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MERCHANT TERMS OF USE
Last Updated : 4 August 2026
To avail the Services, Merchant must enter into a Merchant Service Agreement ("Merchant Agreement") with Shopflo Technologies Private Limited ("Shopflo"). These Merchant Terms of Use along with the Merchant Agreement (collectively "Agreement") shall be binding on Shopflo and Merchant from the date of signing up on Shopflo's Platform by the Merchant. The Agreement shall be read in conjunction with Shopflo's General Terms of Use and Privacy Policy, each as amended from time to time. Where the Parties have expressly agreed to specific terms under the Merchant Services Agreement that differ from these Merchant's Terms of Use, the Merchant Services Agreement shall prevail solely with respect to, and only to the extent of, such agreed terms. In the event of any conflict or inconsistency between these Merchant's Terms of Use and the General Terms of Use, these Merchant's Terms of Use shall prevail. Merchant must provide all the documents to Shopflo (in accordance with details shared by Shopflo). Shopflo shall have no obligations towards the Merchant in terms of the Services unless the Merchant has completed the documentation requirements. Please note that Shopflo reserves the right to update/amend these Merchant's Terms of Use or any other policy included by reference at any time without notice to the Merchant, therefore, Merchant may periodically review this page/link to make sure they have the latest version of the Terms. The Merchant's continued use of the Services following the update constitutes acceptance of the changes.
1. DEFINITIONS
The following capitalised terms shall have the meanings ascribed to them below:
1.1. "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.
1.2. "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.
1.3. "Data" means all electronic data, content, or materials submitted to or processed through the Platform, including Merchant Data and Customer Personal Data.
1.4. "Data Protection Laws" shall mean all applicable laws in India governing personal data, including but not limited to the Information Technology Act, 2000, the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011, the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025 ("DPDP Framework"), and directions and guidelines issued by the CERT-In, as issued from time to time.
1.5. "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.
1.6. "Fees" means the charges payable by the Merchant to Shopflo for access to and use of the Services, as set out in the applicable invoices or as agreed in writing between the parties.
1.7. "GMV" means the gross merchandise value of goods sold via the Platform, net of discounts but inclusive of all applicable taxes.
1.8. "Merchant" means the business entity or individual that has registered for an account with Shopflo and uses the Services to facilitate Transactions.
1.9. "Merchant Data" means data, content, and materials uploaded or submitted by the Merchant to the Platform in connection with its use of the Services.
1.10. "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.
1.11. "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 or the Agreement.
1.12. "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.
1.13. "Transaction" means any purchase, sale, order, or payment initiated by a Customer through the Platform in connection with the Merchant's products or services.
1.14. "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.
2. SCOPE OF SERVICE
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:
- checkout flow management and optimisation
- transaction facilitation, payment orchestration, and payment-related integrations via Third-Party Services
- customer identity, authentication, loyalty, rewards, coupon, and promotional management features
- customer communication and engagement tools, including notifications, messaging, and workflow automation
- integrations with, and facilitation of interactions or communications with, third-party platforms, service providers, and partners as authorised by the Merchant
- analytics, reporting, and operational insights tools
- fraud prevention, risk management, and operational support features
- related software, APIs, dashboards, documentation, implementation assistance, support services, and other features or functionalities made available by Shopflo from time to time.
2.2. The Merchant herein agrees that the Merchant remains solely responsible for its products, services, pricing, fulfilment, and its contractual and legal relationship with its Customers and 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.
2.3. The Merchant herein agrees that 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. 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.
2.4. Shopflo may make Updates from time to time and will use reasonable efforts to provide advance notice of material changes to the Merchant. Where an Update constitutes a material change that alters the fundamental nature of the Services, and the Merchant does not wish to continue, the Merchant may terminate this Agreement in accordance with Clause 11.
3. MERCHANT ACCOUNT
3.1. 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.
4. FEES AND PAYMENT
4.1. In consideration for access to the Services, the Merchant agrees to pay Shopflo the Fees set out in the applicable invoices or as otherwise agreed in writing. Unless otherwise specified, Fees are calculated as a percentage of GMV processed through the Platform and as per Shopflo Payment Terms which may be updated from time to time.
5. INTELLECTUAL PROPERTY
5.1. 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.
5.2. The Merchant represents that they own all rights in their name, logo and/or trademark and hereby authorize Shopflo to use the same in any promotional, marketing and/or publicity activities/material in any published, broadcast or electronic forum, and in any medium of advertising, publicity or trade.
5.3. The Merchant herein agrees that Shopflo name, logo, and associated marks may not be used by the Merchant without prior written consent from Shopflo.
6. ACCEPTABLE USE AND PLATFORM RESTRICTIONS
6.1. The Merchant may use the Platform and Services only for lawful purposes and in accordance with these Terms. Merchant agrees not to use Shopflo Services for any of the following prohibited activities:
- For content, goods or services that promote, cause or further hate/violence/racism/religious extremism/homophobia/offend the sensibilities of a community;
- Drugs, or other unlawful or contraband items;
- Infringe any duly registered copyrights/trademarks or other violation of intellectual property rights;
- Involve the sale of products or services prohibited by the appropriate government;
- Result in or involve the offering or receiving payments for the purpose of bribery or corruption or other predatory or unlawful financial schemes;
- Pornography and other obscene materials;
- Sale of dangerous or hazardous goods, including weapons and ammunition;
- Stolen goods;
- Anything that violate any laws, rules or regulations.
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.
7. DATA PROTECTION AND PRIVACY
7.1. In connection with the Services, the Merchant acts as the data fiduciary in respect of Customer Personal Data collected and processed through the Platform, and Shopflo acts as a data processor processing the data on Merchant's behalf. For any processing activities undertaken by Shopflo outside the scope of Services under this Agreement, Shopflo shall act as an independent Data Fiduciary (or Joint Data Fiduciary, where applicable) and shall be solely responsible for complying with its obligations under applicable data protection laws.
7.2. The Merchant herein agrees that Shopflo shall:
- process Customer Personal Data in accordance the Merchant's instructions and as necessary to provide the Services;
- implement and maintain appropriate technical and organisational security measures to protect Customer Personal Data against unauthorised access, disclosure, loss, or destruction;
- disclose Customer Personal Data to third parties only as necessary to provide the Services (including authorised sub-processors / Third-Party Service providers) and as per Shopflo Privacy Policy or as required by applicable law;
- notify the Merchant of any confirmed personal data breach affecting Customer Personal Data, or suspected incidents where Shopflo reasonably determines notification is required; and
- Return Customer Personal Data upon termination of this Agreement, subject to clause 7.6 and applicable law.
7.3. The Merchant herein:
- shall comply with all applicable data protection and privacy laws in connection with its use of the Services; and
- shall promptly notify Shopflo where any Customer exercises rights under applicable law that may affect Shopflo's ability to process Customer Personal Data.
7.4. The Merchant herein agrees that it retains ownership of all Merchant Data. Shopflo may use Merchant Data only as necessary to provide, maintain, secure, support, improve, and comply with legal obligations relating to the Services.
7.5. The Merchant acknowledges that Shopflo may engage sub-processors (including Third-Party Service providers) to assist in delivering the Services. Shopflo shall ensure that such sub-processors are subject to appropriate contractual obligations in relation to Customer Personal Data.
7.6. The Merchant acknowledges that Shopflo maintains a Privacy Policy applicable to end-users and visitors to Shopflo's website, and the collection, use, processing, storage, transfer, and disclosure of Personal Data by Shopflo shall be governed by such Privacy Policy, as amended from time to time.
8. CONFIDENTIALITY
8.1. Each party agrees to:
- keep the other party's Confidential Information strictly confidential
- use the other party's Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement
- not disclose the other party's Confidential Information to any third party without prior written consent, except to employees, contractors, affiliates, service providers or advisors who have a legitimate need to know and are bound by obligations of confidentiality no less stringent than those in this Agreement.
8.2. Where the Merchant receives any Confidential Information from Shopflo, including customer, technical, operational, or business information, the Merchant shall implement appropriate safeguards to protect such information against unauthorised access, disclosure, misuse, or loss.
8.3. If the Merchant becomes aware of any unauthorised access to, disclosure of, or compromise affecting Shopflo's Confidential Information, the Merchant shall promptly notify Shopflo and reasonably cooperate in mitigation and remediation efforts.
8.4. The obligations in this clause shall not apply to information that:
- is or becomes publicly available other than through breach of this Agreement
- was already known to the receiving party prior to the disclosure
- is independently developed by the receiving party without reference to the Confidential Information
- 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.
8.5. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.
9. THIRD-PARTY SERVICES
9.1. 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.
9.2. 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.
9.3. The Merchant herein agrees that 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.
10. MERCHANT OBLIGATIONS
10.1. 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. 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. 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.
11. SUSPENSION AND TERMINATION
11.1. Termination by Shopflo for Cause: Shopflo may terminate this Agreement with immediate effect upon written notice to the Merchant if:
- 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
- the Merchant becomes insolvent, enters into administration, or is subject to any analogous insolvency proceedings
- 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 30 (Thirty) day's prior written notice.
11.3. 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 i.e. expiration of such notice period.
11.4. Upon termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately cease
- any outstanding Fees shall become immediately due and payable
- 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 7.6
- each party shall return or destroy the other party's Confidential Information.
11.5. Suspension: Without prejudice to its right of termination, Shopflo may suspend the Merchant's access to the Services with immediate effect if:
- Shopflo reasonably suspects a material breach of these Terms
- Shopflo is required to do so by a regulatory authority or payment provider
- non-payment of invoices.
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.
12. WARRANTIES AND DISCLAIMER
12.1. 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.
13. INDEMNIFICATION
13.1. Parties agree to indemnify, defend and hold harmless each other and each other's affiliates, directors, officers, representatives, employees and agents (collectively, the "Indemnified Persons"), from and against any and all claims, actions, suits, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including without limitation reasonable attorneys' fees and reasonable disbursements at actual) (collectively, "Loss") asserted against or incurred by the Indemnified Persons, to the extent directly suffered (excluding consequential or special losses), as a result of, arising from, or in connection with or relating to any breach or inaccuracy of any representation, warranty, covenant or agreement made or failure to perform (whether in whole or part) any obligation required to be performed by them under this Agreement or non-observance / non-compliance of any applicable laws, rules and regulations.
14. LIMITATION OF LIABILITY
14.1. 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.
15. SUPPORT
15.1. 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.
15.2. Support channels and response times shall be as set out in any applicable Invoice or service level documentation.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1. The Parties shall, in good faith, attempt to resolve any dispute arising out of or in relation to this Agreement through negotiation between the senior management of the parties having the authority to settle the same.
16.2. If no settlement is reached within thirty (30) days from the date on which one Party receives a written notice of dispute from the other Party, the dispute shall be referred to online institutional arbitration administered by the Delhi International Arbitration Centre (DIAC) in accordance with the DIAC Arbitration Rules and DIAC Online Arbitration Rules, as amended from time to time. To the extent the DIAC Rules are silent, the provisions of the Arbitration and Conciliation Act, 1996 (including its amendments, modifications, and re-enactments) shall apply.
16.3. The arbitration shall be conducted by a sole arbitrator appointed in accordance with the DIAC Rules. The seat and venue of arbitration shall be New Delhi, and all hearings shall be conducted online/virtually, unless the Parties mutually agree otherwise. The language of the proceedings shall be English. The arbitral award shall be final and binding on the Parties and shall constitute the sole and exclusive remedy regarding any claims, counterclaims, or issues submitted to arbitration. This Agreement shall be governed by and construed in accordance with the laws of India.
16.4. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Delhi, India.
17. MISCELLANEOUS
17.1. Severability: If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.
17.2. No Waiver: Failure by either party to enforce any provision of this agreement shall not constitute a waiver of that party's right to enforce such provision in the future.
17.3. 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.
17.4. Force Majeure: If either Party's performance of any part of this Agreement, except for the payment of money owed when due under this Agreement, is prevented or delayed by a Force Majeure Event, that Party will be excused from such performance to the extent it is necessarily prevented or delayed thereby. "Force Majeure Event" means an event beyond a Party's reasonable control, including without limitation, fire, flood, war or riot, acts of civil or military authority (including governmental priorities), epidemics, pandemics, lockdown by authorities, severe weather, strikes or labor disputes.
17.5. 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 LimitedPlot 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
