Horeka Seller Agreement

Agreement: Horeka Seller Agreement
Parties: Horekaa Technocon Private Limited and the Seller
Version: 1.0  |  Effective: 7 August 2026

This Agreement governs your use of the Horeka platform to offer and sell goods. By registering as a seller, listing any product, or accepting any order through Horeka, you accept these terms.

It incorporates by reference the Seller Onboarding, KYC & Verification Policy, the Prohibited & Restricted Products Policy, the Seller Performance, Suspension & Appeals Policy, the Seller Data Protection Addendum, the Reviews & User Content Policy and the IP & Notice-and-Takedown Policy. Together these form the Seller Terms.

1. Definitions

2. Relationship of the parties — this is the critical clause

2.1 Horeka operates the Platform as an e-commerce marketplace entity under the Consumer Protection (E-Commerce) Rules, 2020 and as an intermediary under the Information Technology Act, 2000.

2.2 You are the seller of record. The contract for the sale of goods is formed directly between you and the Customer. Horeka is not a party to it, does not take title to your goods, and does not sell them.

2.3 You are solely responsible for the goods — their sourcing, lawful title, quality, safety, description, packaging, statutory compliance, warranty and after-sales obligations.

2.4 You issue the tax invoice to the Customer in your own name, bearing your own GSTIN, in the form required by the CGST Act, 2017. You must transmit it to Horeka for delivery to the Customer within 24 hours of dispatch.

2.5 Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship. You are an independent business.

2.6 Horeka appoints no exclusivity, and grants no territory. You may sell through any other channel.

3. Registration and verification

3.1 You must supply and keep current: PAN; GSTIN (or a valid declaration of exemption); certificate of incorporation, partnership deed or proprietorship proof; the identity and address proof of authorised signatories; bank account details; the principal place of business; and every licence required for the categories you list.

3.2 You warrant that all information supplied is true and complete, and you will notify Horeka within 7 days of any material change.

3.3 Horeka may verify, re-verify or suspend an account pending verification at any time. The Verified Seller designation is granted only on the criteria in the Verification Policy and may be withdrawn.

4. Listings

4.1 You are responsible for the accuracy of every listing — title, description, images, price, MRP, net quantity, country of origin, certifications and stock status.

4.2 You must list only goods you are lawfully entitled to sell, that you have in stock or can source within your stated dispatch time, and that comply with the Prohibited & Restricted Products Policy.

4.3 You must furnish, within 48 hours of request, evidence of any certification claimed — BIS, ISI, FSSAI, CIB&RC, food-grade, or authorised-distributor status.

4.4 You grant Horeka a non-exclusive, worldwide, royalty-free, sublicensable licence to host, reproduce, adapt, translate and display your listing content and marks for the purposes of operating, marketing and promoting the Platform, including in advertising and on third-party channels such as Google Shopping. This licence survives termination in respect of content already published, for a period of 12 months.

4.5 Horeka may edit listing content for formatting, categorisation, search quality and legal compliance, without altering its substance.

5. Pricing

5.1 You set your own prices. Horeka does not set, fix or dictate your retail price.

5.2 Prices must be inclusive of GST and must not exceed the declared MRP.

5.3 You must not engage in price gouging on essential goods during any emergency or period of scarcity.

5.4 Where you participate in a Horeka-funded promotion, the discount is borne by Horeka. Where you participate in a seller-funded promotion, the discount is borne by you and is deducted at settlement. Participation in seller-funded promotions is voluntary and requires your prior opt-in.

5.5 Where a manifest pricing error occurs, either party may cancel the affected orders with full refund to the Customer.

6. Orders and fulfilment

6.1 You must accept or reject an order within the acceptance window shown in your dashboard. Failure to act is treated as a rejection and counts toward your cancellation rate.

6.2 You must dispatch accepted orders within your stated dispatch time, packed to protect the goods in transit, with the tax invoice enclosed.

6.3 Horeka Quick. Where you participate in Horeka Quick, you delegate last-mile fulfilment to Horeka and its logistics partners. You remain the seller of record. You must maintain accurate live stock status; listing an item as in stock when it is not is a material breach.

6.4 You must maintain the service pin codes declared on your account and update them promptly when your coverage changes.

7. Returns, replacements and refunds

7.1 You must publish your own returns and replacement policy, which is displayed to Customers before purchase.

7.2 Minimum standard. Whatever your published policy says, you must remedy at your own cost — by replacement or full refund, at the Customer’s election — any order that is delivered damaged, is the wrong product, is materially not as described, is incomplete, is counterfeit, or is unsafe or lacks a mandatory certification. You cannot contract out of this.

7.3 For Horeka Quick orders you must honour a free replacement for manufacturing defects reported within 7 days of delivery, and replacement or refund for damage, wrong or missing items reported within 48 hours.

7.4 Where a Customer claim is valid and you fail to remedy it within the timelines in the Performance Policy, Horeka may remedy it directly and recover the cost from your settlement.

7.5 Reverse logistics cost is borne by you where the return arises from a defect, damage, error or non-compliance attributable to you or the goods; and by the Customer or Horeka in accordance with the published policy in all other cases.

8. Fees and settlement

Horeka does not charge commission on your sales. We do not take a percentage of what you sell. Our charges are a flat storefront subscription and, where you opt into Horeka Quick, a per-item delivery management fee. Both are set out in Schedule A.

8.1 Storefront Subscription Fee

You pay a recurring Subscription Fee for your storefront on the Platform, at the rate and on the plan you select in Schedule A. The Fee is payable in advance for the plan period and is not contingent on your sales volume.

The Subscription Fee is non-refundable for any part-period already commenced, except where Horeka terminates this Agreement for convenience under clause 15.1, in which case the unused portion is refunded pro rata.

8.2 Delivery Management Fee

Where you route an order through Horeka Quick, a per-item Delivery Management Fee applies at the rate in Schedule A. It covers dispatch coordination, rider allocation and last-mile tracking. It is charged only on items actually dispatched — cancelled and undelivered items attract no fee.

No Delivery Management Fee applies to orders you fulfil yourself through Horeka Discover.

8.3 Other charges

No charge is levied that is not disclosed in Schedule A or agreed by you in writing.

8.4 Settlement cycle

Horeka collects Customer payments through RBI-authorised payment aggregators. Settlement is made to your registered bank account on a T+3 working day basis, being the Order Value less any Delivery Management Fee, other charges under clause 8.3, applicable statutory deductions and any amount withheld under clause 8.6.

The settlement clock starts on delivery confirmation (“T”), not on order placement. Orders in an open dispute settle on resolution of that dispute.

Working days. “Working day” means a day on which banks are open for business in New Delhi. No settlement is processed on Sundays, gazetted bank holidays, or any day on which the RBI settlement system is closed. Where a settlement date falls on such a day, it moves to the next working day. Settlements falling around extended holiday periods may therefore take longer in calendar terms, and this is not a delay for the purposes of clause 8.7.

Aggregator timelines. The final leg of settlement is executed by our payment aggregator (currently Razorpay, Cashfree or PhonePe). Where an aggregator’s own settlement cycle, cut-off time or risk hold is longer than T+3, that timeline governs, and Horeka will tell you the reason and the revised date. Horeka does not hold your funds beyond what is necessary to complete settlement.

A full settlement statement itemising every deduction is available in your dashboard for each cycle.

8.5 Taxes

You remain responsible for all tax on your own sales — charging the correct GST, issuing a compliant tax invoice under clause 2.4, filing your returns, and discharging your own income-tax obligations. Horeka does not do this for you.

Fees charged by Horeka to you are exclusive of GST, which is charged additionally where applicable.

Where Horeka becomes obliged to collect tax at source under Section 52 of the CGST Act, 2017, or to deduct tax at source under Section 194-O of the Income-tax Act, 1961, in respect of supplies made by you through the Platform, Horeka will do so at the rates then in force, deposit it with the appropriate authority, and furnish you the corresponding statement or certificate so that you may claim credit. Any such deduction will be itemised on your settlement statement, and Horeka will give you not less than 15 days’ written notice before the first such deduction is applied.

Each party will provide the other with such tax registration details, declarations and documents as are reasonably required for the other to meet its own compliance obligations.

8.6 Withholding and set-off

Horeka may withhold settlement, in a reasonable amount and for a reasonable period, where: an order is in dispute; a Customer refund or chargeback is pending or anticipated; a claim under clause 11 has been made; a regulatory or law-enforcement direction requires it; or your account is under investigation for a material breach.

We will notify you in writing of any withholding, the amount, the reason and the expected release date. Horeka may set off amounts you owe under this Agreement against sums payable to you.

8.7 Disputing a settlement

Raise any settlement discrepancy within 30 days of the statement date at [email protected] with the subject line SELLER — settlement query. We will investigate and respond within 15 working days. Statements not disputed within 30 days are treated as accepted.

9. Your obligations and conduct

You must not:

• List prohibited or restricted goods, or goods lacking mandatory certification;
• Sell counterfeit, replica, smuggled or stolen goods;
• Manipulate reviews or ratings, or incentivise reviews in any form;
• Divert Customers off-platform, or include material in packaging soliciting direct off-platform trade;
• Use Customer personal data for any purpose other than fulfilling that order, or market to Customers without independent lawful consent;
• Misrepresent stock, dispatch time, certification, brand authorisation or product specification;
• Operate multiple accounts to evade a suspension or performance penalty;
• Interfere with, probe or attempt to gain unauthorised access to the Platform;
• Infringe any third party’s intellectual property.

10. Performance standards

You must meet the standards in the Seller Performance Policy, including order acceptance rate, on-time dispatch, cancellation rate, defect rate, return rate and complaint resolution time. Persistent failure may result in listing restriction, suspension or termination, always with written reasons and a right of appeal.

11. Warranties and indemnity

11.1 You warrant that: you have full legal capacity and authority to enter this Agreement; you hold good title to the goods and every licence required to sell them; the goods comply with all applicable law and mandatory standards; your listings are accurate and not misleading; and you will comply with all applicable law including tax, consumer protection, legal metrology and data protection law.

11.2 Indemnity. You indemnify and hold harmless Horeka, its officers, employees and agents against all claims, demands, proceedings, losses, damages, fines, penalties, costs and reasonable legal fees arising from: your breach of this Agreement; any defect in or harm caused by your goods; any claim that your goods or listings infringe a third party’s rights; any misrepresentation in a listing; any failure to comply with tax or regulatory obligations; and any misuse of Customer personal data by you.

11.3 This indemnity survives termination.

12. Limitation of Horeka’s liability

12.1 The Platform is provided on an “as is” and “as available” basis. Horeka does not warrant uninterrupted or error-free operation, or any minimum volume of orders, traffic, ranking or revenue.

12.2 Horeka is not liable to you for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.

12.3 Horeka’s aggregate liability to you in any 12-month period is limited to the total Fees actually received by Horeka from you in the preceding 6 months.

12.4 Nothing limits liability that cannot lawfully be limited, including for fraud or wilful misconduct.

13. Confidentiality

Each party will keep confidential the other’s non-public commercial information, including Platform data, pricing structures, Customer data and technical information, and use it only for the purposes of this Agreement. This obligation survives termination by 3 years. It does not apply to information that is public through no breach, independently developed, or required to be disclosed by law.

14. Data protection

Where you process personal data of Customers received through the Platform, you do so as a Data Processor on Horeka’s instructions and strictly on the terms of the Seller Data Protection Addendum, which forms part of this Agreement and is binding on you.

15. Suspension and termination

15.1 Either party may terminate for convenience on 30 days’ written notice.

15.2 Horeka may suspend or terminate immediately, with written reasons, where you: list prohibited goods or goods posing a safety risk; sell counterfeits; commit fraud; materially breach and fail to cure within 15 days of notice; become insolvent; or where a competent authority so directs.

15.3 Before any suspension or delisting other than for safety or fraud, Horeka will give you written reasons and a reasonable opportunity to respond, in accordance with Rule 5(4) of the Consumer Protection (E-Commerce) Rules, 2020. You have a right of appeal under the Performance Policy.

15.4 On termination you must fulfil all accepted orders and honour returns, replacements and warranty obligations for goods already sold. Horeka will settle amounts due, less any withholding under clause 8.5, within 90 days of the last delivered order, once the returns window has closed.

16. Changes to this Agreement

Horeka may amend the Seller Terms. Material changes — to the Subscription Fee, the Delivery Management Fee, the settlement cycle or your liability — take effect on 30 days’ written notice, and you may terminate without penalty within that period. Other changes take effect on 7 days’ notice. Continued listing after the effective date constitutes acceptance.

17. Governing law and disputes

17.1 This Agreement is governed by the laws of India.

17.2 The parties will first attempt to resolve any dispute in good faith through the seller escalation process within 30 days.

17.3 Failing resolution, the dispute is referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue is New Delhi and the language English. The award is final and binding.

17.4 Subject to arbitration, the courts at New Delhi have exclusive jurisdiction.

17.5 Nothing in this clause prevents either party from seeking urgent interim relief from a competent court.

18. General

This Agreement is the entire agreement between the parties on its subject matter. If any provision is held invalid, the remainder continues in force. Failure to enforce a right is not a waiver of it. You may not assign this Agreement without Horeka’s written consent; Horeka may assign it to an affiliate or successor. Notices to you are given to your registered email; notices to Horeka to [email protected].

Schedule A — Fees

Rates effective 7 August 2026. Horeka will notify you at least 30 days before any change.

Horeka charges no commission on your sales. You keep the full Order Value, less only the charges below.

A1 — Storefront Subscription Fee

The Subscription Fee covers your storefront on Horeka Discover, catalogue hosting, the seller dashboard, order management and inclusion in Platform discovery and search. It is a flat charge and does not vary with your sales volume.

Fees are exclusive of GST, which is charged additionally where applicable.

A2 — Delivery Management Fee (Horeka Quick only)

The applicable per-item rate for each of your products is shown in your seller dashboard. It covers dispatch coordination, rider allocation and last-mile tracking, and is deducted at settlement.

A3 — Other charges

Seller support: [email protected], subject line SELLER —