Merchant Terms of Service

1. Who we are and what these terms cover

1.1 Mercayo is an online platform that lets businesses build and run their own online stores. It is operated by Wahenam International, a sole proprietorship (no CIN or LLPIN applies), with its registered office at 8th Floor, 803, North Plaza, Visat-Gandhinagar Highway, Motera, Ahmedabad 380005, Gujarat, India, GSTIN 24BQWPS7550Q2ZK ("Mercayo", "we", "us", "our").

1.2 These Merchant Terms of Service ("Terms") are a contract between Mercayo and the person or business that opens a Mercayo account or store ("Merchant", "you", "your"). They govern your use of mercayo.com, the store admin, the storefronts we host for you, our APIs, apps, themes, templates and every related service (together, the "Service").

1.3 These Terms include, by reference, the following documents. If they conflict, the order below decides, the first taking priority:

1. any written order form or plan-specific terms signed by both of us;
2. the Data Processing Addendum ("DPA");
3. these Terms;
4. the Subscription, Cancellation and Refund Policy;
5. the Acceptable Use Policy ("AUP");
6. the Mercayo Privacy Policy and Cookie Notice (which describe how we handle your own personal data);
7. help-centre pages and plan descriptions on mercayo.com.

1.4 You accept these Terms when you tick the box or click the button that says you agree, when you open a store, or when you first use the Service, whichever comes first. We record the version you accepted, and when. These Terms are an electronic record under the Information Technology Act, 2000 (sections 4 and 10A) and need no physical or digital signature.

1.5 If you accept for a business, you confirm you are authorised to bind that business, and "you" means that business.

2. What Mercayo is, and what it is not

2.1 A technology provider. Mercayo provides software and hosting that you use to run your own store. You decide what to sell, at what price, to whom, and on what terms.

2.2 You are the seller. Every sale on your store is a contract between you and your shopper. Mercayo is not a party to it. We do not buy, sell, own, hold, inspect, store, pack, ship or take title to any goods or services you offer.

2.3 Not a marketplace. Mercayo does not list your products alongside other merchants' products, does not bring shoppers to your store, and does not set or influence your prices. Each store is separate and appears under your own name.

2.4 We never hold your money. Shoppers pay you directly:

• online payments go into your own payment gateway account (Razorpay today), under your own contract with that gateway;
• cash on delivery is collected by your courier and remitted to you under your contract with the courier or shipping aggregator.

Mercayo does not receive, hold, pool, settle or forward money paid by shoppers. Mercayo is not a payment aggregator, payment gateway or payment system operator under the Payment and Settlement Systems Act, 2007.

2.5 Intermediary. To the extent Mercayo stores or transmits content that you or your shoppers provide, Mercayo acts as an intermediary under section 2(1)(w) of the Information Technology Act, 2000 and relies on section 79 of that Act. We follow the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 ("IT Rules 2021"), including by publishing these Terms, the AUP and our Privacy Policy, by acting on lawful orders, and by reminding you of these rules at least once a year.

3. Eligibility and your account

3.1 To use the Service you must:

• be at least 18 years old and competent to contract under section 11 of the Indian Contract Act, 1872;
• use the Service for business purposes;
• not be barred from receiving the Service under Indian law;
• give true, current and complete information, and keep it current.

3.2 Business in India. The Service is designed for businesses selling in India. Prices, taxes, couriers, payments and policy templates assume Indian law. If you are established outside India, tell us before you sign up; additional terms may apply.

3.3 Your login. Each person signs in with their own identity (email and/or mobile number, with a password or a one-time code). Keep your credentials secret, turn on two-step sign-in where offered, and tell us at once at security@mercayo.com if you think your account has been misused. You are responsible for everything done through your account and your staff accounts, except where it is caused by Mercayo's breach of these Terms.

3.4 Store owner and staff. Each store has one owner. The owner may invite staff and give them roles and permissions. You are responsible for the people you invite and for removing access when they leave. Only the owner may close the store, transfer ownership, or manage the Mercayo plan and billing.

3.5 Number of stores. You may open up to 3 stores yourself; more need our approval.

4. Verification (KYC)

4.1 We may ask you, at sign-up or later, to verify:

• your identity and that of the store owner (for example, PAN or another officially valid document);
• your business (for example, GSTIN, registration certificate, Udyam registration, or shop and establishment certificate);
• your contact details (by one-time code to your email and mobile);
• your right to sell regulated goods (for example, an FSSAI licence for food, a drug licence, or BIS registration for goods under a Quality Control Order).

4.2 We may run these checks ourselves or through a verification provider, and may keep the results for as long as the law requires.

4.3 Until verification is complete, we may limit what you can do: for example, keep your store behind its "coming soon" password page, limit the number of orders, or hold back features such as shared SMS or WhatsApp sending.

4.4 Your payment gateway and courier partners run their own KYC. Passing theirs does not replace ours, and passing ours does not replace theirs.

5. Your store and your responsibilities

5.1 You are responsible for your store, including:

• Products and listings: every product, price, description, image, claim and review reply you publish is accurate, lawful and not misleading. This includes the total price and its break-up, delivery charges, the COD charge or advance, the country of origin, and the seller and importer details the Consumer Protection (E-Commerce) Rules, 2020 require.
• Declarations on packaged goods under the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011 (as amended in 2017 for e-commerce): manufacturer, packer or importer details, generic name, net quantity, MRP, date of manufacture where required, consumer-care details, and country of origin.
• Licences and standards: every licence, registration, hallmark, certification or approval your goods need. For example: FSSAI for food, BIS hallmarking (HUID) for gold jewellery and artefacts, BIS standard marks for goods under a Quality Control Order, and the Drugs and Cosmetics Act, 1940 for cosmetics.
• Taxes: registering for GST when you must, choosing the correct registration type in the admin (regular, composition or unregistered), the correct HSN codes and rates, whether prices include GST, filing returns, and paying tax. Mercayo's invoices, bills of supply, credit notes and GSTR-1 exports are produced from the data you enter. They are a convenience, not tax advice. Check them before you file. Mercayo does not support e-invoicing (IRN) today. If your turnover requires it, you must raise e-invoices through the Invoice Registration Portal yourself.
• Consumer law: the Consumer Protection Act, 2019, the Consumer Protection (E-Commerce) Rules, 2020, the Guidelines for Prevention and Regulation of Dark Patterns, 2023, and the Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022. Your obligations include:
  • showing your legal name, address, and customer-care and grievance-officer contacts;
  • acknowledging complaints within 48 hours and resolving them within one month;
  • not refusing a refund for goods that are defective, deficient, spurious, not as described, or delivered late;
  • not charging cancellation fees you would not bear yourself.
• Your store's policies: terms of sale, privacy, shipping, returns, exchanges, refunds, cancellation and contact. Mercayo provides templates. They are a starting point, not legal advice, and you must review them, complete them and keep them accurate. Your store cannot launch without them.
• Data protection: you are the Data Fiduciary for your shoppers' personal data (see section 9 and the DPA).
• Messages to shoppers: you may send marketing only to people who agreed to receive it, and must honour every opt-out (see section 10 and the AUP).
• Customer service: answering your shoppers, handling exchanges, returns, refunds, chargebacks, failed deliveries and complaints.
• Your domain: if you connect your own domain, keeping its registration and DNS in order.

5.2 Prohibited goods and conduct. You must not sell, offer, advertise or promote anything the AUP prohibits, and you must follow the AUP's rules for restricted goods.

5.3 Settings you choose. Many features are switches you control, including:

• COD, the COD one-time code, partial COD and whether to keep the advance when a parcel is refused;
• exchanges, the exchange window, and whether an unboxing video is required;
• reviews and review requests;
• abandoned-bag reminders;
• invoice timing and numbering.

Each choice is yours, and so is the legal responsibility for it. Mercayo shows shoppers the rules you set before they order. Mercayo does not decide whether a particular exchange, refund, refusal or complaint is valid; you do.

5.4 Demo data. Templates may let you load demo products, images and pages so you can see how the store looks. Demo content is for reference only. It may include material we license from third parties that may not be sold or reused. Delete or replace it before you launch. You must never take orders for demo products.

5.5 Going live. Your store stays behind a password page until you launch it. Before launch, you need:

• an active plan;
• your store details (legal name, address, contact);
• your policies;
• at least one way for shoppers to pay.

We may also require a review before launch (see section 4.3).

6. Plans, billing and taxes

6.1 Plans. The features, limits (for example, products, staff, orders, message credits) and prices of each plan are shown on mercayo.com/pricing and in your admin. Some limits are enforced by settings that Mercayo controls for your store.

6.2 Trial. New stores may get a free trial of 14 days. Whether a payment method or e-mandate is needed to start the trial. At the end of the trial, your store stays behind its password page until you choose a paid plan. If a mandate was given: the first charge is made on the day the trial ends, after the pre-debit notice described in the Subscription Policy.

6.3 Billing and auto-renewal. Paid plans are billed in advance, monthly or yearly, through Razorpay Subscriptions (an e-mandate on your card, UPI AutoPay or another method Razorpay supports). Your plan renews automatically at the end of each billing period until you cancel. We send a pre-debit notice before each recurring charge, as the Reserve Bank of India's e-mandate framework requires. You can cancel at any time from your admin (section 13 and the Subscription Policy).

6.4 Usage charges. Some services are charged by use: for example, SMS, WhatsApp or email messages beyond your plan's included credits, or add-ons you buy. They are shown before you buy and are charged as stated.

6.5 Taxes. Prices are shown exclusive / inclusive of GST. GST (currently 18% on our services) and any other applicable tax is added as the law requires. We issue GST-compliant tax invoices for every charge. Enter your GSTIN in billing settings to receive a B2B invoice for input tax credit. You are responsible for any withholding tax you deduct, and for giving us the TDS certificate on time.

6.6 Price changes. We may change plan prices or what a plan includes. We will tell you at least 30 days before a price increase takes effect for you, and it applies from your next billing period after that notice. If you do not agree, you may cancel before it takes effect.

6.7 Failed payments. If a charge fails, we will retry and tell you. If it is still unpaid 7 days after the due date, we may suspend the store (section 12). Your data is kept while the store is suspended, as set out in section 14.

6.8 Refunds of Mercayo's fees are governed only by the Subscription, Cancellation and Refund Policy.

7. Third-party services

7.1 The Service works with services run by other companies, including:

7.2 Their terms apply too. When you connect or use a third-party service, you accept that provider's terms and privacy policy, and your contract for that service is with the provider. For services you connect with your own account (Razorpay for shopper payments, Shiprocket, Shipway, your own Cloudflare or WhatsApp number), the provider acts for you, not for Mercayo.

7.3 We do not control them. Mercayo is not responsible for a third-party service's availability, errors, fees, decisions or conduct. This includes:

• a gateway holding your settlements, or a chargeback;
• a courier losing a parcel, a weight dispute, or RTO charges;
• an SMS template rejected under DLT rules;
• a WhatsApp template or number blocked by Meta;
• an email bounced or marked as spam.

We will reasonably help you with problems that arise from our integration.

7.4 Credentials you give us. When you enter keys or passwords for a connected account (for example, your Razorpay key secret or your Shiprocket API user), we store them encrypted (AES-256-GCM, with a key kept outside the database) and use them only to perform the actions you ask for. They are never shown again on any screen. You may replace or remove them at any time. You authorise us to act through your connected accounts as you instruct through the Service: for example, creating payment orders and refunds, generating labels and scheduling pickups.

7.5 Shared senders. On day one, every store sends emails, SMS and (later) WhatsApp through Mercayo's shared senders, under Mercayo's sender IDs and approved templates, with your store's name in the message. Because one store's misuse can harm every store's delivery:

• messages on shared senders use only Mercayo's approved wording, which you cannot change;
• we may limit, pause or stop your use of a shared sender to protect the others;
• you must follow the AUP's messaging rules.

7.6 Changes by providers. If a provider changes or withdraws its service, we may change or withdraw the feature that depends on it. We will tell you as early as we reasonably can.

8. Support and access to your store by Mercayo staff

8.1 Why we may access your store. You authorise Mercayo's authorised staff to sign in to your store admin, and to view and (where needed) change your store's data and settings, only to:

1. give you support you have asked for, or fix a problem with your store;
2. investigate and stop a security incident, fraud, abuse, or a breach of these Terms or the AUP;
3. comply with the law, a court order, or a lawful request from a government authority;
4. maintain, test or improve the Service (in that case, with no more access than the task needs).

8.2 How it works.

• Access is through a support session opened from Mercayo's console, on a separate support address from Mercayo's own admin: a sign-in link that works once and only within 10 minutes, a session of at most 8 hours, and either view only or full. Only the Mercayo roles the owner allows may open a full session.
• Full support access excludes, by default:
  • your payment keys and payouts;
  • adding or removing staff;
  • bulk export of your customers;
  • the store owner's own powers (billing, transfer of ownership, closing the store).

Mercayo's owner may enable these for a session only where the support task requires it.

• Mercayo always keeps its own internal record of every support session: who opened it, for which store, why, what access was given, when it started and ended, and which of the options below were off. This record is never shown to stores. It is kept to protect you and us if a Mercayo account is ever misused.

8.3 What you see. By default:

• the store owner gets an email when a support session starts;
• a banner shows across your admin while it is open, with a button to end it;
• your Settings → Mercayo Support Access page lists each session: who, why, the access, the times, and each change made;
• changes made during a session are labelled "Mercayo support (name)" in your order and stock history.

The owner or an admin may end a session at any time.

8.4 Access without notice. Mercayo may open a support session in which some or all of the notices in 8.3 are switched off (no email, no banner, no entry in your history, or changes not labelled):

• (a) where you have asked us, in writing or through the Service, to work this way; or
• (b) in the cases in 8.1(2) and 8.1(3), where telling you could defeat the purpose (for example, a fraud investigation, or an order that forbids disclosure), or the law does not allow it.

Mercayo's internal record in 8.2 is kept in every case.

8.5 Our staff with access are bound by confidentiality, trained on these rules, and given only the access their role needs.

9. Data and privacy

9.1 Shoppers' data. For personal data about your shoppers, visitors and customers that is processed through your store, you are the Data Fiduciary under the Digital Personal Data Protection Act, 2023 ("DPDP Act"), and Mercayo is your Data Processor. The DPA governs this and forms part of these Terms.

9.2 Your own data. For personal data about you, your staff and your Mercayo account, Mercayo is the Data Fiduciary. Our Privacy Policy explains how we handle it.

9.3 Your store data is yours. You own your store data: products, orders, customers, content and settings. We use it only:

• to provide, secure and support the Service;
• as you instruct;
• as the DPA allows;
• as the law requires.

We do not sell it. We do not use your shoppers' data to market to them, or to benefit any other merchant.

9.4 Aggregated statistics. We may create statistics from data across stores that identify no person and no store (for example, total order volume on Mercayo, or page-speed figures), and may use them to run and improve the Service.

9.5 Your privacy notice to shoppers. You must give your shoppers a privacy notice that meets the DPDP Act (section 5) and, until that section is in force, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 ("SPDI Rules"), and that names Mercayo as your processor. Our template is a starting point.

10. Messages, consent and spam

10.1 You may use Mercayo's messaging features to send:

• transactional and service messages your shoppers need, such as order confirmations, one-time codes, shipping updates and exchange steps; and
• promotional messages (for example, abandoned-bag reminders with a discount, or offers), but only to people who gave valid, specific consent to receive them from your store, and who have not withdrawn it.

10.2 You must follow:

• the Telecom Regulatory Authority of India's Telecom Commercial Communications Customer Preference Regulations, 2018 (TCCCPR) and its DLT system;
• Meta's WhatsApp Business policies;
• the DPDP Act's consent rules.

Every promotional message carries an opt-out, which Mercayo honours automatically for your store.

11. Intellectual property

11.1 Ours. Mercayo and its licensors own the Service, including its software, admin, storefront code, themes, templates, blocks, default texts, policy templates, designs, documentation and the Mercayo name and logo. These Terms give you no ownership of them.

11.2 Your licence. While your account is in good standing, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service, and the themes and templates you choose, to run your stores. You may customise themes in the admin. You may not:

• copy, resell or redistribute themes or templates outside Mercayo;
• reverse-engineer the Service, except as the law allows despite this restriction;
• remove proprietary notices;
• use the Service to build a competing product.

11.3 Yours. You keep all rights in your content: your products, images, text, logos, trademarks and pages. You grant Mercayo a worldwide, non-exclusive, royalty-free licence to host, copy, store, process, adapt (for example, resize images or translate system texts around them), transmit and display your content, only as needed to run and secure the Service for you, and for as long as it does. We will not use your store or content in our marketing without your permission.

11.4 Your warranty. You confirm you have every right needed to use and publish your content, and that it does not infringe anyone's copyright, trademark, design, patent, personality or other rights.

11.5 Infringement notices. If someone tells us content on your store infringes their rights, we may act under the Copyright Act, 1957, the Copyright Rules, 2013 (rule 75), the Trade Marks Act, 1999 and the IT Rules 2021. This may include disabling access to that content, and telling you so you can respond.

11.6 Feedback. If you send ideas or suggestions, we may use them freely and without payment.

11.7 "Powered by Mercayo." Storefronts may show a "Powered by Mercayo" mark. Whether and on which plans the merchant may remove it.

12. Suspension

12.1 We may suspend all or part of the Service for your store, or for a user, immediately and without prior notice where reasonably necessary:

• if you breach these Terms or the AUP, or we reasonably suspect you do;
• if your store is used for fraud, phishing, illegal goods or harm to shoppers;
• to comply with the law, a court order or a lawful government direction (for example, under section 69A or 79(3)(b) of the IT Act, or rule 3(1)(d) of the IT Rules 2021);
• if a payment to Mercayo stays unpaid after the grace period (section 6.7);
• to stop a security threat to the Service or other merchants;
• if a provider requires it (for example, Meta or a DLT operator suspending a template because of your messages).

12.2 Where possible we will tell you why, what to do, and by when, and restore the Service promptly once the cause is fixed.

12.3 A suspended store shows shoppers a "temporarily closed" page and takes no new orders. Your admin stays available read-only, so you can see and export your data, unless that would defeat the purpose of the suspension.

12.4 Mercayo may also enforce limits on specific features of your store (for example, switching off COD, capping the COD amount, or requiring the COD one-time code) where reasonably needed to prevent fraud, abuse or harm. The admin shows any such setting as "Set by Mercayo" with a reason.

13. Termination

13.1 By you. You may close a store or your account at any time from the admin. Closing ends your plan at the end of the billing period already paid. Refunds follow the Subscription Policy.

13.2 By us. We may terminate these Terms for a store or your account:

• on 30 days' notice for any reason;
• immediately, by notice, if you materially breach these Terms or the AUP and the breach cannot be cured, or is not cured within 7 days of our notice;
• immediately if the law requires it;
• after 90 days of continuous suspension for non-payment.

13.3 If we terminate on notice for no fault of yours, we refund the unused part of any prepaid fees, pro rata.

13.4 Clauses that by their nature should survive termination do so, including: 9, 11, 14, 15–19 and 21.

14. Your data when you leave

14.1 Export. At any time, and for 30 days after your store closes, you can export your:

• products, collections and pages;
• orders, customers, invoices and credit notes;
• the GSTR-1 files for any period.

These come as CSV, PDF and ZIP files from the admin. Some exports are rate-limited.

14.2 Deletion. After the export period ends, we permanently delete your store and its data from our live systems within 30 days. Copies in backups are overwritten in the normal backup cycle, within 30 days. Until then they are kept secure and not used.

14.3 What we keep. We keep only what the law requires or what we need to protect legal rights:

• our own billing records and invoices to you, for as long as the CGST Act, 2017 (sections 35 and 36) and the Income-tax law require;
• Mercayo's internal audit records (for example, of setting overrides and support sessions);
• security logs, for the periods the CERT-In Directions and the DPDP Rules require;
• anything we must keep under a legal hold or for a dispute.

14.4 Your records. You must keep your own tax and accounting records, including the invoices your store issued, for the periods the law requires of you. Export them before your store is deleted. Once deleted, we cannot recover them.

14.5 Suspension for non-payment does not start the deletion clock until the store is actually closed under 13.2.

15. Availability and changes to the Service

15.1 We work to keep the Service available, fast and secure, and we schedule maintenance for quiet hours where we can.

15.2 No service level unless your plan says so. Unless your plan or an order form states a service level (uptime commitment and service credits), the Service is provided without a guaranteed uptime. Where a service level applies, the credits it states are your sole remedy for missing it.

15.3 We may add, change or remove features. If we remove a feature that is material to your plan, we will give you at least 30 days' notice, and you may cancel and receive a pro-rata refund of prepaid fees for the rest of the period.

15.4 Machine translation. Translations of Mercayo's system texts into other languages are made by machine (Bhashini) and may contain errors. You can review and change most of them for your store. You are responsible for the wording your shoppers see, and should have legal texts translated and checked by a person. If a translation differs from the English text, the English text prevails to the extent the law allows.

15.5 Texts you cannot change. Some texts are fixed by Mercayo because the law or a provider requires exact wording:

• SMS and WhatsApp templates;
• security and one-time-code warnings;
• tax and invoice wording;
• statements of what the shopper pays now and on delivery;
• consent and opt-out lines.

They are marked "Set by Mercayo" in your admin.

16. Disclaimers

16.1 Apart from what these Terms expressly promise, the Service is provided "as is" and "as available". To the extent the law allows, we disclaim all implied warranties and conditions, including merchantability, fitness for a particular purpose and non-infringement.

16.2 We do not promise that the Service will be uninterrupted or error-free, or that it will produce any amount of sales.

16.3 Templates, policy texts, tax calculations, GST documents, analytics and recommendations are tools. They are not legal, tax, accounting or financial advice. Get your own advice.

17. Limitation of liability

17.1 Neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, goodwill or data (except as 17.3 says), however caused.

17.2 Each party's total liability to the other arising out of or in connection with these Terms in any 12-month period is limited to the greater of:

• (a) the fees you paid Mercayo in the 12 months before the event giving rise to the claim; and
• (b) ₹ AMOUNT.

17.3 The limits in 17.1 and 17.2 do not apply to:

• (a) your obligation to pay fees;
• (b) your indemnity in section 18;
• (c) liability for fraud, or for wilful misconduct;
• (d) liability that cannot be limited by law;
• (e) for a personal data breach caused by Mercayo's breach of the DPA: a separate cap of [AMOUNT or MULTIPLE OF FEES].

18. Indemnity

18.1 You will indemnify and defend Mercayo, its owners, staff and contractors against any claim, penalty, fine, loss or reasonable cost (including reasonable legal fees) arising from:

• your goods, services, listings or content;
• your sales and your dealings with your shoppers, including consumer complaints, refunds, refusals and chargebacks;
• your breach of these Terms, the AUP or the DPA, or of any law (including tax, consumer, data protection and telecom law);
• your messages to shoppers;
• any claim that your content infringes someone's rights.

18.2 Mercayo will indemnify you against any third-party claim that the Service (excluding your content, third-party services and anything you modified) infringes that third party's intellectual property rights in India. If such a claim is made, we may:

• obtain a licence for you;
• change the Service so it no longer infringes; or
• end the affected part and refund prepaid fees for it.

18.3 The party seeking indemnity must tell the other promptly, let it control the defence, and cooperate reasonably.

19. Confidentiality

Each party will keep the other's non-public information confidential, use it only for these Terms, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed by it. Either party may disclose confidential information when the law, a court or a regulator requires it, giving notice where allowed.

20. Changes to these Terms

20.1 We may change these Terms, for example for new features, legal requirements or security. We will tell you about material changes by email and in your admin at least 30 days before they take effect, unless the change is required by law sooner or is only in your favour.

20.2 If you do not agree, you may close your account before the change takes effect, and receive a pro-rata refund of prepaid fees for the rest of the period. If you continue to use the Service after that date, you accept the change, and we record which version you accepted.

20.3 We will remind you of these Terms, our Privacy Policy and the AUP at least once a year, as rule 3(1)(c) of the IT Rules 2021 requires.

21. Governing law and disputes

21.1 These Terms are governed by the laws of India.

21.2 Talk first. If a dispute arises, either party may send a written notice describing it. Senior representatives will try in good faith to settle it within 30 days.

21.3 Arbitration. A dispute not settled within that time will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996:

• administered by ARBITRATION INSTITUTION, e.g. the Mumbai Centre for International Arbitration / India International Arbitration Centre / Delhi International Arbitration Centre under its rules then in force;
• before a sole arbitrator appointed under those rules (or, failing that, under section 11 of the Act), who must be independent and impartial as section 12 and the Fifth and Seventh Schedules of the Act require;
• seated in Ahmedabad, in English;
• with any award final and binding.

21.4 Courts. Subject to 21.3, the courts at Ahmedabad have exclusive jurisdiction. Either party may ask those courts for urgent interim relief, including under section 9 of the Arbitration and Conciliation Act, 1996.

22. Notices

22.1 To you: we send notices to the email address of your account's owner, or show them in your admin. An email notice is received when sent, unless we receive a bounce.

22.2 To us: send legal notices to legal@mercayo.com with a copy by post or courier to 8th Floor, 803, North Plaza, Visat-Gandhinagar Highway, Motera, Ahmedabad 380005, Gujarat, India. Send support requests through the admin or to support@mercayo.com.

22.3 Grievance Officer (IT Rules 2021, rule 3(2)), for complaints about the Service or content on it: GRIEVANCE OFFICER NAME, DESIGNATION, Wahenam International, ADDRESS, email grievance@mercayo.com, phone GRIEVANCE PHONE, HOURS. We acknowledge complaints within 24 hours and resolve them within 15 days, or sooner where the rules require. If you are not satisfied, you may appeal to the Grievance Appellate Committee under rule 3A of the IT Rules 2021, within 30 days.

23. General

23.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as:

• natural disasters, epidemics, war, riots or government action;
• failure of the internet, power or a third-party provider;
• large-scale cyber-attacks despite reasonable safeguards.

This does not excuse your payment obligations.

23.2 Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate, or to a successor to the Mercayo business, with notice to you.

23.3 Independent parties. Nothing in these Terms creates a partnership, agency, joint venture or employment. Mercayo does not act as your agent in any sale.

23.4 Entire agreement. These Terms (with the documents in 1.3) are the whole agreement on their subject and replace any earlier understanding.

23.5 Severability and waiver. If a clause is held invalid, the rest stays in force and the clause is read as closely as the law allows to its intent. Not enforcing a right is not a waiver of it.

23.6 Language. These Terms are written in English. If we provide a translation, the English text prevails.

23.7 Stamp duty. Any stamp duty payable on these Terms in your State is payable by you / Mercayo / each party for its own copy.