Merchant Agreement

This Merchant Agreement ("Agreement") is a legally binding contract under the **Indian Contract Act, 1872**, entered into between **ORDVIO** ("Platform") and the registered business entity or individual executing this registration ("Merchant").

1. Scope of B2B SaaS Services

Ordvio agrees to license its proprietary multi-tenant e-commerce and order management software to the Merchant. This software allows the Merchant to create, design, customize, and operate a digital storefront to collect direct pickup or delivery orders from buyers.

2. Platform Fees and Commission Splits

By registering on Ordvio, the Merchant agrees to the following platform commercial terms:

• Commission Rate: Ordvio charges a platform fee of **7.00%** (seven percent) on the gross order value (including taxes and delivery fees, if any) for every transaction processed on the Merchant's storefront.
• Retained Earnings: The Merchant keeps **93.00%** of the gross transaction total, subject to adjustments for refunds or chargebacks.

3. Payment Gateway and Payout Process

All customer payments on a Merchant's storefront are processed through Ordvio's central Razorpay payment account. Ordvio acts as the payment collection agent on behalf of the Merchant.

• Centralized Collection: Customers pay Ordvio's Razorpay account directly. Ordvio tracks each Merchant's earned balance (93% of each order value) in a secure ledger.
• Payout Requests: Merchants may request a payout at any time from their dashboard. Merchants must configure their bank account details (account name, number, IFSC code) or a UPI ID in their Settings to receive payouts.
• Manual Settlement: Payouts are processed manually by Ordvio and transferred to the Merchant's registered bank account or UPI ID. Settlement is typically completed within 2–5 business days of a payout request being approved.
• Minimum Payout: Ordvio reserves the right to set a minimum payout threshold (currently ₹100). Requests below this threshold may be held until the balance reaches the minimum.

4. Refund and Chargeback Liability

The Merchant is solely responsible for fulfilling customer orders, resolving disputes, and executing refunds. In the event of a customer refund, the 7% platform fee is non-refundable by Ordvio unless explicitly agreed otherwise. All chargeback claims from card networks will be debited from the Merchant's balance.

5. Merchant Representations

The Merchant warrants that they possess the necessary licenses, permits, and tax registrations (including GSTIN, FSSAI, or trade registration) to offer and sell their catalog items. The Merchant will indemnify Ordvio against any third-party claims arising from quality defects, regulatory non-compliance, or catalog descriptions.

6. Intellectual Property & Store Data

The Merchant grants Ordvio a limited, non-exclusive license to host and display the Merchant's trademarked logos, store banner assets, and catalog images on the storefront. All analytics data generated on the storefront is owned jointly by both parties during the term of this Agreement.

7. Administrative Access and Platform Control

The Merchant explicitly acknowledges and consents that Platform Administrators (Ordvio) reserve complete administrative access rights to configure, override, or update merchant profile details (including business address, contact information, active status parameters, trial periods, and commission percentages) directly from the platform's central administration panel for support, compliance, and billing audits.