By registering as a vendor, completing the onboarding process, or accessing or using any services provided through the Gramodhaya platform, the Second Party acknowledges and agrees that it is entering into this Agreement with the First Party and agrees to be bound by the terms and conditions contained herein, together with all applicable platform policies, including but not limited to the Terms of Service, Privacy Policy, Payment Policy, Delivery Policy, and Cancellation, Return and Refund Policy, as amended or updated by the First Party from time to time.
For the purposes of this Agreement, references to “we”, “us”, or “Gramodhaya” shall mean the First Party, namely GramRise Ventures Private Limited, and references to “you” or “Vendor” shall mean the Second Party. Capitalised terms used in this Agreement but not specifically defined herein shall have the meanings assigned to them under the applicable platform policies.
In the event of any inconsistency or conflict between these general terms of the Agreement and any service-specific terms applicable to particular services offered on the platform, the provisions of such service-specific terms shall prevail to the extent of the inconsistency. Further, in the event of any inconsistency between this Agreement and the platform policies, this Agreement shall prevail, except where expressly stated otherwise.
1. Enrolment
To commence the vendor onboarding process, you are required to complete the registration and verification procedures prescribed by Gramodhaya for one or more of the services offered on the platform. Use of the services is strictly limited to individuals or entities that are legally capable of entering into binding contracts under applicable Indian law. As part of the onboarding process, you must provide accurate, complete, and up-to-date information including your legal name, business address, contact details, applicable tax registrations, bank account details, and such other information as may be required by Gramodhaya from time to time. Any personal or business data submitted during onboarding shall be processed in accordance with Gramodhaya’s Privacy Policy.
2. Service Fee Payments
2.1 Details relating to commission, platform fees, and other applicable charges are set out in the relevant platform policies and vendor dashboards. Unless otherwise expressly stated, you shall be solely responsible for all costs and expenses incurred by you in connection with this Agreement. Gramodhaya may require you to provide valid bank account details in your own name with a bank located in India and enabled for receiving electronic settlements. You agree to ensure that all information provided by you remains accurate and updated at all times. You authorise Gramodhaya to verify such information, including through internal or third-party validation tools, and to process settlements, deductions, or adjustments in accordance with platform policies.
2.2 At Gramodhaya’s discretion, payments due to you may be settled through electronic transfers or other lawful methods. Gramodhaya shall not be responsible for any failure or delay in settlement arising due to incorrect, incomplete, or outdated bank details provided by you. In addition to charging applicable fees, Gramodhaya may offset any amounts payable by you against amounts due to you, or recover such amounts through deductions from future settlements. All amounts under this Agreement shall be calculated and settled in Indian Rupees unless otherwise specified.
2.3 If Gramodhaya identifies erroneous, duplicate, or disputed transactions, it reserves the right to recover the same by deducting such amounts from future settlements, adjusting payouts, or by any other lawful means. This shall not prejudice your right to raise a bona fide dispute in accordance with platform procedures.
2.4 Where Gramodhaya determines that your actions or performance may result in excessive returns, disputes, chargebacks, policy violations, or other operational or legal risks, Gramodhaya may withhold settlements until such concerns are resolved. In cases involving fraudulent, deceptive, illegal activity, or repeated policy violations, including sale of counterfeit goods, Gramodhaya may permanently withhold amounts payable to you, subject to applicable law.
2.5 The First Party may withhold or defer settlement amounts where reasonably necessary to manage fraud risk, chargebacks, excessive returns, regulatory compliance, legal restraints, or suspected policy violations. In cases not involving fraud, illegality, or regulatory direction, the First Party shall endeavour to review such holds periodically and release undisputed amounts within a commercially reasonable timeframe. The Second Party shall be informed of the general nature of the hold unless restricted by law or regulatory instruction. Nothing herein shall limit the First Party’s right to permanently withhold amounts in cases involving fraud, counterfeit products, unlawful conduct, or material breach.
2.6 In the event of a breach that is not fraudulent, unlawful, materially harmful to customers, or damaging to the integrity of the Platform, the First Party may, at its discretion, provide the Second Party with a reasonable opportunity to cure such breach within a specified timeframe prior to exercising its right of termination. Failure to remedy such breach within the stipulated period shall entitle the First Party to proceed with suspension or termination without further notice.
3. Term and Termination
3.1 This Agreement shall commence on the date your vendor registration is successfully completed and shall continue until terminated by either party in accordance with this section. You may terminate your participation in the platform at any time by providing notice through the vendor dashboard or other prescribed communication channels. Gramodhaya may terminate this Agreement for convenience by providing thirty (30) days’ prior notice.
3.2 Gramodhaya may suspend or terminate your access immediately if it determines that you have materially breached this Agreement, engaged in fraudulent or unlawful activity, caused harm to customers or the platform, or otherwise posed a risk to Gramodhaya’s legitimate interests. Where feasible, Gramodhaya shall notify you of such suspension or termination and indicate available remedies or appeal options, unless doing so would compromise investigations or enforcement actions. Upon termination, all rights and obligations shall cease except for obligations accrued prior to termination, including payment liabilities, indemnities, and dispute resolution provisions, which shall survive termination.
4. Licence
You grant Gramodhaya a non-exclusive, royalty-free, worldwide licence to use, reproduce, display, and distribute your product images, trademarks, descriptions, and other materials for the purposes of operating, promoting, and improving the platform and its services. Gramodhaya shall not materially alter your trademarks except for resizing or formatting necessary for display and shall comply with reasonable removal requests where technically feasible. Nothing herein shall restrict Gramodhaya’s right to use such materials as permitted under applicable law.
5. Representations
Each party represents and warrants that it is duly organised and authorised to enter into this Agreement, that it shall comply with all applicable laws, including tax and regulatory requirements, and that it is not subject to sanctions or restrictions imposed by any competent authority. You further represent that all information provided during onboarding is accurate and lawful.
6. Indemnification
You agree to indemnify, defend, and hold harmless Gramodhaya and its directors, officers, employees, and affiliates against any claims, losses, damages, liabilities, costs, or expenses arising out of your breach of this Agreement, your products, product listings, fulfilment obligations, tax liabilities, or legal non-compliance. Gramodhaya shall similarly indemnify you against claims arising solely from its non-compliance with applicable law or infringement attributable to the platform itself. Indemnification procedures shall be conducted in good faith, with reasonable cooperation by both parties.
7. Disclaimer
The platform and services are provided on an “as is” and “as available” basis. You access and use the platform at your own risk. Gramodhaya disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. Gramodhaya does not guarantee uninterrupted or error-free operation of the platform and shall not be liable for service interruptions or technical failures.
8. Limitation of Liability
Gramodhaya shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits or business, arising out of or in connection with this agreement. Gramodhaya’s aggregate liability shall not exceed the total commission earned from you during the six (6) months preceding the event giving rise to the claim, except in cases of gross negligence or wilful misconduct.
9. Insurance
Where required by law or notified by Gramodhaya based on transaction volume or risk profile, you shall maintain adequate insurance coverage, including product liability insurance, and provide proof of such coverage upon request.
10. Tax Matters
You are solely responsible for compliance with all applicable tax laws, including collection, payment, reporting, and issuance of valid invoices. Gramodhaya acts only as a facilitator and is not responsible for your tax obligations. Any tax deductions required by law may be effected by Gramodhaya prior to settlement.
10.1 Mandatory Registration and Onboarding Compliance
10.1.1 The Second Party shall, for the entire term of this Agreement, obtain, maintain, and keep valid all statutory registrations required under applicable laws, including but not limited to registration under the Goods and Services Tax laws applicable in India (“GST Laws”).
10.1.2 At the time of onboarding and on a continuing basis, the Second Party shall furnish its Permanent Account Number (PAN), Aadhaar details, Goods and Services Tax Identification Number (GSTIN), and such other documents, declarations, certifications, or information as may be required by the First Party or prescribed under applicable law.
10.1.3 The First Party reserves the right to suspend listings, withhold settlements, restrict access to Services, or terminate this Agreement in the event of non-submission, invalidation, suspension, cancellation, or inaccuracy of any statutory registration or information.
10.2 Issuance of Tax Invoices
10.2.1 The Second Party irrevocably authorises the First Party to issue tax invoices, debit notes, and credit notes to customers on behalf of the Second Party, in accordance with applicable GST Laws, as amended from time to time.
10.2.2 Such invoices shall be deemed to have been issued by the Second Party, and the Second Party shall remain solely and exclusively responsible for the correctness of product classification, HSN/SAC codes, valuation, tax rates, exemption status, place of supply, and all other statutory particulars contained therein.
10.3 Responsibility for GST and Other Indirect Taxes
10.3.1 The Second Party shall be solely and exclusively responsible for the collection, reporting, and payment of all applicable GST and any other indirect taxes arising from supplies made through the Platform, together with any interest, penalties, late fees, or statutory dues.
10.3.2 The First Party shall not be liable for any default, delay, short payment, incorrect payment, or non-payment of taxes by the Second Party.
10.4 Reverse Charge Mechanism (RCM)
10.4.1 Any tax liability arising under the Reverse Charge Mechanism, if applicable to the Second Party, shall be the sole responsibility of the Second Party.
10.4.2 The First Party shall have no obligation to determine, discharge, or monitor any such liability.
10.5 Tax Deduction at Source (TDS) under Income-tax Laws
10.5.1 The First Party shall deduct tax at source on amounts payable or credited to the Second Party at such rates and in such manner as may be prescribed under applicable Income-tax laws, at the time of credit or payment, whichever is earlier.
10.5.2 Such deduction shall be made from the gross amount payable and shall form part of the settlement mechanism under this Agreement.
10.6 Tax Collection at Source (TCS) under GST Laws
10.6.1 The First Party shall collect tax at source on the value of supplies made by the Second Party through the Platform at the rates prescribed under GST Laws, as amended from time to time.
10.6.2 The amount so collected shall be deposited with the appropriate Government authority within prescribed timelines.
10.6.3 Settlement amounts payable to the Second Party shall be made after deduction of applicable TCS.
10.7 Claim of TCS Credit
The Second Party shall be solely responsible for claiming credit of TCS collected and deposited by the First Party in accordance with applicable GST Laws. The First Party shall not be responsible for any denial, mismatch, reversal, or non-availability of such credit arising due to any act or omission of the Second Party.
10.8 TDS on Platform Fees
Where the Second Party seeks to deduct tax at source on any platform fees, commission, subscription charges, or processing charges payable to the First Party, the Second Party shall deduct and deposit such tax from its own funds without reducing or withholding any amount payable to the First Party. Upon submission of valid proof of deduction and deposit, and subject to verification, such amount may be adjusted in future settlements at the discretion of the First Party.
10.9 Audit, Inquiry, and Statutory Proceedings
In the event of any audit, inquiry, investigation, notice, or proceeding initiated by any tax or statutory authority relating to the Second Party or supplies made through the Platform, the Second Party shall provide full cooperation, records, documents, and explanations as may be required. The Second Party shall bear all consequences arising from such proceedings.
10.10 Right of Recovery and Set-Off
In the event the First Party is required to pay any tax, interest, penalty, or statutory dues arising due to the Second Party’s default or non-compliance, the First Party shall have the right to recover, adjust, or set off such amounts against any sums payable to the Second Party, without prejudice to other remedies available under law or this Agreement.
10.11 Indemnity
The Second Party shall indemnify, defend, and hold harmless the First Party, its directors, officers, employees, and affiliates from and against any claims, losses, penalties, interest, costs, liabilities, or proceedings arising out of: non-compliance with tax laws; incorrect classification or tax treatment; failure to discharge tax liabilities; or denial, mismatch, or reversal of tax credits attributable to the Second Party.
10.12 Change in Law
Any change in applicable law, including changes in tax rates, scope of levy, method of collection, deduction, compliance obligations, or statutory requirements, as notified by the Government from time to time, shall automatically apply to this Agreement without requiring formal amendment.
10.13 No Tax Agency Relationship
Nothing contained in this Agreement shall be construed as creating any tax agency, advisory, fiduciary, or representative relationship between the First Party and the Second Party.
10.14 Material Breach
Any non-compliance by the Second Party with applicable tax or statutory obligations shall constitute a material breach of this Agreement and shall entitle the First Party to suspend Services, withhold settlements, remove listings, or terminate this Agreement in accordance with its terms.
11. Confidentiality and Personal Data
You may receive confidential information during your participation on the platform. You agree to protect such information and use it solely for fulfilling orders and providing customer service. Customer personal data shall be handled strictly in accordance with applicable data protection laws and Gramodhaya’s Privacy Policy and shall not be retained beyond lawful necessity. All customer data, including personal information, order details, and transactional data accessed or received by the Second Party in connection with the Services shall remain the exclusive property of the First Party, and the Second Party shall not store, use, transfer, or exploit such data for any purpose other than fulfilling orders and providing customer support strictly through the platform.
12. Marketplace Positioning, Pricing Commitment and Channel Sales
12.1 The Parties acknowledge that the First Party operates the Platform as India’s dedicated e-commerce marketplace focused on promoting rural entrepreneurs, artisans, MSMEs, and grassroots producers, and that maintaining consumer trust through fair and competitive pricing is fundamental to the sustainability of the Platform.
12.2 The Second Party agrees that, during the Term of this Agreement, it shall ensure that the products listed on the Platform are offered at prices that are competitive and, in any event, not higher than the prices at which identical or substantially similar products are offered by the Second Party on other online marketplaces. The Second Party also agrees that they shall not sell their products at a lower price than the price quoted by the First Party in it’s platforms or any other medium, or offer any discounts or other offers that are not available in the First party’s platform.
12.3 Without prejudice to the foregoing, the First Party may, at its discretion, require price parity, preferential pricing, or product-level exclusivity in respect of specific stock keeping units (SKUs), categories, or promotional campaigns, and the Second Party agrees to comply with such requirements where mutually agreed or where participation in such programme is elected by the Second Party.
12.4 The First Party may also introduce time-bound exclusivity arrangements for newly launched products, limited promotional windows, or mission-aligned campaigns, and the Second Party may opt to participate in such programmes subject to applicable commercial incentives or enhanced visibility benefits as determined by the First Party.
12.5 Nothing contained herein shall restrict the Second Party from undertaking offline sales of its products through physical retail channels, distributors, exhibitions, or direct institutional sales, provided that such offline sales do not violate the pricing commitments set forth in this Clause.
12.6 The First Party reserves the right to monitor publicly available pricing of the Second Party’s products across online channels and may seek clarification or corrective action where pricing commitments under this Clause are not adhered to. Persistent or material deviations may result in corrective measures including suspension, reduced visibility, or termination in accordance with this Agreement.
12.7 The Second Party shall not, in connection with any offline sales or business activities, represent itself as an agent, partner, or authorised representative of Gramodhaya, nor use the First Party’s trademarks, branding, or platform references in a manner that suggests endorsement, affiliation, or association beyond the scope of this Agreement.
13. Commission, Fees, and Payment Settlement
13.1 In consideration for access to and use of the Platform and the Services, the Second Party agrees to pay to the First Party a commission ranging from twelve percent (12%) to fifteen percent (15%) of the gross order value (exclusive of applicable taxes), the exact rate being determined by the First Party based on product category, pricing strategy, operational requirements, fulfilment complexity, promotional participation, and other commercial factors.
13.2 The applicable commission rate shall be communicated to the Second Party through the Vendor dashboard, fee schedule, or written communication, and may vary across categories or campaigns.
13.3 The First Party reserves the right to revise commission rates prospectively, subject to prior notice to the Second Party through the Platform or registered communication channels. Any revised rates shall apply only to orders placed after the effective date of such revision.
13.4 All commission amounts are exclusive of applicable Goods and Services Tax (GST) or other statutory levies, which shall be charged and collected in accordance with applicable law.
13.5 Unless otherwise notified, settlements shall be processed within a commercially reasonable period from the date of confirmed delivery of the relevant order, subject to applicable refund and return windows, and shall be credited to the bank account designated by the Second Party during onboarding. The Second Party acknowledges and agrees that the First Party may withhold, adjust, or delay payments where required for reconciliation, compliance with applicable law, customer disputes, or enforcement of platform policies.
14. Premium Services and Optional Subscription Model
14.1 The Parties acknowledge that the First Party does not charge any onboarding, registration, or standard product listing fees for Vendors to access and list products on the Platform.
14.2 Access to the Platform for the purpose of listing and selling products shall not be conditional upon payment of any subscription or recurring participation fee, except as expressly elected by the Second Party under optional premium service offerings.
14.3 The First Party may, at its discretion, offer optional premium service packages designed to provide enhanced visibility, promotional support, priority placement, analytics tools, campaign participation, or other value-added services. Such offerings may be structured under tiered subscription models, including but not limited to three (3) differentiated service tiers.
14.4 Participation in any premium subscription package shall be entirely voluntary and shall require the express opt-in of the Second Party. The Second Party’s decision not to subscribe to any premium package shall not restrict its ability to list products or continue selling on the Platform under the standard marketplace model.
14.5 The pricing, features, duration, and terms of any premium subscription package shall be communicated through the Vendor Dashboard or written communication and may be revised prospectively with prior notice.
15. Packaging, Labelling, and Shipping Obligations
The Second Party shall be solely responsible for the packaging of its products in a commercially reasonable and safe manner suitable for transit, storage, and delivery, in compliance with applicable laws and platform standards. The Second Party shall ensure that all shipments are packed using the shipping labels, invoices, and documentation generated or made available through the Gramodhaya platform, including labels bearing the branding, tracking, and identification details prescribed by the First Party. Upon packaging, the Second Party shall hand over the shipment to the logistics or shipping partner designated or approved by the First Party within the timelines communicated through the platform. The Second Party acknowledges that failure to comply with packaging, labelling, or handover requirements may result in delayed deliveries, customer complaints, penalties, suspension of listings, or other remedial actions by the First Party in accordance with applicable policies. The Second Party shall not include, insert, or enclose within any shipment any promotional material, marketing insert, discount voucher, QR code, business card, contact details, or communication intended to solicit repeat purchases or redirect customers outside the Gramodhaya platform, unless expressly permitted in writing by the First Party.
16. Products and Product Information
You shall, in accordance with applicable platform policies, provide accurate, complete, and up-to-date required product information for each product that you make available for listing and sale on the Gramodhaya platform and shall promptly update such information whenever necessary to ensure its continued accuracy and completeness. You shall ensure that all materials provided by you, including product descriptions, images, packaging, pricing, and representations, as well as the products themselves and their sale through the platform, comply with all applicable laws, including labeling, marking, consumer protection, and sector-specific regulatory requirements. You shall further ensure that none of your materials or products contain any unlawful, misleading, obscene, defamatory, or sexually explicit content. You shall not list or attempt to list any products that are prohibited, restricted, or excluded under Gramodhaya’s policies, nor shall you provide or request the use of any prohibited trademarks, domain-based identifiers, or URL-embedded marks in connection with product listings. For each product listed, you shall clearly specify the location from which the product will be shipped.
17. Expired, Unsafe, or Non-Compliant Products
17.1 The Second Party represents and warrants that it shall not list, offer for sale, or sell through the Platform any product that is expired, time-barred, past its stated “best before” or “use by” date, unsafe for consumption or use, adulterated, contaminated, defective, misbranded, mislabelled, counterfeit, or otherwise in violation of any applicable laws, regulations, standards, or mandatory product compliance requirements.
17.2 The Second Party shall ensure that all products listed on the Platform comply at all times with applicable food safety laws, consumer protection laws, labelling requirements, packaging regulations, quality control standards, and all other statutory and regulatory requirements in force in India.
17.3 In the event that any product listed or sold by the Second Party is found to be expired, unsafe, non-compliant, or otherwise in breach of this Agreement or applicable law, the Second Party shall be solely and exclusively responsible for all consequences arising therefrom, including but not limited to customer complaints, refunds, replacements, recalls, product withdrawals, penalties, regulatory actions, investigations, or legal proceedings.
17.4 The Second Party shall promptly and amicably resolve all customer grievances relating to such products in coordination with the First Party and shall bear all associated costs, charges, and liabilities.
17.5 Without prejudice to any other rights or remedies available under this Agreement or law, the Second Party agrees to fully defend, indemnify, and hold harmless the First Party, its directors, officers, employees, affiliates, and agents against any and all claims, losses, damages, penalties, fines, costs, or liabilities arising directly or indirectly from the listing, sale, or distribution of such expired, unsafe, or non-compliant products.
17.6 The First Party reserves the right, without prior notice, to immediately delist, suspend, remove, or block access to any such products and to suspend or terminate the Second Party’s account where material violations are identified.
18. Product Listing, Merchandising, and Order Processing
Gramodhaya shall list your products for sale on the platform in the applicable product categories supported for sellers and may promote or merchandise such products through the platform or associated digital properties in accordance with this Agreement and applicable policies. Gramodhaya reserves the right, at its sole discretion, to restrict, suspend, or revoke listing access in any category or sub-category at any time. Gramodhaya may implement rating systems, reviews, or feedback mechanisms relating to products or seller performance and may make such information publicly visible. Gramodhaya shall provide you with order information for each transaction conducted through the platform.
19. Shipping and Handling Charges
19.1 The Parties acknowledge that logistics and shipping charges in respect of products listed on the Platform may be structured in a commercially flexible manner. Shipping and handling costs may, depending on the Vendor’s pricing strategy and fulfilment model: (a) be charged separately to the end customer; (b) be absorbed by the Second Party; or (c) be incorporated into the product price as determined by the Second Party.
19.2 Where shipping charges are collected from customers at checkout, such amounts shall form part of the Sales Proceeds and shall be subject to applicable platform commissions, deductions, and taxes unless otherwise notified.
19.3 Where the Second Party elects to bear or subsidise logistics costs, whether partially or fully, such allocation shall not affect the First Party’s entitlement to commission calculated on the gross order value (exclusive of applicable taxes), unless otherwise expressly agreed in writing.
19.4 Where the First Party facilitates logistics services through integrated or platform-approved third-party partners, the First Party shall retain discretion over: (a) selection and integration of logistics partners; (b) display and calculation of shipping fees on the Platform; (c) operational routing, tracking, and service standards; and (d) reconciliation and settlement of logistics-related charges.
19.5 The First Party may, where required for operational efficiency, customer transparency, or compliance, standardise shipping fee presentation, delivery timelines, or service levels across categories. Nothing in this Clause shall be construed as creating an agency relationship between the Second Party and any logistics partner facilitated through the Platform.
20. Payment Fraud
Gramodhaya shall bear the risk of payment fraud arising solely from unauthorised use of third-party payment instruments, provided that such transactions are processed strictly in accordance with platform requirements. You shall bear all other risks of fraud, loss, or misuse, including cases where fulfilment does not conform to order or shipment information provided through the platform.
21. Sale and Fulfilment Obligations
You shall be solely responsible for sourcing, selling, packaging, fulfilling, and handing over to shipping, your products in accordance with order information, these Service Terms, and the terms displayed to customers at the time of purchase. You shall package products in a commercially reasonable manner and dispatch them within the timelines committed on the platform. You shall regularly retrieve and review order information and shall not cancel transactions except as permitted under platform policies or applicable law. You shall ship products across India except where legally restricted. You shall provide shipment status, tracking information, and delivery confirmations as required, and Gramodhaya may make such information available to customers. You shall comply with any release date or embargo instructions applicable to specific products. You shall ensure that you are the legal seller of all products listed, include order-specific documentation within shipments, clearly identify yourself as the seller, and refrain from directly contacting customers outside platform-enabled communications except where expressly permitted.
22. Returns and Refunds
Gramodhaya may disburse refund amounts to customers on your behalf and recover such amounts from your settlement balance. Refund obligations shall be fulfilled within legally mandated timelines and, in any case, no later than thirty days from the date the obligation arises.
23. Delivery Errors, Defects, and Recalls
You shall be responsible for all theft, defects, non-conformities, and recalls relating to your products, except where caused solely by platform-level payment fraud or verified platform system errors. You shall promptly notify Gramodhaya of any product defects, safety issues, or recalls, whether public or private, and shall cooperate fully in corrective actions.
24. Customer Disputes and Chargebacks
In the event of customer complaints, disputes, chargebacks, or platform-mediated claims relating to your products, you shall cooperate fully in investigations and resolution. Where liability is attributed to you, you shall reimburse Gramodhaya for all amounts paid to customers, including associated processing, banking, or penalty fees, and shall not pursue recovery directly from customers.
25. Fees and Compensation
You shall pay Gramodhaya applicable platform fees, including listing fees, commission or referral fees, subscription charges, closing fees, or any other charges notified under the fee schedule in force from time to time. All amounts shall be payable in Indian Rupees and shall be exclusive of applicable taxes, which shall be borne by you unless otherwise specified.
26. Settlement Mechanism
Sales proceeds shall be remitted to you through a designated nodal or escrow mechanism in accordance with Reserve Bank of India guidelines. Gramodhaya is authorised to collect payments from customers on your behalf and to disclose necessary information to banks, payment processors, auditors, or regulatory authorities. Gramodhaya may maintain reserves from settlement amounts to cover anticipated refunds, disputes, or chargebacks.
27. Settlement Timing and Adjustments
Settlement amounts shall be credited to your registered bank account on designated settlement cycles, subject to verification, reserves, and deductions. Changes to bank details may result in settlement delays. Where refunds are issued, Gramodhaya may adjust corresponding fees and administrative charges as per policy.
28. Payment Failures
In the event of unrecovered payment failures, you irrevocably assign all associated recovery rights to Gramodhaya.
29. Platform Control
Gramodhaya retains full discretion over the design, content, functionality, availability, and operation of the platform and associated services and may modify or delegate such operations without liability.
30. Tax Matters
You confirm that product prices are inclusive of all applicable taxes unless otherwise specified. Gramodhaya shall deduct and remit applicable withholding taxes as required by law and may seek or apply lower or nil deduction certificates where available. You shall provide valid tax documentation and cooperate in reconciliations.
31. Compliance, Conduct, and Platform Obligations
The Second Party agrees to comply at all times with this Agreement, the platform policies, and all applicable laws, rules, and regulations in connection with its participation on the Gramodhaya platform. The Second Party shall ensure that all product descriptions, pricing, images, and related information provided on the platform are accurate, complete, and not misleading, and shall promptly update such information as required. The Second Party shall not engage in any conduct that may harm the reputation, goodwill, or operational integrity of the First Party or the platform, including but not limited to unfair trade practices, misuse of customer data, or circumvention of platform systems. The First Party reserves the right to monitor compliance, take corrective action, suspend or terminate access to the platform, or remove listings where it determines, in its reasonable discretion, that the Second Party has violated this Agreement or any applicable policy. The First Party reserves the right, at its discretion, to inspect products, request samples, conduct audits, or seek documentation relating to the quality, safety, authenticity, or regulatory compliance of the Second Party’s products, either directly or through authorised third parties, and may suspend or remove listings pending the outcome of such review.
32. Force Majeure
32.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations already due) to the extent such failure or delay is caused by or results from events beyond the reasonable control of the affected Party (“Force Majeure Event”).
32.2 Force Majeure Events shall include, without limitation:
- (a) acts of God;
- (b) floods, earthquakes, fires, storms, or other natural disasters;
- (c) pandemics, epidemics, or public health emergencies;
- (d) government orders, regulatory changes, lockdowns, restrictions, or embargoes;
- (e) war, invasion, armed conflict, terrorism, sabotage, or civil unrest;
- (f) riots, strikes, labour disturbances, or industrial disputes;
- (g) power failures or cyber disruptions;
- (h) breakdown of transportation systems or logistics networks;
- (i) failure, disruption, or insolvency of third-party service providers, including payment processors, hosting providers, or logistics partners; and
- (j) any other event beyond the reasonable control of the affected Party.
32.3 The Party affected by a Force Majeure Event shall notify the other Party within a reasonable time of becoming aware of the occurrence of such event, describing the nature of the event and its anticipated impact on performance.
32.4 The obligations of the affected Party shall be suspended for the duration of the Force Majeure Event to the extent impacted. During such period, neither Party shall incur liability for non-performance or delay attributable to the Force Majeure Event.
32.5 The affected Party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance as soon as reasonably practicable once the event ceases.
32.6 If a Force Majeure Event continues for a prolonged period materially affecting the performance of this Agreement, the Parties may mutually discuss appropriate modifications, suspension arrangements, or termination without penalty, subject to settlement of accrued obligations.
33. Relationship of Parties
The parties are independent contractors. Nothing in this Agreement creates any partnership, agency, or employment relationship. Gramodhaya does not act as a seller, auctioneer, or agent for Vendors.
34. Suggestions and Feedback
Any feedback or suggestions provided by you may be used by Gramodhaya without restriction or compensation, to the extent permitted by law.
35. Modification
Gramodhaya may modify this Agreement by providing prior notice through the platform or electronic communication. Continued use of the services after such modification shall constitute acceptance. If you do not agree to the changes, you must discontinue use of the services and terminate this Agreement.
36. Vendor Support and Grievance Redressal
The First Party shall provide a structured mechanism through the Platform for the Second Party to raise operational queries, settlement concerns, technical issues, or grievances relating to the Services. Such grievances may be submitted through the Vendor dashboard or designated support channels and shall be reviewed within reasonable timeframes. Escalation pathways may be provided for unresolved matters. This mechanism is intended to facilitate operational efficiency and does not limit the Parties’ rights under the dispute resolution provisions of this Agreement.
37. Password Security
Any password, access credential, or authentication mechanism provided by Gramodhaya to you shall be used solely during the term of this Agreement for the purpose of accessing your vendor account, vendor dashboard, or any other digital tools, portals, or systems made available by Gramodhaya in connection with the Services, including for accepting transactions electronically and reviewing completed transactions. You shall be solely responsible for maintaining the confidentiality and security of such password and access credentials. You shall not disclose your password or access credentials to any third party, except to persons expressly authorised by you to operate your vendor account in accordance with this Agreement, and you shall remain fully responsible for all actions, activities, and transactions carried out using your credentials. In the event that your password or access credentials are compromised, lost, or suspected to be misused, you shall immediately reset or change such credentials and promptly notify Gramodhaya.
38. Miscellaneous
38.1 This Agreement and your access to and use of the Services shall be governed by and construed in accordance with the laws of India, without regard to principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, controversy, or claim of whatsoever nature arising out of or relating to this Agreement, your participation on the platform, or the Services shall be resolved by arbitration conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996, including any statutory amendments thereof. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. The arbitral proceedings shall be conducted in the English language, and the seat and venue of arbitration shall be Kochi, India. Subject to the foregoing, the courts having jurisdiction at Kochi, Kerala shall have exclusive jurisdiction over all applications arising out of the arbitral proceedings.
38.2 You shall not assign, transfer, or novate this Agreement, whether by operation of law or otherwise, without the prior written consent of Gramodhaya, and any attempted assignment or transfer in violation of this provision shall be void. Notwithstanding the foregoing, you may, upon prior notice to Gramodhaya, assign this Agreement in whole or in part to any of your Affiliates, provided that you shall remain liable for all obligations arising prior to the effective date of such assignment. Gramodhaya may assign or transfer its rights and obligations under this Agreement without restriction, including in connection with a merger, consolidation, acquisition, sale of assets, corporate restructuring, or transfer to an Affiliate, and upon such assignment the assignee shall be deemed substituted as a party to this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Gramodhaya may perform its obligations or exercise its rights under this Agreement through one or more of its Affiliates. Any failure by Gramodhaya to enforce strict performance of any provision of this Agreement shall not constitute a waiver of its right to enforce such provision or any other provision at a later time.
38.3 Gramodhaya reserves the right, in its sole discretion, to suspend, restrict, or halt any transaction, listing, or access to the Services, or to remove or restrict the availability of any listing that is inaccurate, misleading, incorrectly categorised, unlawful, prohibited, or otherwise in violation of this Agreement or applicable platform policies.
38.4 The authentic and controlling language of this Agreement and all associated documentation shall be English. Any translations provided are for convenience only, and in the event of any inconsistency or discrepancy between the English version and any translated version, the English version shall prevail.
38.5 You acknowledge and agree that Gramodhaya may, at its discretion, disclose any information provided by you or relating to your participation on the platform, including information relating to your products or transactions, to any judicial, quasi-judicial, governmental, regulatory, or statutory authority, where such disclosure is required to comply with applicable law, court orders, regulatory directions, or lawful governmental requests.
38.6 Gramodhaya may provide notices to you under this Agreement by posting updates on the vendor dashboard, publishing notices on the platform, sending communications to your registered email address or phone number, or by other similar electronic means. You shall direct all notices, communications, and queries relating to this Agreement or the Services to Gramodhaya through the designated vendor support channels. Gramodhaya may communicate with you electronically or otherwise in connection with your listings, transactions, compliance matters, or platform updates, and you expressly consent to receive such communications via email, SMS, phone calls, or other electronic means for contractual, operational, or legal purposes.
38.7 You may update your contact details, including your email address, phone number, legal name, and address, through your vendor account and shall ensure that such information remains accurate and current at all times.
38.8 You agree to continue using the vendor dashboard as the primary interface for managing your account, listings, and transactions. If any provision of this Agreement is held to be unlawful, void, or unenforceable for any reason, such provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, or agreements, whether oral or written.
39. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
- “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
- “Gramodhaya Platform” means the website, mobile application, and any other online interface operated by GramRise Ventures Private Limited under the brand name Gramodhaya.
- “Business Days” means any day other than a Saturday, Sunday, or public holiday on which banks are open for business in Kerala, India.
- “Confidential Information” means any non-public information relating to Gramodhaya, the Services, vendors, or customers, including customer personal data, platform analytics, reports, operational data, and technical specifications, whether disclosed orally, electronically, or in writing. Customer personal data shall at all times be treated as Confidential Information.
- “Content” means any copyrightable work or other content protected under applicable intellectual property laws.
- “Estimated Dispatch Date” means the committed shipment date displayed on the platform.
- “Excluded Products” means products or items prohibited from being listed or sold on the platform under applicable law or Gramodhaya’s policies, including sector-specific exclusions notified by Gramodhaya.
- “Intellectual Property Rights” means all intellectual property rights of any kind, including copyrights, trademarks, trade secrets, patents, moral rights, and all related registrations and enforcement rights.
- “Law” or “Laws” means all applicable statutes, rules, regulations, notifications, orders, judgments, or governmental requirements in force in Kerala, India.
- “Local Currency” means Indian Rupees (INR).
- “Order Information” means order, customer, and shipping information relating to products sold by you through the platform.
- “Person” means any individual, firm, company, partnership, limited liability partnership, governmental authority, or other legal entity.
- “Platform Policies” means all policies published by Gramodhaya governing vendor participation, including but not limited to payment, delivery, refund, and compliance policies.
- “Purchase Price” means the total amount payable by a customer for a product, inclusive of applicable taxes.
- “Platform Refund Policies” means the return and refund policies published by Gramodhaya.
- “Required Product Information” includes all product descriptions, identifiers, images, pricing, specifications, compliance disclosures, and other information required by Gramodhaya.
- “Sales Proceeds” means the gross amount collected from customers for transactions conducted through the platform.
- “Vendor Dashboard” means the online portal and tools provided by Gramodhaya to vendors for managing listings, orders, payments, and compliance.
- “Services” means the marketplace facilitation, technology, payment support, logistics coordination, and related services provided by Gramodhaya.
- “Technology” means all software, systems, interfaces, tools, processes, and technical infrastructure used in connection with the Services.
- “Trademark” means any trademark, service mark, logo, trade name, or brand identifier protected under applicable law.
- “Your Account” means the vendor account created and maintained by you on the Gramodhaya platform.
- “Your Materials” means all content, trademarks, product information, data, and materials provided by you for use on the platform.
- “Your Product” means any product listed, offered, or sold by you through the platform.
- “Your Transactions” means all sales of your products conducted through the Gramodhaya platform.
- “Your Transaction” means any sale completed through the Gramodhaya platform.
40. Platform Mission and Seller Enablement
The Parties acknowledge that the Platform is established with the objective of empowering rural entrepreneurs, artisans, farmer-producer organisations, and micro, small and medium enterprises (MSMEs) by providing digital market access and structured e-commerce support. The First Party may, at its discretion, offer onboarding guidance, operational assistance, and educational resources to facilitate participation on the Platform. Such support initiatives are non-binding and subject to availability and operational feasibility.