed to the courier; this photo is the evidence baseline for any later Wrong/Damaged claim on that order.

8. GST & Invoicing

Under our Bill-to-Ship-to invoicing structure, you issue a B2B tax invoice to the Merchant (even though the goods physically ship to the Customer) — this invoice carries your GSTIN and is generated automatically by our centralised document service at the point your order is packed. You remain responsible for the correctness of the HSN code and GST rate applied to your own products.

9. Account Health & Quality

Your account health score reflects your defect rate, ship-time adherence, order acceptance rate, and dispute responsiveness. A low score can reduce your catalog's visibility to Merchants, delay your escrow tier, or lead to account suspension in serious or repeated cases. Only verified claims (those that pass our evidence-verification checks) count against your score.

10. Confidentiality

Sales, pricing, and Merchant information you access through the Platform is confidential and may only be used to operate your account — not shared with third parties or used to solicit Merchants or Customers outside the Platform.

11. Term, Suspension & Termination

This Agreement remains in effect while your account is active. We may suspend your account for a breach of this Agreement, confirmed fraud, or a serious quality failure. Suspension disables your ability to list and sell; it does not delete your product records, order history, or financial records — no product or variant record is ever hard-deleted from either side, only marked discontinued, and full historical data remains intact for accounting and dispute purposes.

12. Liability & Indemnity

You are responsible for the accuracy of your listings and the condition of goods at dispatch. You agree to indemnify us against any claim arising from a defective, counterfeit, or misrepresented product you listed. 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.