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Master SaaS Subscription Agreement

This Master SaaS Subscription Agreement ("Agreement") is entered into between:

BillionBiz, a company incorporated under the Companies Act, 2013, having its registered office at: No.22/122B, North Sourashtrapuram, Nagal Nagar, Dindugal, Tamil Nadu, India — 624001 (hereinafter referred to as "BillionBiz", "Company", "We", "Us", or "Our")

AND

The individual or legal entity subscribing to the Platform ("Merchant", "You", or "Your").

By clicking "I Agree", registering, or subscribing to any plan, Merchant agrees to be legally bound.

1. Definitions

  • 1.1 "Affiliate" means any entity controlling, controlled by, or under common control.
  • 1.2 "Applicable Laws" includes without limitation:
    • Information Technology Act, 2000
    • IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021
    • Consumer Protection Act, 2019
    • Consumer Protection (E-Commerce) Rules, 2020
    • Digital Personal Data Protection Act, 2023
    • Central & State GST Acts
    • RBI Guidelines (where applicable)
    • FEMA regulations (for cross-border transactions)
  • 1.3 "Platform" means the SaaS-based e-commerce infrastructure accessible via https://BillionBiz.in/.
  • 1.4 "Services" means hosting, store builder tools, integrations, infrastructure, APIs, feature enablement.
  • 1.5 "Subscription Plan" means Free, Premium, or Enterprise plans.
  • 1.6 "End Customer" means any person purchasing from Merchant's store.
  • 1.7 "Transaction Commission" means percentage fee charged by BillionBiz on completed sales.
  • 1.8 "Merchant Store" means website created by Merchant using Platform.

2. Nature of Relationship

2.1 BillionBiz provides only technological infrastructure.

2.2 BillionBiz is NOT:

  • A seller
  • A reseller
  • A marketplace operator
  • An inventory owner
  • A logistics provider
  • A payment intermediary (unless explicitly contracted)

2.3 Merchant is sole contracting party with End Customers.

2.4 BillionBiz qualifies as an intermediary under Section 2(w) of the IT Act, 2000.

3. Grant of License

3.1 Subject to payment and compliance, BillionBiz grants Merchant a limited, non-exclusive, non-transferable license to use the Platform.

3.2 No ownership rights are transferred.

3.3 Merchant shall not:

  • Reverse engineer
  • Decompile
  • Create derivative works
  • Sub-license access

4. Subscription & Fees

4.1 Merchant selects plan at registration.

4.2 Fees:

  • Subscription Fees (recurring)
  • Transaction Commission (if applicable)
  • Add-on service fees

4.3 All fees are exclusive of GST and non-refundable unless mandated by law.

4.4 BillionBiz reserves right to modify pricing with 30 days' notice.

5. Payment Gateway Integration

5.1 Platform may integrate third-party payment gateways.

5.2 Merchant shall:

  • Independently onboard with payment provider
  • Comply with RBI regulations
  • Complete KYC

5.3 BillionBiz is not liable for gateway downtime, settlement delays, chargebacks, or fraud disputes.

5.4 Merchant bears all chargeback liabilities.

6. Transaction Commission

6.1 BillionBiz may charge percentage-based commission on completed transactions.

6.2 Commission may be auto-deducted or invoiced.

6.3 Merchant authorizes automated deductions where enabled.

7. Merchant Obligations

Merchant shall:

  • Ensure product legality
  • Maintain regulatory licenses
  • Comply with GST
  • Issue valid tax invoices
  • Comply with cross-border export regulations
  • Provide accurate product information

Merchant bears full product liability.

8. Cross-Border Operations

8.1 Merchant solely responsible for FEMA compliance, export laws, international consumer laws, and customs duties.

8.2 BillionBiz disclaims liability for foreign regulatory violations.

9. Data Protection

9.1 Merchant is Data Fiduciary for End Customer data.

9.2 BillionBiz acts as Data Processor under DPDP Act.

9.3 Merchant warrants lawful consent collection.

9.4 Merchant indemnifies BillionBiz for privacy violations.

10. Audit Rights

10.1 BillionBiz reserves right to audit Merchant compliance.

10.2 Merchant shall provide documents including GST registration, trade licenses, and product certifications.

10.3 Non-cooperation may result in suspension.

11. Account Suspension

Grounds include:

  • Legal violation
  • Fraud
  • IP infringement
  • Excessive chargebacks
  • Regulatory notice

Immediate suspension allowed.

12. Intellectual Property

12.1 All Platform IP remains property of BillionBiz.

12.2 Merchant retains ownership of uploaded content.

12.3 Merchant grants hosting license.

13. Confidentiality

Both parties shall protect confidential information. Survives termination for 5 years.

14. Limitation of Liability

14.1 BillionBiz not liable for indirect damages, loss of revenue, product defects, customer disputes, or regulatory fines against Merchant.

14.2 Liability cap: Greater of subscription fees paid in last 3 months OR INR 25,000.

15. Indemnification

Merchant shall indemnify BillionBiz against consumer disputes, IP claims, government penalties, tax liabilities, data breach claims, and cross-border violations.

Indemnity survives termination.

16. Class Action Waiver

Merchant agrees to resolve disputes individually. No participation in class, representative, or collective actions.

17. Dispute Resolution

17.1 Good faith negotiation (30 days).

17.2 Arbitration under Arbitration & Conciliation Act, 1996.

17.3 Seat: Chennai, Tamil Nadu.

17.4 Language: English.

18. Governing Law

Laws of India. Exclusive jurisdiction: Courts of Chennai, Tamil Nadu.

19. Force Majeure

No liability for events beyond reasonable control including cyber attacks, natural disasters, government restrictions, and internet outages.

20. Electronic Records

Electronic agreements valid under IT Act, 2000. Emails constitute valid notice.

21. Termination

21.1 Merchant may terminate anytime.

21.2 BillionBiz may terminate for breach.

21.3 Upon termination: access revoked, fees unpaid become due, data deletion within reasonable time.

22. Survival

Clauses surviving termination: Indemnity, Liability limitation, IP, Confidentiality, Dispute resolution.

23. Amendment

BillionBiz may modify Agreement with prior notice. Continued use constitutes acceptance.

24. Entire Agreement

This constitutes entire agreement between parties.

Payment, Risk, Compliance & Regulatory Framework

Platform Operator: BillionBiz
Primary Payment Processor: Razorpay

1. Regulatory Positioning Statement

1.1 Nature of Business

BillionBiz operates exclusively as a Software-as-a-Service (SaaS) technology provider. BillionBiz:

  • Does not act as Payment Aggregator
  • Does not operate escrow accounts
  • Does not receive, store, transmit, or settle customer funds
  • Does not provide lending, wallet, remittance, or financial services

1.2 Payment Flow Declaration

All customer payments follow this flow:

Customer → Razorpay → Merchant's Linked Bank Account

At no time do funds enter BillionBiz's custody.

1.3 Independent Financial Institution

Razorpay operates under its own regulatory approvals and is solely responsible for KYC verification, AML monitoring, transaction monitoring, chargeback handling, and banking partnerships.

BillionBiz is not liable for compliance failures of Razorpay.

2. Merchant Payment Obligations

2.1 Mandatory Gateway Account

Merchant must maintain active Razorpay account, complete KYC, maintain valid bank account, and comply with gateway policies. Failure may result in suspension of store.

2.2 Accurate Disclosures

Merchant must clearly disclose refund policy, shipping timelines, customer support contact, and pricing including taxes.

2.3 Refund Handling

Refunds are initiated by Merchant via Razorpay dashboard. BillionBiz does not process refunds.

3. Commission Collection Mechanism

3.1 Invoice-Based Recovery

Since funds do not flow through BillionBiz:

  • Commission is calculated on Gross Transaction Value (GTV)
  • Merchant is invoiced periodically
  • Payment due within defined credit cycle

3.2 Non-Payment Risk Controls

If Merchant fails to pay commission: platform access may be suspended, store may be unpublished, legal recovery initiated.

3.3 Audit Rights

BillionBiz reserves right to request transaction reports, reconcile GTV, and audit discrepancies.

4. Chargeback & Dispute Framework

4.1 Responsibility Allocation

All chargebacks belong to Merchant. BillionBiz is not liable for card network disputes, fraud disputes, or bank reversals.

4.2 Evidence Submission

Merchant must submit documents within gateway timelines, maintain shipping proof, and maintain delivery confirmation.

4.3 Excessive Chargebacks

If chargeback ratio exceeds safe thresholds: risk review initiated, temporary suspension possible, permanent termination for repeated abuse.

5. Fraud Risk Management

5.1 Platform Monitoring

BillionBiz may implement fraud detection algorithms, suspicious transaction flags, and high-risk product detection.

5.2 Right to Suspend

Immediate suspension permitted for synthetic transactions, self-ordering fraud, card testing, and suspicious velocity.

5.3 Cooperation Clause

Merchant must cooperate in fraud investigations. Failure to cooperate may result in termination.

6. Prohibited Products Enforcement

Merchant may not sell narcotics, counterfeit goods, weapons, restricted pharmaceuticals, adult content prohibited by law, gambling services without license, or financial securities. Violation results in immediate termination.

7. AML & Sanctions Compliance

7.1 Screening

Merchant responsible for ensuring no sanctions violations, no embargoed country transactions, and no terror financing activity.

7.2 Cross-Border Risk

If Merchant sells internationally: Merchant must ensure import/export compliance, bears customs liability, and bears FX fluctuation risk. BillionBiz not responsible for foreign trade violations.

8. Tax Compliance Structure

8.1 Merchant Responsibility

Merchant is solely responsible for GST registration, GST collection, TDS/TCS compliance, and income tax filings.

8.2 International Sellers

Merchant must comply with VAT rules, EU OSS (if applicable), and US state sales tax (if applicable).

8.3 Platform Tax

BillionBiz may charge GST on subscription and commission.

9. Data Security & PCI Positioning

9.1 Card Data Handling

Card details are processed exclusively by Razorpay. BillionBiz does not store card numbers, CVV, PIN, or tokenized payment credentials.

9.2 PCI Scope

Razorpay maintains PCI DSS compliance. Merchant must ensure their own compliance where applicable.

10. Platform Suspension Rights

Immediate suspension permitted for regulatory notice, law enforcement request, AML suspicion, fraud spikes, and consumer harm risk. No prior notice required in high-risk scenarios.

11. Regulatory Evolution Clause

If Indian regulators or RBI reclassify platform models, BillionBiz may amend agreement, modify payment structure, introduce escrow, or apply rolling reserve. Merchant agrees in advance to regulatory-driven amendments.

12. Liability Firewall

BillionBiz shall not be liable for Merchant insolvency, refund failures, delivery failures, product recalls, financial loss due to chargebacks, banking disruptions, or payment processor outage. Maximum liability limited per Master Agreement.

13. Global Expansion Controls

For global sellers: Merchant must comply with OFAC-like sanctions, ensure export documentation, and ensure labeling compliance. Platform reserves right to geo-block high-risk countries.

14. RBI Position Safeguard

Since BillionBiz does not hold funds, pool funds, delay settlements, or deduct commission before settlement, BillionBiz shall not be considered Payment Aggregator under RBI guidelines. If regulatory position changes, structural amendments may be implemented.

Prohibited Products & Acceptable Use Policy

This Prohibited Products & Acceptable Use Policy ("Policy") forms an integral part of the Master SaaS Subscription Agreement and governs use of the BillionBiz Platform.

Part I — Purpose & Legal Position

1. Objective

This Policy:

  • Protects BillionBiz from regulatory exposure
  • Ensures compliance with Indian laws
  • Establishes clear boundaries for Merchant activity
  • Applies to domestic and cross-border sales
  • Enables risk-based enforcement

2. Role Clarification

2.1 BillionBiz is strictly a technology platform provider.

2.2 BillionBiz does not manufacture goods, sell goods, verify products, or guarantee legality of listings.

2.3 Merchant is solely responsible for product legality, licensing, certifications, regulatory compliance, GST compliance, and export/import compliance.

Part II — Absolutely Prohibited Products

The following are strictly prohibited from being listed, marketed, or sold through the Platform:

3. Illegal Goods

  • Narcotics and psychotropic substances (NDPS Act)
  • Drug paraphernalia
  • Counterfeit goods
  • Stolen goods
  • Smuggled goods
  • Forged documents
  • Currency replicas

4. Weapons & Explosives

  • Firearms
  • Ammunition
  • Explosives
  • Military-grade weapons
  • Restricted tactical equipment

Except where expressly licensed and legally permitted.

5. Tobacco & Restricted Substances

  • Tobacco products (unless legally compliant)
  • E-cigarettes (Prohibited in India)
  • Vaping devices
  • Synthetic drugs

6. Pharmaceuticals & Medical Products

Unless fully licensed under Drugs and Cosmetics Act and CDSCO regulations, the following are prohibited:

  • Prescription drugs without valid license
  • Unapproved medical devices
  • COVID-related medical claims without authorization
  • Fake health supplements

7. Adult & Obscene Content

  • Pornographic material
  • Sexually explicit content violating IT Act
  • Escort services
  • Sexual services

8. Gambling & Betting

  • Online betting services
  • Lottery without license
  • Gaming involving monetary wagering where prohibited

9. Financial & Investment Products

  • Unregistered securities
  • Ponzi schemes
  • Multi-level marketing schemes without compliance
  • Cryptocurrency trading services without regulatory compliance

10. Government Restricted Items

  • Aadhaar replicas
  • PAN card duplication services
  • Government seals/logos
  • Emblems restricted under the Emblems and Names Act

11. Hateful or Extremist Material

  • Terrorist propaganda
  • Radicalization materials
  • Hate speech content

12. Child-Related Prohibitions

  • Child sexual abuse material
  • Exploitative child content
  • Products violating child safety norms

Immediate termination & reporting to authorities.

Part III — Restricted Products (Conditional Allowance)

Allowed only with proof of compliance:

13. Herbal & Ayurvedic Products

Must comply with AYUSH licensing, labeling regulations, and no false cure claims.

14. Cosmetics

Must comply with Drugs and Cosmetics Rules and BIS labeling standards.

15. Food Products

Must have FSSAI license, proper labeling, and expiry date disclosure.

16. Electronics

Must comply with BIS certification and WPC approvals (if applicable).

17. Imported Products

Merchant responsible for customs duty, IEC code, and FEMA compliance.

Part IV — Cross-Border Sales Rules

18. Export Compliance

Merchant must comply with FEMA, obtain export code, and follow destination country laws.

19. Sanctions Compliance

Merchant must not sell to sanctioned countries, engage with blacklisted entities, or violate international trade sanctions.

Part V — Acceptable Use Rules

20. Platform Misuse Prohibition

Merchant shall not reverse engineer platform, attempt hacking, deploy malware, overload servers, conduct scraping, or circumvent payment systems.

21. Misrepresentation

Merchant shall not make false claims, post misleading pricing, fake reviews, or engage in deceptive advertising.

22. Data Misuse

Merchant shall not sell customer data, violate DPDP Act, or use data for spam.

23. Payment Abuse

Merchant shall not bypass integrated payment gateway, manipulate transaction flow, or engage in fraud.

Part VI — Monitoring & Enforcement

24. Monitoring Rights

BillionBiz reserves right to monitor listings, use automated scanning tools, conduct compliance audits, and review suspicious activity.

25. Audit Rights

BillionBiz may request licenses, demand compliance proof, and conduct remote audits. Failure may result in suspension.

26. Immediate Suspension Events

BillionBiz may suspend without notice for illegal product listing, regulatory notice, fraud detection, court order, or chargeback abuse.

27. Termination

Repeated violations may result in permanent termination.

28. Reporting to Authorities

BillionBiz may report criminal conduct, regulatory violations, and financial fraud without prior notice.

Part VII — Merchant Declaration

29. Self-Certification

Merchant represents that all products are lawful, all licenses are valid, no prohibited goods are sold, GST compliance is maintained, and cross-border compliance is ensured.

30. Continuing Obligation

Merchant must notify BillionBiz of license cancellation, regulatory investigation, or government notice within 48 hours.

Part VIII — Indemnity

Merchant indemnifies BillionBiz for product liability claims, regulatory penalties, consumer complaints, and cross-border enforcement as per Indemnification Framework.

Part IX — Amendment

BillionBiz may update this Policy with notice. Continued use constitutes acceptance.

Part X — Governing Law

Laws of India. Jurisdiction: Courts at Chennai, Tamil Nadu.

Part XI — Survival

This Policy survives termination.

Contact

BillionBiz
No.22/122B, North Sourashtrapuram
Nagal Nagar, Dindugal, Tamil Nadu — 624001
Email: contact@billionbiz.in