Term & Conditions


    The following terms shall have the meanings ascribed below:

    • “Agreement” shall mean this Merchant Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement
    • “Term” shall mean the period commencing from the date of acceptance of this Agreement by the Merchant up to the termination of this Agreement in accordance with Clause 9 as provided herein below;
    • “Territory” shall mean the Republic of India.


    2.1 The Parties hereby represent and warrant to each other as under:

    • The Parties have all requisite power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
    • The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.
    • “Territory” shall mean the Republic of India.

    2.2 The Merchant undertakes that at all times during the term of this Agreement it will:

    • abide by the terms and conditions of the Agreement and all other policies issued by MBS with respect to the Platform and the Merchant Panel and as may otherwise be applicable to the Merchant; and
    • Ensure its compliance with all applicable laws, rules, regulations, governmental orders, etc. and applicable codes of practice, now or hereafter in effect, relating to its performance under this Agreement.

    2.3 The Merchant agrees, acknowledges and understands that:

    • The Merchant is using the Platform provided and owned by MBS
    • The permission granted by MBS to use the Platform in the manner set forth in this Agreement is on a non-exclusive basis;
    • MBS reserves the right to deny access to or revoke such permission to use the Platform at any time;
    • MBS shall have the right to remove any information displayed by the Merchant on the Platform, at any time on receiving a complaint in respect of the content of such information;
    • For the duration of the Term, the Platform and Merchant Panel shall be maintained by MBS. The ownership of the Platform and Merchant Panel shall vest with MBS and MBS shall make its best efforts to deal with any technical issues affecting the Platform and Merchant Panel (such as, for instance, the Platform and/or Merchant Panel becoming inoperative). In such event, MBS shall inform the Merchant, as soon as practicable, after the occurrence of a technical issue with the Platform and/or Merchant Panel including any actions that MBS may have taken or intends to take in relation to such technical issue. Notwithstanding the above, MBS does not warrant that the Merchant will be able to use the Platform and Merchant Panel at all times or that the Platform and/or Merchant Panel and the services provided through the Platform and/or Merchant Panel will be uninterrupted or error-free or that defects in this regard will be corrected by MBS.
    • The Merchant shall be responsible for and bear all applicable taxes on transactions between it and the End User(s) through the Merchant Panel in terms of this Agreement including, but not limited to, GST.
    • MBS shall, at all times, have the right and option to deduct / adjust any payments due to, or from, the Merchant in one transaction, against any payments due to, or from, the Merchant in other transactions.
    • It is stated that the transaction between End User(s)s and the Merchant in terms of this Agreement are bipartite contracts between such End User(s)s and the Merchant and the facility of the Platform and the Merchant Panel are merely used as a means of facilitating the discharge of the payment obligation of the End User(s) to the Merchant.

    • Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, copied, altered in any manner identical/ similar or otherwise by the other Party without being specifically authorized in writing by the other Party. Merchant recognizes and confirms that MBS has the exclusive right to supervise, allow and reject the contents of the Platform.
    • The Merchant hereby grants to MBS the right to display/delist the Merchant Details (as updated or to be updated by the Merchant on the Merchant Panel at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing through the Platform. The Merchant represents that it has the necessary rights to grant such permission to MBS and agrees to indemnify MBS in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.
    • The Merchant hereby authorizes MBS to use and include the Merchant’s trademarks (as may be provided by the Merchant from time to time) and its corporate name on the Platform and in any directory or promotional material produced in connection with the promotion of the Platform.

    • The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards.
    • The Merchant agrees to comply with “Anti-Bribery and Anti-Corruption Policy” issued by MBS and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with MBS or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and MBS reserves the right to take all appropriate actions or remedies as may be required under the circumstances


    MBS shall not be held responsible or liable in the following respects:

    • In the event of any breach or delay in the fulfillment of the Merchant’s obligations by the Merchant for any reason whatsoever;
    • Damage or injury caused to the Merchant, End User(s) or any third party arising out of the sale of the products/services by the Merchant to the End User(s) through the Platform or any loss incurred by the Merchant, End User(s) or any third party in this regard;
    • Any claims for compensation made by End User(s)s deriving from products purchased, delayed delivery or non-delivery of such products, or the quality or quantity of the products delivered;
    • Resolution of complaints and queries of End User(s)s with respect to products purchased, delayed delivery or non-delivery of such products, or the quality or quantity of the products delivered;

    • The Merchant acknowledge that during the existence of this Agreement, the Merchant will have access to confidential information of MBS and its affiliates. The Merchant shall keep confidential all data and other information supplied to it by MBS under this Agreement and shall not sell or otherwise make that information available to any third parties. The terms of this Agreement with respect to confidential information shall not be affected by the termination or expiry of this Agreement.
    • he obligations under this Clause shall survive the termination of this Agreement.

    • The Merchant agrees and undertakes to indemnify and to hold harmless MBS, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys’ fees) incurred by reason of (i) any breach or alleged breach by the Merchant of the Merchant’s obligations, representations, or warranties hereunder; (ii) any violation by the Merchant of applicable law or regulation; or (iii) any breach by the Merchant of any policies issued by MBS.

    • The rights and obligations under this Agreement shall not be assigned or transferred, whether voluntarily or involuntarily by the Merchant to any third party whomsoever, during the Term of this Agreement.
    • MBS shall be entitled to transfer or assign its rights and obligations under this Agreement to a third party, however, a notification of such assignment will be given on the MBS website.


    9.1 This Agreement may be terminated:

    • By MBS, with immediate effect, if the Merchant is in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement;
    • By Either Party for any reason, by giving the other Party a prior written notice of seven (7) days; or

    9.2 On termination of this Agreement:

    • MBS will, with immediate effect, block the account of the Merchant and the Merchant shall not be able to exhibit and promote its products on the Platform and/or Merchant Panel to End User(s)s thereafter; and
    • Merchant shall return to MBS all the confidential information and all other properties and materials belonging to MBS. Where the confidential information cannot be returned in material form, the Merchant shall destroy all of MBS’s confidential information and shall provide MBS with a certificate of destruction with respect to the same.
    • In the event that this Agreement is terminated by MBS for any reason whatsoever, the Merchant shall not have the right to re-register himself /itself as a Merchant on the Platform at any time after such termination, unless MBS, in its discretion, permits such re-registration.
    • Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have arising out of the event, which gave rise to the right of termination.
    • Termination of the Agreement shall not effect accrued rights and liabilities of the Parties.

    • If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, the dispute shall be mediated and resolved by both the parties in best possible way.
    • The Agreement shall be governed by and construed in accordance with the laws of India. The courts of Bangalore, India, shall have exclusive jurisdiction in connection with this Agreement.

    • MBS may amend the terms and conditions of this Agreement at any time in its sole discretion by intimating the Merchant through notification on the Merchant Panel and/or by sending an email to the email ID provided in the MRF. It is the responsibility of the Merchant to review amendment notifications from time to time. Such amendments shall be deemed to have been accepted, if the Merchant continues to access the Platform and/or the Merchant Panel after the amendments are notified by MBS.
    • MBS may modify any other policies set out in the Platform such as the terms of service, the privacy policy and the copyright policy, at any time at its sole discretion and a notification of the change in policy will be sent to the registered email id of the Merchant / a notification of such change in policy will be reflected on the MBS website. It is the responsibility of the Merchant to review the same from time to time. Such policies as amended shall be deemed to have been accepted, if the Merchant continues to access the Platform and/or the Merchant Panel after the posting of these modifications on the Platform

    • Force Majeure: Any delay in or failure of performance of any obligations by the Merchant under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the Merchant committing default, including but not limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and non-cooperation of third parties.
    • Entire Agreement: This Agreement shall constitute the full and complete Agreement between the Parties hereto relating to the subject matter thereof, and there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. This Agreement supersedes/cancels all prior communications, understandings and agreements between the Parties hereto.
    • Notices: Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail return receipt requested, or electronic mail (with a copy concurrently mailed as set forth above). The date of receipt shall be deemed the date on which such notice is given. Notice hereunder will be directed to a Party at the address for such Party set forth in this Agreement.
    • Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on part of any Party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.
    • Severability: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.