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Dispute Resolution, Governing Law & Enforcement Framework

This Dispute Resolution, Governing Law & Enforcement Framework ("Framework") forms an integral part of the Master SaaS Subscription Agreement and all related policies of:

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 ("BillionBiz", "Company", "We", "Us", or "Our")

AND

The subscribing Merchant ("Merchant", "You", or "Your").

Part I — Objective & Interpretation

1. Objective

This Framework establishes:

  • A structured multi-tier dispute resolution mechanism
  • Arbitration governance structure
  • Jurisdiction allocation
  • Enforcement process
  • Class-action waiver
  • Cross-border dispute handling

This Framework is drafted in compliance with:

  • Arbitration and Conciliation Act, 1996 (as amended)
  • Information Technology Act, 2000
  • Consumer Protection Act, 2019
  • Indian Contract Act, 1872
  • Civil Procedure Code, 1908

2. Scope

This Framework applies to:

  • Disputes between BillionBiz and Merchant
  • Disputes arising out of Platform usage
  • Subscription disputes
  • Payment disputes
  • Regulatory compliance disputes
  • Intellectual property disputes
  • Cross-border operational disputes

This Framework does not apply to:

  • Disputes between Merchant and End Customers
  • Product liability claims by customers
  • Consumer court complaints against Merchant

The Merchant remains solely responsible for such matters.

Part II — Mandatory Multi-Tier Dispute Resolution

3. Step 1 — Informal Resolution

Before initiating arbitration or litigation, the Parties must attempt informal resolution.

  • A written notice describing the dispute must be sent via registered email.
  • The Parties shall attempt resolution within 30 calendar days.
  • If unresolved, the dispute escalates to Step 2.

4. Step 2 — Executive Negotiation

  • The dispute shall be escalated to the Director/Authorized Representative of BillionBiz and the authorized representative of the Merchant.
  • Negotiation period: 15 additional days.
  • All negotiations remain confidential and inadmissible in arbitration proceedings.

Part III — Binding Arbitration

6. Agreement to Arbitrate

All disputes not resolved under the multi-tier mechanism shall be finally resolved by binding arbitration. The Merchant irrevocably agrees to arbitration.

7. Governing Statute

Arbitration shall be conducted under the Arbitration and Conciliation Act, 1996 (as amended).

8. Seat & Venue

  • Seat of Arbitration: Chennai, Tamil Nadu, India
  • Venue: Chennai (unless conducted virtually)
  • Courts at Chennai shall have supervisory jurisdiction.

9. Language

English shall be the language of arbitration.

11. Arbitration Procedure

  • Proceedings may be conducted virtually.
  • Evidence may be submitted electronically.
  • The arbitral award shall be reasoned and binding.

12. Interim Relief

Nothing prevents BillionBiz from seeking:

  • Interim injunctions
  • Asset freeze orders
  • Intellectual property protection
  • Data protection orders

From courts at Chennai.

13. Costs

  • Arbitrator fees shall be shared equally unless the award states otherwise.
  • The losing Party may be directed to bear legal costs.

14. Time Limit

Arbitration shall be completed within statutory timelines prescribed under Indian law.

Part IV — Class Action Waiver

15. Waiver of Collective Action

The Merchant agrees:

  • No class action
  • No representative action
  • No collective arbitration
  • No mass claims

All disputes must be brought individually.

16. Severability of Waiver

If the class action waiver is deemed invalid, the remainder of the arbitration clause shall remain valid except for the invalid portion.

Part V — Exclusive Jurisdiction

17. Courts

Subject to the arbitration clause, exclusive jurisdiction rests with courts in Chennai, Tamil Nadu. The Merchant waives objections to territorial jurisdiction.

Part VI — Cross-Border Disputes

18. Foreign Merchants

All foreign Merchants agree:

  • Indian law governs the agreement
  • Arbitration seat remains Chennai
  • Indian courts retain supervisory jurisdiction

19. Enforcement of Award

Arbitral awards shall be enforceable under:

  • Arbitration and Conciliation Act, 1996
  • New York Convention (if applicable)

Part VII — Limitation Period

20. Time Bar

  • Any claim must be initiated within 12 months from the date the cause of action arose.
  • Claims initiated after 12 months shall be barred.

Part VIII — Electronic Communication Validity

21. Electronic Records

  • Electronic notices, emails, and Platform notifications shall be legally valid under the Information Technology Act, 2000.
  • Digital acceptance shall be binding.

Part IX — Regulatory & Government Actions

22. Government Investigations

Nothing in this Framework restricts government enforcement, regulatory action, or statutory proceedings. The Merchant remains responsible for compliance violations.

Part X — Emergency Powers of BillionBiz

23. Platform Protection Rights

BillionBiz may, without prior arbitration:

  • Suspend the Merchant
  • Disable the store
  • Freeze payouts
  • Preserve logs
  • Cooperate with law enforcement

Part XI — Survival

24. Survival Clause

This Framework shall survive termination, suspension, or expiry for the maximum period permitted by law.

Part XII — Force Majeure

25. Force Majeure Events

Includes:

  • Natural disasters
  • War
  • Pandemic
  • Government lockdown
  • Cyberterrorism
  • Regulatory bans

During force majeure, timelines may be extended and liability may be suspended.

Part XIII — Severability

26. Severability

If any provision is found invalid, the remaining provisions shall remain enforceable.

Part XIV — Entire Agreement

27. Integration

This Framework forms part of the Master Agreement. In the event of conflict, the Master Agreement shall prevail unless otherwise specified.