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MERCHANT TERMS OF USE
Last Updated: May 2026
These Terms and Conditions (“Terms”) govern access to and use of the services provided by Shopflo Technologies Private Limited (“Shopflo”, “we”, “us”, or “our”) through its platform and website. By accessing or using the Services, the Merchant agrees to be bound by these Terms.These Terms supersede and replace any prior terms of service, online terms, or other standard platform terms previously applicable to the Merchant’s use of the Services. In the event of a conflict between these Terms and any previously executed agreement, order form, or statement of work between the Merchant and Shopflo, these Terms shall prevail unless the parties have expressly agreed in writing that such prior agreement or specific provision thereof will continue to govern.DEFINITIONSThe following capitalised terms shall have the meanings ascribed to them below:“Agreement” means these Terms, together with any applicable Order Form, addendum, or separately executed agreement between Shopflo and the Merchant.“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, pricing, customer data, and platform architecture.“Customer” means an end-user or consumer who accesses a Merchant’s website or platform, registers with the Merchant and/or initiates a Transaction through the Platform.“Data” means all electronic data, content, or materials submitted to or processed through the Platform, including Merchant Data and Customer Personal Data.“Data Protection Laws” shall mean all applicable laws in India governing personal data, which include but is not limited to the Information Technology Act, 2000 and the rules thereunder, the Digital Personal Data Protection Act, 2023 and rules thereunder (“DPDP Framework”), and directions and guidelines issued by the CERT-In, as issued from time to time.“Customer Personal Data” means any personal data (as defined under applicable data protection law) relating to Customers that is submitted to, stored on, or processed through the Platform.“Fees” means the charges payable by the Merchant to Shopflo for access to and use of the Services, as set out in the applicable Order Form or as otherwise agreed in writing between the parties.“GMV” means the gross merchandise value of goods sold via the Platform, net of discounts but inclusive of all applicable taxes.“Merchant” means the business entity or individual that has registered for an account with Shopflo and uses the Services to facilitate Transactions. References to “you” or “your” in these Terms are references to the Merchant.“Merchant Data” means any data, information, content, records, materials, or communications provided, uploaded, submitted, transmitted, or otherwise made available by or on behalf of the Merchant to Shopflo or the Platform in connection with the Merchant’s onboarding, access to, or use of the Services, including business, transaction, customer, operational, and account-related information.“Order Form” means any separately executed order form, service agreement, statement of work, or similar commercial document entered into between Shopflo and the Merchant.“Platform” means the Shopflo proprietary checkout and transaction facilitation technology platform, including the website located at www.shopflo.com, the APIs, and all related software, tools, and infrastructure made available to the Merchant by Shopflo.“Services” means the checkout facilitation, payment orchestration, and related technology services provided by Shopflo to the Merchant through the Platform, as more particularly described in clause 2 and any applicable Order Form.“Third-Party Services” means any software, services, APIs, platforms, or integrations provided by third parties that are incorporated into or interact with the Platform, including payment aggregators, payment gateways, and logistics providers.“Transaction” means any purchase, sale, order, or payment initiated by a Customer through the Platform in connection with the Merchant’s products or services.“Updates” means any upgrades, modifications, patches, enhancements, or discontinuations of features of the Platform or Services made by Shopflo from time to time for technical, operational, or regulatory reasons.SCOPE OF SERVICES
2.1. Shopflo provides a technology platform that enables Merchants to offer and manage optimised commerce, checkout, payment, customer engagement, and post-purchase experiences for their Customers. The Services may include, without limitation: (a) checkout flow management and optimisation; (b) transaction facilitation, payment orchestration, and payment-related integrations via Third-Party Services; (c) customer identity, authentication, loyalty, rewards, coupon, and promotional management features; (d) customer communication and engagement tools, including notifications, messaging, and workflow automation; (e) integrations with, and facilitation of interactions or communications with, third-party platforms, service providers, and partners as authorised by the Merchant; (f) analytics, reporting, and operational insights tools; (g) fraud prevention, risk management, and operational support features; and (h) related software, APIs, dashboards, documentation, implementation assistance, support services, and other features or functionalities made available by Shopflo from time to time.2.2. Shopflo acts solely as a technology intermediary and platform provider. Shopflo does not sell goods or services to Customers, does not take possession of goods, and is not a party to any transaction between the Merchant and its Customers. The Merchant remains solely responsible for its products, services, pricing, fulfilment, and its contractual and legal relationship with its Customers.2.3. Shopflo is not a payment system provider as defined under the Payment and Settlement Systems Act, 2007, a banking company as defined under the Banking Regulation Act, 1949, or a non-banking financial company as defined under the Reserve Bank of India Act, 1938. All payments are settled by the relevant payment aggregator or gateway directly to the Merchant’s designated bank account, subject to the terms of those providers.2.4. Shopflo may make Updates from time to time. Shopflo will use reasonable efforts to provide advance notice of material changes. Where an Update constitutes a material change that alters the fundamental nature of the Services, and the Merchant does not wish to continue on that basis, the Merchant’s sole remedy is to terminate this Agreement in accordance with clause 11.MERCHANT ACCOUNT3.1. To access the Services, the Merchant must register and maintain an active account on the Platform (“Account”). The Merchant must provide accurate, current, and complete information during registration and must keep such information updated at all times.3.2. The Merchant is responsible for maintaining the confidentiality of its Account credentials and for all activities that occur under its Account. The Merchant must not share credentials with any unauthorised person and must notify Shopflo immediately of any suspected unauthorised access or security breach.3.3. Shopflo reserves the right to suspend or terminate any Account where the information provided is inaccurate, incomplete, or misleading, or where there is a reasonable suspicion of fraud, misuse, or breach of these Terms.FEES AND PAYMENT4.1. In consideration for access to the Services, the Merchant agrees to pay Shopflo the Fees set out in the applicable Order Form or as otherwise agreed in writing. Unless otherwise specified, Fees are calculated as a percentage of GMV processed through the Platform.4.2. Shopflo will issue invoices on or around the 2nd day of each calendar month in respect of the preceding month. Payment is due within ten (10) calendar days of the invoice date.4.3. All Fees are exclusive of goods and services tax (GST) or any other applicable taxes, which shall be payable in addition to the Fees at the prevailing rate.4.4. Orders cancelled after placement shall not be deducted from the GMV calculation for invoicing purposes. Draft orders placed directly on the Merchant’s backend (e.g. Shopify backend) are excluded from the pricing calculation.4.5. If the Merchant fails to make payment by the due date, Shopflo may: (a) charge a late payment fee of twenty-four percent (24%) per annum on the outstanding amount, calculated on a daily basis from the date payment was due until the date of actual payment; and (b) if two (2) or more consecutive invoices remain unpaid after their respective due dates, suspend the Merchant’s access to the Services with immediate effect and without further notice. If the Merchant fails to remedy such non-payment within fourteen (14) days of suspension, Shopflo may terminate this Agreement with immediate effect upon written notice. For the avoidance of doubt, non-payment of Fees is expressly excluded from the fourteen (14) day cure period in clause 11.1(a) and may result in immediate suspension as set out in this clause.4.6. All payments shall be made in the currency specified on the invoice by electronic funds transfer or such other method as Shopflo may notify from time to time.4.7. The specific Fees applicable to the Merchant shall be those set out in any Order Form or separate commercial agreement. In the event of conflict between the commercial terms in these Terms and an Order Form or separate commercial agreement, the Order Form or separate commercial agreement shall prevail.INTELLECTUAL PROPERTY5.1. All intellectual property rights in and to the Platform, Services, and all associated materials, including software, source code, algorithms, designs, documentation, trademarks, and trade names (the “Shopflo IPR”), are owned by or licensed to Shopflo. Nothing in these Terms transfers any Shopflo IPR to the Merchant.5.2. Shopflo grants the Merchant a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and Services during the term of this Agreement solely for the Merchant’s internal business purposes in accordance with these Terms.5.3. The Merchant grants Shopflo a limited, non-exclusive, royalty-free licence to access, process, and use the Merchant Data and Customer Personal Data to the extent necessary to provide the Services.5.4. The Shopflo name, logo, and associated marks may not be used by the Merchant without prior written consent from Shopflo.ACCEPTABLE USE AND PLATFORM RESTRICTIONS6.1. The Merchant may use the Platform and Services only for lawful purposes and in accordance with these Terms. The Merchant must not:use the Platform to sell, promote, or facilitate the sale of goods or services that are prohibited by applicable law, including drugs, weapons, stolen goods, counterfeit items, or content that promotes hate, violence, discrimination, or exploitation;attempt to gain unauthorised access to any part of the Platform, its systems, networks, or data, or to any account, system, or network connected to the Platform;reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying architecture of the Platform;use any automated tools, bots, scripts, crawlers, or scraping mechanisms to access, extract, or interfere with the Platform, except where expressly permitted via Shopflo’s published APIs;interfere with or disrupt the integrity, security, or performance of the Platform, including by uploading malicious code, viruses, or any content designed to harm Shopflo’s infrastructure or other users;impersonate any person or entity or misrepresent an affiliation with any person or entity;use the Platform to commit fraud, facilitate money laundering, or engage in any bribery, corruption, or unlawful financial scheme;resell or sublicense access to the Platform or Services to any third party without Shopflo’s prior written consent; oruse the Platform in any manner that violates applicable law or regulation.6.2. Shopflo reserves the right to investigate suspected violations of this clause and to suspend or terminate access to the Platform without notice if a violation is confirmed or reasonably suspected.DATA PROTECTION AND PRIVACY7.1. In connection with the Services, the Merchant acts as the data fiduciary in respect of Customer Personal Data collected through the Merchant’s platform and processed through the Platform, and Shopflo acts as a data processor on the Merchant’s behalf in respect of such data. 7.2. Shopflo shall: (a) process Customer Personal Data as necessary to provide the Services; (b) implement and maintain appropriate technical and organisational security measures to protect Customer Personal Data against unauthorised access, disclosure, loss, or destruction. 7.3. The Merchant shall, in the performance of its obligations under these Terms and in processing any Customer Personal Data, comply with all applicable Data Protection Laws. For the avoidance of doubt, the Merchant shall indemnify, compensate and hold Shopflo harmless from any claims, damages, or losses arising out of the breach or non-compliance of this obligation.7.4. The Merchant must ensure that it has all necessary consents/ permissions from and/ or is appropriately authorised by the relevant Customers under applicable Data Protection Laws for sharing any Customer Personal Data with Shopflo (such as for sharing any historical personal data of such Customers available with the Merchant) under these Terms. The Merchant agrees and understands that a breach of this clause 7.4 shall be a material breach of these Terms, and Shopflo may terminate this Agreement and provision of any Services to the Merchant without notice. 7.5. The Merchant will have and maintain such terms of use and privacy policy that may be required under applicable laws, including Data Protection Laws, and shall make such modifications to these terms and policies as may be necessary to permit lawful processing of Customer Personal Data under these Terms.7.6. Merchants must ensure that they communicate to Shopflo in the event that any Customer has exercised any rights under the DPDP Framework which prohibits any processing of the Customer Personal Data. If such information is not shared in accordance with applicable law, then the Merchant shall become liable to indemnify Shopflo arising from such non-compliance under this clause.7.7. The Merchant agrees and understands that it shall obtain certain information, including Customer Personal Data from Shopflo, which may be collected by other merchants that have engaged with Shopflo (which merchants are collectively known as the “Shopflo Network”, and such information shall be known as the “Shopflo Network Information”), is treated as confidential. The Merchant shall take all steps to ensure that such information is processed in accordance with the Data Protection Laws, including such requirements as may be under the DPDP Framework. In the event that Shopflo identifies or is made aware that any information so provided is used in contravention of applicable Data Protection Laws, then Shopflo shall direct and the Merchant shall cease all processing of such information immediately. 7.8. The Merchant shall implement and maintain reasonable security safeguards to ensure the security, confidentiality, and integrity of all Shopflo Network Information, as are commensurate with the nature of information and best industry standards and practices. The Merchant must adopt at minimum, the standards set out in the DPDP Framework. The Merchant shall be liable to Shopflo for any direct damages arising from the Merchant’s failure to maintain appropriate security safeguards. Such liability shall not be subject to any contractual exclusion or limitation of liability that would otherwise apply under these Terms.7.9. The Merchant warrants and covenants, and shall ensure that during the term of its engagement, it shall have robust information security practices, and shall at its own cost update, modify, upgrade the same in order to keep in line with industry best practices. Merchant shall provide appropriate evidence of such compliances to Shopflo, if so required by Shopflo.7.10. In the event of any compliance issue or data breach suffered by the Merchant, which may impact the Shopflo Network Information, the Merchant shall bear full responsibility for such breach or issue and shall provide all details to Shopflo as may be requested in relation to such compliance issue or data breach. The Merchant shall provide full and prompt assistance to Shopflo, as Shopflo may request and otherwise as may be required for Shopflo to meet its obligations under Data Protection Laws.7.11. In the event of any incident resulting in loss, corruption, or unauthorised access to Shopflo Network Information, the Merchant shall promptly notify Shoplfo in writing immediately. The Merchant shall provide ongoing updates on remediation efforts, and as stated in clause 7.10 above, provide such details as may be requested by Shopflo in relation to such incident to ensure compliance with applicable laws including applicable Data Protection Laws.7.12. The Merchant shall implement appropriate measures to protect the rights of Customers as specified under the DPDP Framework, including their rights to access, correction, erasure, withdrawal of consent and grievance redressal. The Merchant shall establish and maintain an effective grievance redressal mechanism and shall specifically address and resolve any grievances raised by the Customers concerning the sharing or processing of their Customer Personal Data with Shopflo under these Terms. The Merchant shall indemnify and hold harmless Shopflo against any claims, penalties, or losses arising from non-compliance with this obligation.7.13. Merchants must ensure that all rights are exercisable against the Merchants alone, and they will indemnify and hold harmless Shopflo against any claims brought against it.7.14. The Merchant acknowledges that Shopflo, acting on its instructions and on its behalf, may be required to share Customer Personal Data, including the Shopflo Network Information with third parties in order to support the provision of the goods and services to the Customer. In such instances, the Merchant alone shall remain responsible for ensuring that such third party services comply with all applicable laws including Data Protection Laws, data protection standards, and industry practices, and that the processing does not compromise the integrity, performance, or security of the Customer Personal Data, including the Shopflo Network Information that is shared under such an arrangement. The Merchant shall conduct its due diligence to ensure that the use of such Customer Personal Data by the third party does not violate any applicable laws. Shopflo shall share all information with third parties on an as-is basis and shall not be liable for any damages, costs, claims, liabilities that may arise from such use of the information by the third parties.7.15. Under no circumstances shall Shopflo be deemed to assume any responsibility or liability for the acts and omissions of any such third-party services availed by the Merchant. Any limitations of liability elsewhere in these Terms shall not apply to losses suffered by Shopflo due to such third parties.7.16. Any losses arising from any failure of the Merchant to comply with Data Protection Laws shall be borne and made whole to Shopflo by the Merchant at all times. This right shall survive Termination of the agreement.7.17. Following termination of this Agreement, Shopflo will retain data for a period of up to ninety (90) days, after which it will be deleted in accordance with Shopflo’s data retention policy, unless a longer retention period is required by applicable law. For the avoidance of doubt, any data retained by Shopflo beyond the fourteen (14) day period referred to in clause 11.5(c) is retained for Shopflo’s internal purposes only and does not imply continued access to, or availability of, such data for the Merchant.7.18. Shopflo maintains a Privacy Policy applicable to end-users and visitors to Shopflo’s website. The Privacy Policy is supplementary to, and does not replace, the data processing obligations set out in this clause.CONFIDENTIALITY8.1. Each party agrees to: (a) keep the other party’s Confidential Information strictly confidential; (b) use the other party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose the other party’s Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality at least as stringent as those in this clause.8.2. The obligations in clause 8.1 do not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided that the receiving party gives prompt written notice to the disclosing party (to the extent legally permitted) and cooperates with the disclosing party’s efforts to obtain a protective order.8.3. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.THIRD-PARTY SERVICES9.1. The Platform incorporates or interfaces with Third-Party Services, including payment aggregators, payment gateways, logistics providers, and other technology integrations. These Third-Party Services are subject to their own terms, conditions, and privacy policies.9.2. Shopflo does not own, control, or warrant the availability, accuracy, security, or performance of any Third-Party Services. Shopflo shall not be liable for any loss, damage, or disruption caused by or arising from the acts or omissions of any Third-Party Service provider.9.3. The Merchant acknowledges that its use of certain features of the Services may be contingent on the availability of Third-Party Services, and that the terms applicable to such services shall govern the Merchant’s relationship with those providers directly.MERCHANT OBLIGATIONS10.1. Tax Compliance. The Merchant is solely responsible for determining and remitting all applicable taxes (including GST, sales tax, and other levies) in connection with Transactions processed through the Platform. Shopflo does not provide tax advice and is not responsible for any failure by the Merchant to comply with its tax obligations.10.2. Transaction Accuracy. The Merchant is responsible for the accuracy and completeness of all Transactions. Shopflo has no obligation to verify whether any Transaction is accurate, authorised, or typical for the Merchant’s business, and the Merchant bears sole responsibility for losses arising from erroneous or fraudulent Transactions.10.3. Customer Relationships. All contractual and commercial terms governing the sale of goods or services to Customers are between the Merchant and the Customer. Shopflo is not a party to such arrangements and has no obligation to mediate or resolve disputes between the Merchant and its Customers.SUSPENSION AND TERMINATION11.1. Termination by Shopflo for Cause. Shopflo may terminate this Agreement with immediate effect upon written notice to the Merchant if: (a) the Merchant commits a material breach of these Terms that is incapable of remedy, or that the Merchant fails to remedy within fourteen (14) days of written notice (for the avoidance of doubt, non-payment of Fees is governed by clause 4.5 and is not subject to the cure period in this sub-clause); (b) the Merchant becomes insolvent, enters into administration, or is subject to any analogous insolvency proceedings; or (c) the Merchant engages in fraudulent, unlawful, or abusive conduct.11.2. Termination by Shopflo Without Cause. Shopflo may terminate this Agreement for any reason other than those set out in clause 11.1 by giving the Merchant not less than fourteen (14) calendar days’ prior written notice.11.3. Suspension. Without prejudice to its right of termination, Shopflo may suspend the Merchant’s access to the Services with immediate effect if: (a) Shopflo reasonably suspects a material breach of these Terms; (b) Shopflo is required to do so by a regulatory authority or payment provider; or (c) non-payment of invoices in accordance with clause 4.5. Shopflo will notify the Merchant of the suspension and the reason for it as soon as reasonably practicable. Suspension will be lifted once the relevant issue has been resolved to Shopflo’s reasonable satisfaction.11.4. Termination by Merchant. The Merchant may terminate this Agreement at any time by providing at least thirty (30) days’ prior written notice to Shopflo and ceasing all use of the Services upon expiration of such notice period. The Merchant shall remain liable for all Fees accrued up to the effective date of termination.11.5. Consequences of Termination. Upon termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately cease; (b) any outstanding Fees shall become immediately due and payable; (c) the Merchant must export or retrieve all Merchant Data within fourteen (14) days of the termination date. Shopflo reserves the right to charge an additional fee if the Merchant requires Shopflo’s assistance with data export or if the export period exceeds fourteen (14) days. Any data retained by Shopflo after this fourteen (14) day window is retained for Shopflo’s internal purposes only and does not imply continued access to, or availability of, such data for the Merchant, subject to Shopflo’s obligations under clause 7.17; and (d) each party shall return or destroy the other party’s Confidential Information.11.6. The following provisions shall survive termination: clauses 5 (Intellectual Property), 7 (Data Protection, to the extent of obligations intended to continue post-termination, including data retention, deletion, and confidentiality obligations), 8 (Confidentiality), 12 (Indemnification), 13 (Limitation of Liability), 14 (Non-Solicit), and 15 (Governing Law and Dispute Resolution).WARRANTIES AND DISCLAIMER12.1. Each party warrants that it has the authority to enter into this Agreement and that it will comply with all applicable laws and regulations in connection with its performance of this Agreement.12.2. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPFLO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SHOPFLO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.12.3. Shopflo will endeavour to provide at least 48 hours’ advance notice of any scheduled maintenance that is expected to cause material disruption to the Services.INDEMNIFICATION13.1. The Merchant shall indemnify, defend, and hold harmless Shopflo, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Merchant’s breach of these Terms; (b) the Merchant’s use of the Services in violation of applicable law, including Data Protection Laws; (c) any claim by a Customer arising from the Merchant’s products, services, or conduct; or (d) any infringement of a third party’s intellectual property rights by the Merchant.LIMITATION OF LIABILITY14.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHOPFLO SHALL NOT BE LIABLE TO THE MERCHANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF SHOPFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.14.2. SHOPFLO’S AGGREGATE LIABILITY TO THE MERCHANT FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE MERCHANT TO SHOPFLO IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.14.3. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILFUL MISCONDUCT, DEATH OR PERSONAL INJURY, OR ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.NON-SOLICITATION15.1. During the term of this Agreement and for a period of two (2) years following its termination, the Merchant shall not, directly or indirectly: (a) solicit or attempt to solicit any employee, consultant, or contractor of Shopflo to leave Shopflo’s engagement; or (b) disparage Shopflo, its management, employees, or its products or services to any third party.SUPPORT16.1. Shopflo will provide the Merchant with access to support resources, including documentation and help centre materials, to assist with general queries relating to the Merchant’s Account and use of the Services.16.2. Support channels and response times shall be as set out in any applicable Order Form or service level documentation.GOVERNING LAW AND DISPUTE RESOLUTION17.1. This Agreement shall be governed by and construed in accordance with the laws of India.17.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Bangalore, India.MISCELLANEOUS18.1. Entire Agreement. This Agreement, together with any applicable Order Form or separately executed agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. In the event of any conflict between these Terms and an Order Form or separately executed agreement, the Order Form or separately executed agreement shall prevail.18.2. Amendments. Shopflo may amend these Terms from time to time by posting updated Terms on the Platform. The Merchant’s continued use of the Services following the posting of updated Terms constitutes acceptance of the changes. Shopflo will use reasonable efforts to notify Merchants of material changes in advance.18.3. Severability. If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of the remaining provisions.18.4. No Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce such provision in the future.18.5. Assignment. The Merchant may not assign or transfer any rights or obligations under this Agreement without Shopflo’s prior written consent. Shopflo may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.18.6. Force Majeure. Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond their reasonable control, provided that the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.18.7. Notices. Notices under this Agreement shall be in writing and delivered by registered mail, hand delivery, email with read receipt, or internationally recognised courier to:Shopflo Technologies Private Limited Plot No S-151/A Kh No 14/22/5/3, 14/23 D, Block Outub Vihar, Phase-I, Gali No. 10, New Delhi, South West Delhi, Delhi, India – 110071 Email: contact@shopflo.com
These Terms and Conditions (“Terms”) govern access to and use of the services provided by Shopflo Technologies Private Limited (“Shopflo”, “we”, “us”, or “our”) through its platform and website. By accessing or using the Services, the Merchant agrees to be bound by these Terms.These Terms supersede and replace any prior terms of service, online terms, or other standard platform terms previously applicable to the Merchant’s use of the Services. In the event of a conflict between these Terms and any previously executed agreement, order form, or statement of work between the Merchant and Shopflo, these Terms shall prevail unless the parties have expressly agreed in writing that such prior agreement or specific provision thereof will continue to govern.DEFINITIONSThe following capitalised terms shall have the meanings ascribed to them below:“Agreement” means these Terms, together with any applicable Order Form, addendum, or separately executed agreement between Shopflo and the Merchant.“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, pricing, customer data, and platform architecture.“Customer” means an end-user or consumer who accesses a Merchant’s website or platform, registers with the Merchant and/or initiates a Transaction through the Platform.“Data” means all electronic data, content, or materials submitted to or processed through the Platform, including Merchant Data and Customer Personal Data.“Data Protection Laws” shall mean all applicable laws in India governing personal data, which include but is not limited to the Information Technology Act, 2000 and the rules thereunder, the Digital Personal Data Protection Act, 2023 and rules thereunder (“DPDP Framework”), and directions and guidelines issued by the CERT-In, as issued from time to time.“Customer Personal Data” means any personal data (as defined under applicable data protection law) relating to Customers that is submitted to, stored on, or processed through the Platform.“Fees” means the charges payable by the Merchant to Shopflo for access to and use of the Services, as set out in the applicable Order Form or as otherwise agreed in writing between the parties.“GMV” means the gross merchandise value of goods sold via the Platform, net of discounts but inclusive of all applicable taxes.“Merchant” means the business entity or individual that has registered for an account with Shopflo and uses the Services to facilitate Transactions. References to “you” or “your” in these Terms are references to the Merchant.“Merchant Data” means any data, information, content, records, materials, or communications provided, uploaded, submitted, transmitted, or otherwise made available by or on behalf of the Merchant to Shopflo or the Platform in connection with the Merchant’s onboarding, access to, or use of the Services, including business, transaction, customer, operational, and account-related information.“Order Form” means any separately executed order form, service agreement, statement of work, or similar commercial document entered into between Shopflo and the Merchant.“Platform” means the Shopflo proprietary checkout and transaction facilitation technology platform, including the website located at www.shopflo.com, the APIs, and all related software, tools, and infrastructure made available to the Merchant by Shopflo.“Services” means the checkout facilitation, payment orchestration, and related technology services provided by Shopflo to the Merchant through the Platform, as more particularly described in clause 2 and any applicable Order Form.“Third-Party Services” means any software, services, APIs, platforms, or integrations provided by third parties that are incorporated into or interact with the Platform, including payment aggregators, payment gateways, and logistics providers.“Transaction” means any purchase, sale, order, or payment initiated by a Customer through the Platform in connection with the Merchant’s products or services.“Updates” means any upgrades, modifications, patches, enhancements, or discontinuations of features of the Platform or Services made by Shopflo from time to time for technical, operational, or regulatory reasons.SCOPE OF SERVICES
2.1. Shopflo provides a technology platform that enables Merchants to offer and manage optimised commerce, checkout, payment, customer engagement, and post-purchase experiences for their Customers. The Services may include, without limitation: (a) checkout flow management and optimisation; (b) transaction facilitation, payment orchestration, and payment-related integrations via Third-Party Services; (c) customer identity, authentication, loyalty, rewards, coupon, and promotional management features; (d) customer communication and engagement tools, including notifications, messaging, and workflow automation; (e) integrations with, and facilitation of interactions or communications with, third-party platforms, service providers, and partners as authorised by the Merchant; (f) analytics, reporting, and operational insights tools; (g) fraud prevention, risk management, and operational support features; and (h) related software, APIs, dashboards, documentation, implementation assistance, support services, and other features or functionalities made available by Shopflo from time to time.2.2. Shopflo acts solely as a technology intermediary and platform provider. Shopflo does not sell goods or services to Customers, does not take possession of goods, and is not a party to any transaction between the Merchant and its Customers. The Merchant remains solely responsible for its products, services, pricing, fulfilment, and its contractual and legal relationship with its Customers.2.3. Shopflo is not a payment system provider as defined under the Payment and Settlement Systems Act, 2007, a banking company as defined under the Banking Regulation Act, 1949, or a non-banking financial company as defined under the Reserve Bank of India Act, 1938. All payments are settled by the relevant payment aggregator or gateway directly to the Merchant’s designated bank account, subject to the terms of those providers.2.4. Shopflo may make Updates from time to time. Shopflo will use reasonable efforts to provide advance notice of material changes. Where an Update constitutes a material change that alters the fundamental nature of the Services, and the Merchant does not wish to continue on that basis, the Merchant’s sole remedy is to terminate this Agreement in accordance with clause 11.MERCHANT ACCOUNT3.1. To access the Services, the Merchant must register and maintain an active account on the Platform (“Account”). The Merchant must provide accurate, current, and complete information during registration and must keep such information updated at all times.3.2. The Merchant is responsible for maintaining the confidentiality of its Account credentials and for all activities that occur under its Account. The Merchant must not share credentials with any unauthorised person and must notify Shopflo immediately of any suspected unauthorised access or security breach.3.3. Shopflo reserves the right to suspend or terminate any Account where the information provided is inaccurate, incomplete, or misleading, or where there is a reasonable suspicion of fraud, misuse, or breach of these Terms.FEES AND PAYMENT4.1. In consideration for access to the Services, the Merchant agrees to pay Shopflo the Fees set out in the applicable Order Form or as otherwise agreed in writing. Unless otherwise specified, Fees are calculated as a percentage of GMV processed through the Platform.4.2. Shopflo will issue invoices on or around the 2nd day of each calendar month in respect of the preceding month. Payment is due within ten (10) calendar days of the invoice date.4.3. All Fees are exclusive of goods and services tax (GST) or any other applicable taxes, which shall be payable in addition to the Fees at the prevailing rate.4.4. Orders cancelled after placement shall not be deducted from the GMV calculation for invoicing purposes. Draft orders placed directly on the Merchant’s backend (e.g. Shopify backend) are excluded from the pricing calculation.4.5. If the Merchant fails to make payment by the due date, Shopflo may: (a) charge a late payment fee of twenty-four percent (24%) per annum on the outstanding amount, calculated on a daily basis from the date payment was due until the date of actual payment; and (b) if two (2) or more consecutive invoices remain unpaid after their respective due dates, suspend the Merchant’s access to the Services with immediate effect and without further notice. If the Merchant fails to remedy such non-payment within fourteen (14) days of suspension, Shopflo may terminate this Agreement with immediate effect upon written notice. For the avoidance of doubt, non-payment of Fees is expressly excluded from the fourteen (14) day cure period in clause 11.1(a) and may result in immediate suspension as set out in this clause.4.6. All payments shall be made in the currency specified on the invoice by electronic funds transfer or such other method as Shopflo may notify from time to time.4.7. The specific Fees applicable to the Merchant shall be those set out in any Order Form or separate commercial agreement. In the event of conflict between the commercial terms in these Terms and an Order Form or separate commercial agreement, the Order Form or separate commercial agreement shall prevail.INTELLECTUAL PROPERTY5.1. All intellectual property rights in and to the Platform, Services, and all associated materials, including software, source code, algorithms, designs, documentation, trademarks, and trade names (the “Shopflo IPR”), are owned by or licensed to Shopflo. Nothing in these Terms transfers any Shopflo IPR to the Merchant.5.2. Shopflo grants the Merchant a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and Services during the term of this Agreement solely for the Merchant’s internal business purposes in accordance with these Terms.5.3. The Merchant grants Shopflo a limited, non-exclusive, royalty-free licence to access, process, and use the Merchant Data and Customer Personal Data to the extent necessary to provide the Services.5.4. The Shopflo name, logo, and associated marks may not be used by the Merchant without prior written consent from Shopflo.ACCEPTABLE USE AND PLATFORM RESTRICTIONS6.1. The Merchant may use the Platform and Services only for lawful purposes and in accordance with these Terms. The Merchant must not:use the Platform to sell, promote, or facilitate the sale of goods or services that are prohibited by applicable law, including drugs, weapons, stolen goods, counterfeit items, or content that promotes hate, violence, discrimination, or exploitation;attempt to gain unauthorised access to any part of the Platform, its systems, networks, or data, or to any account, system, or network connected to the Platform;reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying architecture of the Platform;use any automated tools, bots, scripts, crawlers, or scraping mechanisms to access, extract, or interfere with the Platform, except where expressly permitted via Shopflo’s published APIs;interfere with or disrupt the integrity, security, or performance of the Platform, including by uploading malicious code, viruses, or any content designed to harm Shopflo’s infrastructure or other users;impersonate any person or entity or misrepresent an affiliation with any person or entity;use the Platform to commit fraud, facilitate money laundering, or engage in any bribery, corruption, or unlawful financial scheme;resell or sublicense access to the Platform or Services to any third party without Shopflo’s prior written consent; oruse the Platform in any manner that violates applicable law or regulation.6.2. Shopflo reserves the right to investigate suspected violations of this clause and to suspend or terminate access to the Platform without notice if a violation is confirmed or reasonably suspected.DATA PROTECTION AND PRIVACY7.1. In connection with the Services, the Merchant acts as the data fiduciary in respect of Customer Personal Data collected through the Merchant’s platform and processed through the Platform, and Shopflo acts as a data processor on the Merchant’s behalf in respect of such data. 7.2. Shopflo shall: (a) process Customer Personal Data as necessary to provide the Services; (b) implement and maintain appropriate technical and organisational security measures to protect Customer Personal Data against unauthorised access, disclosure, loss, or destruction. 7.3. The Merchant shall, in the performance of its obligations under these Terms and in processing any Customer Personal Data, comply with all applicable Data Protection Laws. For the avoidance of doubt, the Merchant shall indemnify, compensate and hold Shopflo harmless from any claims, damages, or losses arising out of the breach or non-compliance of this obligation.7.4. The Merchant must ensure that it has all necessary consents/ permissions from and/ or is appropriately authorised by the relevant Customers under applicable Data Protection Laws for sharing any Customer Personal Data with Shopflo (such as for sharing any historical personal data of such Customers available with the Merchant) under these Terms. The Merchant agrees and understands that a breach of this clause 7.4 shall be a material breach of these Terms, and Shopflo may terminate this Agreement and provision of any Services to the Merchant without notice. 7.5. The Merchant will have and maintain such terms of use and privacy policy that may be required under applicable laws, including Data Protection Laws, and shall make such modifications to these terms and policies as may be necessary to permit lawful processing of Customer Personal Data under these Terms.7.6. Merchants must ensure that they communicate to Shopflo in the event that any Customer has exercised any rights under the DPDP Framework which prohibits any processing of the Customer Personal Data. If such information is not shared in accordance with applicable law, then the Merchant shall become liable to indemnify Shopflo arising from such non-compliance under this clause.7.7. The Merchant agrees and understands that it shall obtain certain information, including Customer Personal Data from Shopflo, which may be collected by other merchants that have engaged with Shopflo (which merchants are collectively known as the “Shopflo Network”, and such information shall be known as the “Shopflo Network Information”), is treated as confidential. The Merchant shall take all steps to ensure that such information is processed in accordance with the Data Protection Laws, including such requirements as may be under the DPDP Framework. In the event that Shopflo identifies or is made aware that any information so provided is used in contravention of applicable Data Protection Laws, then Shopflo shall direct and the Merchant shall cease all processing of such information immediately. 7.8. The Merchant shall implement and maintain reasonable security safeguards to ensure the security, confidentiality, and integrity of all Shopflo Network Information, as are commensurate with the nature of information and best industry standards and practices. The Merchant must adopt at minimum, the standards set out in the DPDP Framework. The Merchant shall be liable to Shopflo for any direct damages arising from the Merchant’s failure to maintain appropriate security safeguards. Such liability shall not be subject to any contractual exclusion or limitation of liability that would otherwise apply under these Terms.7.9. The Merchant warrants and covenants, and shall ensure that during the term of its engagement, it shall have robust information security practices, and shall at its own cost update, modify, upgrade the same in order to keep in line with industry best practices. Merchant shall provide appropriate evidence of such compliances to Shopflo, if so required by Shopflo.7.10. In the event of any compliance issue or data breach suffered by the Merchant, which may impact the Shopflo Network Information, the Merchant shall bear full responsibility for such breach or issue and shall provide all details to Shopflo as may be requested in relation to such compliance issue or data breach. The Merchant shall provide full and prompt assistance to Shopflo, as Shopflo may request and otherwise as may be required for Shopflo to meet its obligations under Data Protection Laws.7.11. In the event of any incident resulting in loss, corruption, or unauthorised access to Shopflo Network Information, the Merchant shall promptly notify Shoplfo in writing immediately. The Merchant shall provide ongoing updates on remediation efforts, and as stated in clause 7.10 above, provide such details as may be requested by Shopflo in relation to such incident to ensure compliance with applicable laws including applicable Data Protection Laws.7.12. The Merchant shall implement appropriate measures to protect the rights of Customers as specified under the DPDP Framework, including their rights to access, correction, erasure, withdrawal of consent and grievance redressal. The Merchant shall establish and maintain an effective grievance redressal mechanism and shall specifically address and resolve any grievances raised by the Customers concerning the sharing or processing of their Customer Personal Data with Shopflo under these Terms. The Merchant shall indemnify and hold harmless Shopflo against any claims, penalties, or losses arising from non-compliance with this obligation.7.13. Merchants must ensure that all rights are exercisable against the Merchants alone, and they will indemnify and hold harmless Shopflo against any claims brought against it.7.14. The Merchant acknowledges that Shopflo, acting on its instructions and on its behalf, may be required to share Customer Personal Data, including the Shopflo Network Information with third parties in order to support the provision of the goods and services to the Customer. In such instances, the Merchant alone shall remain responsible for ensuring that such third party services comply with all applicable laws including Data Protection Laws, data protection standards, and industry practices, and that the processing does not compromise the integrity, performance, or security of the Customer Personal Data, including the Shopflo Network Information that is shared under such an arrangement. The Merchant shall conduct its due diligence to ensure that the use of such Customer Personal Data by the third party does not violate any applicable laws. Shopflo shall share all information with third parties on an as-is basis and shall not be liable for any damages, costs, claims, liabilities that may arise from such use of the information by the third parties.7.15. Under no circumstances shall Shopflo be deemed to assume any responsibility or liability for the acts and omissions of any such third-party services availed by the Merchant. Any limitations of liability elsewhere in these Terms shall not apply to losses suffered by Shopflo due to such third parties.7.16. Any losses arising from any failure of the Merchant to comply with Data Protection Laws shall be borne and made whole to Shopflo by the Merchant at all times. This right shall survive Termination of the agreement.7.17. Following termination of this Agreement, Shopflo will retain data for a period of up to ninety (90) days, after which it will be deleted in accordance with Shopflo’s data retention policy, unless a longer retention period is required by applicable law. For the avoidance of doubt, any data retained by Shopflo beyond the fourteen (14) day period referred to in clause 11.5(c) is retained for Shopflo’s internal purposes only and does not imply continued access to, or availability of, such data for the Merchant.7.18. Shopflo maintains a Privacy Policy applicable to end-users and visitors to Shopflo’s website. The Privacy Policy is supplementary to, and does not replace, the data processing obligations set out in this clause.CONFIDENTIALITY8.1. Each party agrees to: (a) keep the other party’s Confidential Information strictly confidential; (b) use the other party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose the other party’s Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality at least as stringent as those in this clause.8.2. The obligations in clause 8.1 do not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided that the receiving party gives prompt written notice to the disclosing party (to the extent legally permitted) and cooperates with the disclosing party’s efforts to obtain a protective order.8.3. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.THIRD-PARTY SERVICES9.1. The Platform incorporates or interfaces with Third-Party Services, including payment aggregators, payment gateways, logistics providers, and other technology integrations. These Third-Party Services are subject to their own terms, conditions, and privacy policies.9.2. Shopflo does not own, control, or warrant the availability, accuracy, security, or performance of any Third-Party Services. Shopflo shall not be liable for any loss, damage, or disruption caused by or arising from the acts or omissions of any Third-Party Service provider.9.3. The Merchant acknowledges that its use of certain features of the Services may be contingent on the availability of Third-Party Services, and that the terms applicable to such services shall govern the Merchant’s relationship with those providers directly.MERCHANT OBLIGATIONS10.1. Tax Compliance. The Merchant is solely responsible for determining and remitting all applicable taxes (including GST, sales tax, and other levies) in connection with Transactions processed through the Platform. Shopflo does not provide tax advice and is not responsible for any failure by the Merchant to comply with its tax obligations.10.2. Transaction Accuracy. The Merchant is responsible for the accuracy and completeness of all Transactions. Shopflo has no obligation to verify whether any Transaction is accurate, authorised, or typical for the Merchant’s business, and the Merchant bears sole responsibility for losses arising from erroneous or fraudulent Transactions.10.3. Customer Relationships. All contractual and commercial terms governing the sale of goods or services to Customers are between the Merchant and the Customer. Shopflo is not a party to such arrangements and has no obligation to mediate or resolve disputes between the Merchant and its Customers.SUSPENSION AND TERMINATION11.1. Termination by Shopflo for Cause. Shopflo may terminate this Agreement with immediate effect upon written notice to the Merchant if: (a) the Merchant commits a material breach of these Terms that is incapable of remedy, or that the Merchant fails to remedy within fourteen (14) days of written notice (for the avoidance of doubt, non-payment of Fees is governed by clause 4.5 and is not subject to the cure period in this sub-clause); (b) the Merchant becomes insolvent, enters into administration, or is subject to any analogous insolvency proceedings; or (c) the Merchant engages in fraudulent, unlawful, or abusive conduct.11.2. Termination by Shopflo Without Cause. Shopflo may terminate this Agreement for any reason other than those set out in clause 11.1 by giving the Merchant not less than fourteen (14) calendar days’ prior written notice.11.3. Suspension. Without prejudice to its right of termination, Shopflo may suspend the Merchant’s access to the Services with immediate effect if: (a) Shopflo reasonably suspects a material breach of these Terms; (b) Shopflo is required to do so by a regulatory authority or payment provider; or (c) non-payment of invoices in accordance with clause 4.5. Shopflo will notify the Merchant of the suspension and the reason for it as soon as reasonably practicable. Suspension will be lifted once the relevant issue has been resolved to Shopflo’s reasonable satisfaction.11.4. Termination by Merchant. The Merchant may terminate this Agreement at any time by providing at least thirty (30) days’ prior written notice to Shopflo and ceasing all use of the Services upon expiration of such notice period. The Merchant shall remain liable for all Fees accrued up to the effective date of termination.11.5. Consequences of Termination. Upon termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately cease; (b) any outstanding Fees shall become immediately due and payable; (c) the Merchant must export or retrieve all Merchant Data within fourteen (14) days of the termination date. Shopflo reserves the right to charge an additional fee if the Merchant requires Shopflo’s assistance with data export or if the export period exceeds fourteen (14) days. Any data retained by Shopflo after this fourteen (14) day window is retained for Shopflo’s internal purposes only and does not imply continued access to, or availability of, such data for the Merchant, subject to Shopflo’s obligations under clause 7.17; and (d) each party shall return or destroy the other party’s Confidential Information.11.6. The following provisions shall survive termination: clauses 5 (Intellectual Property), 7 (Data Protection, to the extent of obligations intended to continue post-termination, including data retention, deletion, and confidentiality obligations), 8 (Confidentiality), 12 (Indemnification), 13 (Limitation of Liability), 14 (Non-Solicit), and 15 (Governing Law and Dispute Resolution).WARRANTIES AND DISCLAIMER12.1. Each party warrants that it has the authority to enter into this Agreement and that it will comply with all applicable laws and regulations in connection with its performance of this Agreement.12.2. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPFLO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SHOPFLO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.12.3. Shopflo will endeavour to provide at least 48 hours’ advance notice of any scheduled maintenance that is expected to cause material disruption to the Services.INDEMNIFICATION13.1. The Merchant shall indemnify, defend, and hold harmless Shopflo, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Merchant’s breach of these Terms; (b) the Merchant’s use of the Services in violation of applicable law, including Data Protection Laws; (c) any claim by a Customer arising from the Merchant’s products, services, or conduct; or (d) any infringement of a third party’s intellectual property rights by the Merchant.LIMITATION OF LIABILITY14.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHOPFLO SHALL NOT BE LIABLE TO THE MERCHANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF SHOPFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.14.2. SHOPFLO’S AGGREGATE LIABILITY TO THE MERCHANT FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE MERCHANT TO SHOPFLO IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.14.3. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILFUL MISCONDUCT, DEATH OR PERSONAL INJURY, OR ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.NON-SOLICITATION15.1. During the term of this Agreement and for a period of two (2) years following its termination, the Merchant shall not, directly or indirectly: (a) solicit or attempt to solicit any employee, consultant, or contractor of Shopflo to leave Shopflo’s engagement; or (b) disparage Shopflo, its management, employees, or its products or services to any third party.SUPPORT16.1. Shopflo will provide the Merchant with access to support resources, including documentation and help centre materials, to assist with general queries relating to the Merchant’s Account and use of the Services.16.2. Support channels and response times shall be as set out in any applicable Order Form or service level documentation.GOVERNING LAW AND DISPUTE RESOLUTION17.1. This Agreement shall be governed by and construed in accordance with the laws of India.17.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Bangalore, India.MISCELLANEOUS18.1. Entire Agreement. This Agreement, together with any applicable Order Form or separately executed agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. In the event of any conflict between these Terms and an Order Form or separately executed agreement, the Order Form or separately executed agreement shall prevail.18.2. Amendments. Shopflo may amend these Terms from time to time by posting updated Terms on the Platform. The Merchant’s continued use of the Services following the posting of updated Terms constitutes acceptance of the changes. Shopflo will use reasonable efforts to notify Merchants of material changes in advance.18.3. Severability. If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of the remaining provisions.18.4. No Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce such provision in the future.18.5. Assignment. The Merchant may not assign or transfer any rights or obligations under this Agreement without Shopflo’s prior written consent. Shopflo may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.18.6. Force Majeure. Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond their reasonable control, provided that the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.18.7. Notices. Notices under this Agreement shall be in writing and delivered by registered mail, hand delivery, email with read receipt, or internationally recognised courier to:Shopflo Technologies Private Limited Plot No S-151/A Kh No 14/22/5/3, 14/23 D, Block Outub Vihar, Phase-I, Gali No. 10, New Delhi, South West Delhi, Delhi, India – 110071 Email: contact@shopflo.com
