Merchant Onboarding Agreement

Effective and last updated: 05th October, 2026

1. Introduction/ About the company

This platform, DukaanSe, is owned and operated by Vyaptra Solutions Private Limited, a company incorporated under the Companies Act, 2013, with its registered office at Lower Parel, Mumbai, Maharashtra 400013, and bearing Corporate Identification Number (CIN): U47912MH2025PTC454001.

All references to “DukaanSe,” “we,” “us,” or “our” in these Terms or Policies refer to Vyaptra Solutions Private Limited.

For any queries, contact us at support@dukaanseindia.com or write to the above address.

This Merchant Onboarding Agreement (“agreement”) governs the relationship between DukaanSe (by Vyaptra Solutions Private Limited) (“Vyaptra”, “DukaanSe”, “we”, “us”, or “our”) and the undersigned merchant (“merchant”, “you”). You accept this agreement by ticking “I have read and agree to the Merchant Onboarding Agreement” in the DukaanSe Partner application before submitting your registration, or by signing it. DukaanSe keeps a record of the version you accepted and the date and time of acceptance, and sends you a copy.

This agreement defines the commercial relationship, service obligations, payment terms, commission structure, liabilities, and compliance requirements between DukaanSe and Merchants operating on the DukaanSe platform.

2. Definitions

• Platform: The DukaanSe mobile application and website enable users to purchase goods from merchants.

• Merchant: Any individual or entity approved by DukaanSe to list and sell goods on the platform.

• User: An end customer placing orders on DukaanSe.

• Order: A confirmed purchase by a user through the platform.

• Marketplace Fee: A per-order fee (₹8 / ₹10 / ₹12 / ₹15, based on the order’s item value) charged by DukaanSe to the User. The Marketplace Fee is never charged to, or deducted from, the Merchant.

• Commission: DukaanSe’s fee payable by the Merchant only from Year 3 onwards: 3% of the item value of each completed Order (excluding GST and DukaanSe’s fees), plus a subscription of ₹99 per month.

• Gullak Coins: Promotional rewards issued by DukaanSe to Users. Any discount given through Gullak Coins is funded entirely by DukaanSe.

• Delivery Service: Where a User chooses delivery, the delivery service DukaanSe provides to the User. DukaanSe charges and retains the delivery fee, and the merchant’s staff deliver on DukaanSe’s behalf under clause 6A.

• Year 3: The period starting from the 25th calendar month after the merchant’s first successful order on the Platform.

3. Merchant Eligibility & Onboarding

To become a Merchant on DukaanSe, you must:

• Provide valid business registration documents (GSTIN (if applicable as per threshold under GST law), FSSAI registration or licence, Shop & Establishment registration or intimation (where applicable), etc.).

• Submit proof of address, bank account details, and KYC documents (PAN and, where applicable, the company incorporation certificate). If Aadhaar is used for verification, only a masked copy or DigiLocker / offline verification is accepted, and DukaanSe does not store the full Aadhaar number.

• Declare your GST status: registered (regular), composition, or not registered. Composition and unregistered Merchants may sell only within the State, and unregistered Merchants must provide a GST enrolment ID where required for suppliers selling through an e-commerce operator.

• Agree to DukaanSe’s Terms of Use and Privacy Policy.

• Complete DukaanSe’s onboarding verification process.

• DukaanSe reserves the right to accept or reject Merchant applications at its discretion.

4. Scope of Services

• DukaanSe provides a technology platform that allows Merchants to list, promote, and sell products to users.

• DukaanSe facilitates payments, logistics coordination, and customer service as per defined SLAs.

• Merchants remain the seller of record for all goods listed and are responsible for product quality, safety, and legal compliance.

5. Product Listing & Standards

• Merchants must ensure that all listings include accurate descriptions, pricing, images, and stock information.

• Listing counterfeit, expired, or prohibited items is strictly forbidden and will lead to suspension or termination.

• Merchants must comply with applicable FSSAI, Legal Metrology, Consumer Protection, and GST laws.

• Product packaging must be tamper-proof and compliant with applicable safety standards.

• Price Parity Warranty: The Merchant warrants that the selling price listed on the Platform shall match the price offered at the Merchant’s physical store shelf. In the event of a discrepancy where the Store Price exceeds the Platform Price, the Merchant agrees to honour the Platform Price for the User. DukaanSe reserves the right to recover from the Merchant any price difference refunded to the User, together with reasonable costs of up to ₹500 per instance, or delist the Merchant for repeated violations of this warranty.

6. Order Fulfilment & Operational SLAs

• Order Acceptance Rate: ≥95% per week.

• Order Cancellation Rate: ≤5%.

• Pickup Readiness Time: within 30 minutes of order confirmation.

Failure to maintain SLAs may result in reduced visibility or temporary suspension after two written warnings. Repeated non-compliance (3 instances within 60 days) may result in a monetary penalty of up to ₹500 per instance or delisting after due notice.

Applicable penalties will be deducted from the merchant’s next scheduled weekly payout after providing seven days’ written notice and an opportunity to remedy the breach.

6A. Delivery Service

• DukaanSe offers delivery to Users and is the supplier of the Delivery Service to the user. DukaanSe charges, collects and keeps the delivery fee, and accounts for the GST on it.

• Where the Merchant opts in to fulfil deliveries, the merchant’s staff carry out deliveries on DukaanSe’s behalf, within the delivery area set in the Partner app. In return, the Merchant receives the order and the sale of its goods; no separate delivery fee is payable unless agreed in writing.

• The merchant’s staff remain the merchant’s employees or workers at all times. The merchant is responsible for their conduct, wages and statutory obligations, and must ensure they deliver Orders safely, promptly and without tampering.

7. Marketplace Fee & Commission Structure

• Marketplace Fee: Charged by DukaanSe to the User on each Order (₹8 / ₹10 / ₹12 / ₹15 based on item value). It is never charged to or deducted from the merchant.

• Seller Monetisation: No commission or subscription is payable for the first 24 months (Years 1 and 2), and this will not be changed during that period. From Year 3 onwards, DukaanSe shall charge a commission of 3% of the item value of each completed Order (excluding GST and DukaanSe’s fees) and a subscription of ₹99 per month.

• Any future revision in fee or commission shall be notified in writing with at least 30 days’ notice. This does not shorten the zero-commission period above.

• Promotions & Gullak Coins: Discounts given to users through Gullak Coins or DukaanSe promotions are funded entirely by DukaanSe. The merchant receives the full listed price for every item sold, and no part of any such discount is deducted from the merchant’s payout.

8. Payment Terms

• DukaanSe will settle merchant payouts every week (Monday to Sunday cycle), subject to deductions for applicable fees, taxes, refunds, or chargebacks.

• Payouts will be made via NEFT/RTGS/UPI to the bank account provided by the merchant.

• In case of technical or banking delays beyond DukaanSe’s control, payouts will be processed on the next available banking day.

• Statutory deductions: DukaanSe will collect Tax Collected at Source (TCS) under Section 52 of the CGST Act, 2017 where applicable, and deduct Tax Deducted at Source (TDS) under Section 194-O of the Income-tax Act, 1961 at the applicable rate, and will issue the relevant certificates. The Merchant must provide a valid PAN; by law, a higher TDS rate applies if PAN is not provided.

• Settlement: Payouts may be made through an RBI-authorised payment aggregator’s split-settlement facility directly to the merchant’s bank account.

• DukaanSe may withhold or delay payments if:

  • There are unresolved disputes or pending refunds.

  • The merchant materially breaches this agreement, and only to the extent of the amount reasonably connected to the breach.

  • Suspicious activity is detected.

• Any amount withheld will be released within 30 days once the reason for withholding is resolved, with a written explanation of any deduction.

9. Refunds, Returns & Disputes

• Merchants are responsible for honouring valid return and refund requests per DukaanSe’s Refund & Cancellation Policy.

• In case of product quality issues or wrong deliveries, refund liability will rest with the merchant.

• DukaanSe reserves the right to deduct such refunds from future payouts.

• DukaanSe’s support team will mediate disputes in good faith. This does not limit any party’s statutory rights under applicable law.

10. Taxes & Invoicing

• Merchants must comply with all applicable GST, TCS, and other tax obligations.

• DukaanSe will issue its own tax invoices to users for the Marketplace Fee and the delivery fee, and to the merchant for any commission or subscription from Year 3.

• GST-registered Merchants must file their GST returns on time and keep their registration valid. Every merchant must inform DukaanSe within 7 days of any change in its GST status.

• The merchant authorises DukaanSe to generate and issue, in the merchant’s name and on its behalf, the tax invoice, bill of supply or invoice (as applicable to the merchant’s GST status) for every order, and to apply the merchant’s signature or digital signature for this purpose. Invoices are issued in a separate sequential series for each Merchant. The Merchant is responsible for the accuracy of its GST status, product HSN codes and tax rates provided to DukaanSe.

11. Marketing, Promotions & Brand Usage

• Merchants may participate in DukaanSe promotional campaigns, subject to prior approval.

• Use of DukaanSe’s name, logo, or marketing materials requires written consent.

• DukaanSe may use the merchant’s name, store imagery, and product listings for promotional or advertising purposes.

12. Confidentiality

• All business, financial, and operational data exchanged between DukaanSe and the merchant shall be treated as confidential and used solely for business purposes. Obligations of confidentiality survive termination of this agreement.

• Ownership of Data: Personal data of Users received through the Platform ('Platform Data') is processed by the merchant only to fulfil orders, on DukaanSe’s instructions. The merchant must keep platform data secure, must not use it for marketing or to solicit users off the platform, must not share it with anyone else, must delete it when it is no longer needed for an order, and must inform DukaanSe without delay of any data breach. DukaanSe shares only the minimum details needed, such as the user’s first name and order details, with phone numbers masked where possible. Nothing in this clause restricts the merchant’s dealings with its own walk-in customers outside the Platform.

13. Indemnification & Liability

To the maximum extent permitted by law, DukaanSe shall not be liable for indirect, incidental, punitive, or consequential damages. DukaanSe’s aggregate liability in any 12 months shall not exceed the total fees or order value paid (as applicable) under which the claim arose, except for:

1. gross negligence

2. wilful misconduct, or

3. statutory liabilities which cannot be limited under applicable law.

4. The merchant shall indemnify DukaanSe against all claims, penalties and losses arising from:
   (a) the goods sold by the merchant, including their quality, safety, labelling and expiry;
   (b) any breach of food safety, Legal Metrology, consumer protection, tax or other law by the merchant;
   (c) any infringement of third-party rights by the merchant’s listings; and
   (d) the acts or omissions of the merchant’s staff, including while carrying out deliveries.

5. Neither Party shall be liable for failure to perform its obligations under this agreement if such failure is caused by acts of God, riots, war, terrorist attacks, floods, or government lockdowns (‘Force Majeure Event’)

14. Termination

This agreement may be terminated:

• By either party with 30 days' written notice.

• By DukaanSe immediately, in case of:

  • Fraudulent activity or policy violation.

  • Sale of counterfeit, expired, or prohibited goods.

  • Non-payment of dues after 15 days’ written notice.

Upon termination, we will settle any pending payouts after deductions for refunds, penalties, or claims.

15. Governing Law & Dispute Resolution

• The laws of India shall govern this agreement.

• Subject to the arbitration clause below, the courts in Mumbai, Maharashtra shall have exclusive jurisdiction.

• The parties shall first try to resolve any dispute through good-faith negotiation for at least 15 days. If it is not resolved, either party may refer the dispute to arbitration by a sole arbitrator appointed by mutual consent (or, failing agreement, under the Arbitration and Conciliation Act, 1996), seated in Mumbai, with proceedings in English.

• DukaanSe complies with the Digital Personal Data Protection Rules, 2025, and updates its practices as each provision comes into force.

16. Notices

All communications under this agreement shall be in writing and sent to: merchants@dukaanseindia.com. Notices to the Merchant may be sent to the email address and mobile number registered in the DukaanSe Partner application. Notices may also be sent to DukaanSe’s registered office.

17. Entire Agreement

• This document constitutes the entire agreement between DukaanSe and the merchant. Amendments may be made by written notice from DukaanSe as provided in clause 7, or otherwise in writing accepted by both parties, including acceptance in the Partner app.

• Each party acknowledges that it has read and understood this agreement and has had the opportunity to obtain independent legal advice before signing.

• Electronic acceptance: This Agreement may be accepted electronically in the DukaanSe Partner application, and such acceptance is valid and binding under the Information Technology Act, 2000. Any stamp duty payable on this Agreement shall be borne by the merchant.