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Limitation of Liability & Indemnification Framework

This Limitation of Liability & Indemnification Framework ("Framework") forms an integral and binding part of the contractual relationship 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 ("BillionBiz", "Company", "We", "Us", or "Our")

AND

The Merchant subscribing to the Platform ("Merchant", "You", "Your").

This Framework shall be read harmoniously with the Master SaaS Subscription Agreement and all related policies.

Part I — Limitation of Liability

1. Purpose

This section allocates commercial risk between the Parties in a reasonable and legally enforceable manner under Indian law. Merchant acknowledges that pricing of Services reflects this allocation of risk.

2. Exclusion of Indirect Damages

To the maximum extent permitted under Applicable Laws, BillionBiz shall not be liable for:

  • Indirect damages
  • Incidental damages
  • Special damages
  • Consequential damages
  • Punitive damages
  • Exemplary damages
  • Loss of revenue
  • Loss of business opportunity
  • Loss of anticipated profits
  • Loss of goodwill
  • Loss of data (except to extent caused solely by BillionBiz's willful misconduct)

This exclusion applies regardless of legal theory, including contract, tort, negligence, strict liability, or statutory claims.

3. Specific Disclaimers

BillionBiz shall not be liable for:

  • Merchant's product defects
  • Regulatory penalties imposed on Merchant
  • Consumer disputes or litigation
  • Chargebacks or fraud losses
  • Payment gateway downtime
  • Cross-border compliance violations
  • Tax misfilings or GST errors
  • Merchant data misuse
  • Third-party hosting disruptions
  • Cyberattacks beyond reasonable control

4. Aggregate Liability Cap

BillionBiz's total cumulative liability arising out of or relating to the Agreement shall not exceed the greater of:

  • (a) Subscription fees paid by Merchant in the three (3) months preceding the event giving rise to liability; OR
  • (b) INR 25,000 (Indian Rupees Twenty-Five Thousand only).

This cap applies collectively to all claims, regardless of number of incidents.

5. Separate Liability Cap for Data Incidents

Where liability arises solely from proven willful misconduct by BillionBiz resulting in data compromise directly attributable to BillionBiz, liability shall not exceed the greater of:

  • (a) Fees paid in preceding six (6) months; OR
  • (b) INR 50,000.

This clause does not expand liability beyond statutory limits.

6. Liability Carve-Outs

Nothing in this Framework limits liability where exclusion is prohibited under law, including fraud, willful misconduct, and criminal liability. However, commercial claims remain subject to monetary cap.

7. Basis of Bargain

Merchant acknowledges:

  • Fees charged reflect limited liability.
  • Expanded liability would require substantially higher pricing.
  • Allocation of risk is fair and commercially reasonable.

Part II — Indemnification

8. Merchant Indemnity Obligation

Merchant shall indemnify, defend, and hold harmless BillionBiz, its directors, officers, employees, affiliates, agents, and shareholders (collectively "Indemnified Parties") against any and all claims, demands, actions, proceedings, damages, penalties, fines, costs, and legal fees.

9. Indemnifiable Events

  • Product liability claims
  • Consumer protection complaints
  • False advertising allegations
  • Intellectual property infringement
  • Trademark violations
  • Copyright violations
  • Patent disputes
  • Data protection violations
  • DPDP penalties
  • Tax non-compliance
  • GST violations
  • FEMA violations
  • Cross-border trade breaches
  • Payment disputes
  • Chargebacks
  • Regulatory enforcement actions
  • Misrepresentation by Merchant
  • Breach of Applicable Laws
  • Breach of any Platform policy

10. Super Indemnity (Regulatory & Statutory)

Merchant shall indemnify BillionBiz for government investigations, show cause notices, enforcement proceedings, consumer court litigation, class actions, and cybercrime investigations, including reasonable legal defense costs.

11. Defense Control

  • BillionBiz may assume exclusive control of defense.
  • Merchant shall cooperate fully.
  • Merchant shall not settle any claim affecting BillionBiz without written consent.

12. Settlement Rights

  • BillionBiz may settle claims requiring only monetary payment by Merchant.
  • Settlement requiring admission of fault by BillionBiz requires BillionBiz's consent.

13. Continuing Indemnity

Indemnity is independent of liability cap, survives termination, and applies irrespective of subscription status.

14. Insurance Obligation

Merchant is encouraged to maintain product liability insurance, cyber liability insurance, and professional indemnity insurance. BillionBiz may request proof of insurance for Enterprise plans.

15. Third-Party Beneficiaries

Indemnified Parties are express third-party beneficiaries of this Framework.

16. Class Action Waiver

Merchant agrees to resolve disputes individually and to waive participation in class, representative, collective, or mass arbitration proceedings.

17. Mitigation

Indemnified Party shall take reasonable steps to mitigate damages.

18. Notice of Claim

BillionBiz shall notify Merchant promptly upon receiving indemnifiable claim. Delay in notice shall not relieve Merchant unless materially prejudiced.

19. Equitable Relief

BillionBiz may seek injunctive relief, specific performance, and interim protective orders without requirement of security bond.

20. Tax Indemnity

Merchant indemnifies BillionBiz against GST liability, TDS/TCS errors, interest & penalties, and retrospective tax claims arising from Merchant transactions.

21. Cross-Border Claims

Merchant indemnifies BillionBiz for foreign consumer claims, customs violations, and international regulatory enforcement.

22. Non-Exclusive Remedies

Remedies under this Framework are cumulative and not exclusive.

23. Survival

This Framework survives termination, suspension, or expiry of subscription for maximum period permitted under law.

24. Severability

If any clause is unenforceable, the remainder shall remain valid.

25. Governing Law

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

26. Dispute Resolution

Subject to arbitration clause under Master SaaS Agreement.