Vendor / Merchant Agreement

This Vendor / Merchant Agreement (“Agreement”) is entered into between Gopafy Smart Business Solutions (operating Kirana by Gopafy) and the store owner/merchant (“Merchant”) using the Kirana Owner platform.

By registering, accessing, or using the Kirana Owner app or related services, the Merchant agrees to comply with the following terms and conditions.

1. Platform Role
Kirana by Gopafy is an e-commerce marketplace intermediary platform that enables merchants to manage store information, receive customer orders, manage product availability, and communicate order updates digitally.

Kirana does not own products, process customer payments, operate as the legal seller, or directly handle deliveries on behalf of merchants.

Kirana acts solely as a technology platform facilitating digital commerce operations.

2. Merchant Eligibility
The Merchant confirms that:

• They are at least 18 years old
• They are legally authorized to operate their commercial business
• All information submitted is true, accurate, and valid
• They possess all legally required business approvals and registrations

3. Merchant Responsibilities
The Merchant is the legally designated “Seller” under applicable Indian laws and is solely responsible for:

• Product quality and safety
• Pricing compliance and MRP adherence
• Stock availability and inventory management
• Billing and invoicing
• Taxes and GST remittance
• Food safety and hygiene compliance
• Expiry management
• Delivery handling and logistics
• Customer communication and complaint handling
• Refunds, cancellations, and replacements

The Merchant shall remain solely responsible for all applicable taxes, GST filings, statutory compliances, invoices, permits, licenses, and government obligations arising from their business operations.

4. Mandatory Licenses & Documents
The Merchant agrees to digitally input, verify, and maintain valid business documents including:

• PAN Card
• GSTIN (if applicable)
• FSSAI License (mandatory for food-related products)
• Other licenses required under applicable laws

The Merchant is solely responsible for ensuring that all licenses remain active, valid, and legally compliant at all times.

Expired, invalid, suspended, or fraudulent documentation may result in immediate platform suspension or termination.

The Merchant consents to the collection, verification, storage, and processing of submitted business information and compliance documents for onboarding, operational, regulatory, fraud-prevention, and legal purposes.

5. Payments
All customer payments are handled directly by the Merchant through cash, direct UPI transfers, store credit, or other offline payment methods.

Kirana does not collect, hold, settle, or process customer payments on behalf of merchants.

Kirana shall not be responsible for:

• Failed UPI transactions
• Pending bank reversals
• Cash handling disputes
• Uncollected COD amounts
• Payment fraud or banking failures

6. Restricted Products
The Merchant shall not list, advertise, or sell:

• Alcohol
• Tobacco products
• Prescription medicines without authorization
• Illegal substances
• Counterfeit or fake products
• Obscene or prohibited items
• Products restricted under Indian law

Kirana reserves the right to immediately remove listings or suspend Merchant accounts violating this clause.

7. Product Information & Catalog Accuracy
Under the Legal Metrology (Packaged Commodities) Rules, 2011, the Merchant is responsible for verifying:

• Product availability
• Pricing accuracy and MRP compliance
• Expiry or Best Before dates
• Product condition and authenticity

While Kirana may provide a centralized catalog system, the final legal responsibility for listing accuracy remains solely with the Merchant.

Merchants are responsible for independently verifying all catalog information, product mapping, quantities, pricing, expiry details, and stock availability before making products visible to customers.

8. Store Verification
Kirana reserves the right to approve, reject, suspend, restrict, or permanently remove any Merchant account based on:

• Incomplete document verification
• Policy violations
• Fraudulent activity
• Repeated customer complaints
• Regulatory directives
• Suspicious business practices

9. Merchant Conduct
Merchants shall not engage in:

• Fraudulent activities
• Fake order generation
• Platform manipulation
• Misleading advertisements
• Abusive conduct toward customers or platform staff
• Illegal or unethical business practices

Violation of this clause may result in suspension, legal action, or permanent termination from the platform.

10. Customer Complaints
The Merchant agrees to respond responsibly, professionally, and promptly to customer complaints relating to:

• Wrong products
• Damaged products
• Delivery issues
• Refunds and cancellations
• Pricing disputes

Such complaint handling shall comply with the Consumer Protection Act, 2019 and applicable laws.

11. Limitation of Liability
Kirana acts strictly as a technology platform intermediary.

Kirana shall not be legally or financially liable for:

• Product quality issues
• Food contamination incidents
• Delivery failures
• Tax or GST disputes
• Merchant operational losses
• Consumer court disputes
• Regulatory violations by merchants
• Loss of sales or business opportunities

Temporary platform downtime, maintenance periods, software issues, or technical disruptions shall not create liability against Kirana for loss of customers, sales, revenue, or operations.

12. Indemnity
The Merchant agrees to fully indemnify and hold harmless Kirana and Gopafy Smart Business Solutions against:

• Consumer complaints
• Regulatory penalties
• FSSAI violations
• Customer disputes
• Tax disputes
• Legal proceedings
• Operational claims arising from merchant conduct

This includes claims arising from:

• Selling illegal or expired products
• Violation of applicable laws
• Business misconduct
• False product information
• Unsafe or non-compliant products

13. Suspension & Termination
Kirana may suspend or terminate Merchant access immediately and without prior notice for:

• Uploading fake or invalid documents
• Operating with expired licenses
• Fraudulent activity
• Repeated customer complaints
• Material policy violations
• Illegal business conduct

Upon suspension or termination, Kirana may restrict, archive, remove, or retain merchant data, listings, operational records, and account information subject to legal and compliance obligations.

14. Force Majeure
Kirana shall not be liable for service interruptions, onboarding delays, operational failures, platform unavailability, or technical disruptions caused by events beyond reasonable control including:

• Natural disasters
• Internet outages
• Government restrictions
• Strikes or labor disruptions
• Pandemics
• Power failures
• Third-party infrastructure failures

15. Governing Law
This Agreement shall be governed by the laws of India.

Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Bengaluru, Karnataka.

16. Contact Information

Gopafy Smart Business Solutions
No 137, 9th Main, 2nd Cross, Near Varmuneshwara Temple,
JC Nagar, Kurubarahalli, Bengaluru, Karnataka - 560086

Email: [email protected]

Grievance Email: [email protected]