VENDOR AGREEMENT
Effective Date: 09-08-2026
Prepared for
Citrusmint Technology (OPC) Private Limited
5A Main, NRI Layout, Ramamurthy Nagar
Bangalore – 560016, Karnataka, India
Created by
Citrusmint Technology (OPC) Private Limited
5A Main, NRI Layout, Ramamurthy Nagar
Bangalore – 560016, Karnataka, India
This Vendor Agreement (“Agreement”) is entered into between Citrusmint Technology (OPC) Private Limited, having its registered office at 5A Main, NRI Layout, Ramamurthy Nagar, Bangalore – 560016, Karnataka, India (“Citrusmint”, “Company”, “Marketplace”, “Platform”), and any individual, proprietorship, partnership, LLP, company or other business entity applying for or operating as a Vendor on the Citrusmint Marketplace (“Vendor”).
This Agreement shall become effective immediately upon the Vendor’s digital acceptance or signature through the Vendor Registration Form available at https://www.citrusmint.in/vendor-terms-conditions, and shall remain binding unless terminated in accordance with this Agreement.
TERMS OF AGREEMENT
This Agreement governs the relationship between Citrusmint and the Vendor regarding listing, marketing, sale, payment processing, settlement, customer transactions, and all related marketplace services offered through the Citrusmint platform.
SCOPE OF ENGAGEMENT
The Vendor agrees to supply products and/or services through the Citrusmint Marketplace in accordance with this Agreement and all applicable laws.
Citrusmint provides an online technology platform that enables Vendors to list, market and sell their products to customers. Citrusmint is not the manufacturer of products listed by Vendors unless expressly stated.
Every Vendor shall:
- maintain accurate business information;
- maintain valid GST registration (where applicable);
- comply with all applicable tax laws;
- maintain applicable trade licences;
- comply with product safety regulations;
- comply with consumer protection laws;
- comply with RBI payment regulations applicable to marketplace transactions;
- maintain valid bank account details.
The Vendor shall publish and maintain:
- Shipping Policy
- Refund Policy
- Return Policy
- Exchange Policy
- Cancellation Policy
- Warranty Policy (where applicable)
The Vendor remains solely responsible for all products sold through its store including quality, warranty, authenticity, statutory compliance, packaging, shipping, customer support and after-sales service.
Except where required by applicable law or expressly agreed, Citrusmint acts as a technology marketplace facilitating transactions between Vendors and customers and shall not be responsible for disputes arising solely from the Vendor’s products or services.
PAYMENT PROCESSING AND SETTLEMENT
1. Marketplace Payments
All customer payments shall be processed exclusively through payment gateways, banking partners, escrow accounts, nodal accounts, or other payment systems approved by Citrusmint.
The Vendor agrees that Citrusmint may appoint, replace or change any payment service provider at its sole discretion to comply with operational, regulatory or commercial requirements.
2. Mandatory Payment Gateway Compliance
The Vendor agrees that every online payment accepted through Citrusmint shall be processed only through payment gateways approved by Citrusmint.
Where the selected payment gateway requires merchant onboarding, KYC verification, contractual acceptance or compliance obligations, the Vendor agrees to:
- complete all onboarding formalities;
- provide all KYC documents;
- submit GST and banking information;
- maintain updated compliance documents;
- accept the payment gateway’s Merchant Terms and Conditions;
- comply with future updates issued by the payment gateway.
Failure to complete these requirements may result in suspension of payment processing until compliance requirements are fulfilled.
3. Split Settlement
Where supported by the payment gateway, customer payments may be settled directly to the Vendor using the payment gateway’s Split Settlement facility.
Split Settlement shall be available only after:
- successful Vendor verification;
- completion of gateway KYC;
- approval by the payment gateway;
- compliance with RBI requirements;
- acceptance of the payment gateway’s merchant agreement.
Settlement timelines shall depend upon the payment gateway, banking partner, RBI regulations and order status.
4. Escrow / Nodal Account Settlement
If Split Settlement is unavailable, unsupported, rejected, suspended, withdrawn or not opted for by the Vendor, the Vendor expressly authorizes Citrusmint Technology (OPC) Private Limited to collect customer payments through legally permitted escrow accounts, nodal accounts, marketplace settlement accounts or other RBI-compliant settlement mechanisms.
The Vendor authorizes Citrusmint to receive, hold (where legally permitted), reconcile and distribute funds in accordance with applicable laws, payment gateway requirements and RBI regulations.
5. Settlement Deductions
Before settlement, Citrusmint or the appointed payment partner may deduct:
- Marketplace Commission
- Payment Gateway Charges
- GST and other applicable taxes
- Shipping Charges
- COD Charges
- Refunds
- Chargebacks
- Dispute Recoveries
- Reverse Logistics Charges
- Penalties agreed under this Agreement
- Any other deductions authorised by law or agreed by the Vendor.
6. Settlement Timeline
Settlement shall be released according to:
- Payment Gateway settlement cycle;
- Escrow/Nodal account settlement process;
- RBI regulations;
- Banking holidays;
- Successful delivery confirmation (where applicable);
- Dispute status;
- Fraud review;
- Chargeback status.
No fixed settlement period shall apply where settlement is delayed due to regulatory requirements, banking restrictions, fraud investigations or payment gateway holds.
7. Chargebacks, Refunds and Disputes
The Vendor shall remain responsible for:
- customer refunds;
- replacement claims;
- warranty claims;
- chargebacks;
- payment reversals;
- fraud attributable to the Vendor;
- customer complaints.
Citrusmint may temporarily withhold settlement where necessary to:
- process refunds;
- resolve disputes;
- recover chargebacks;
- comply with RBI directions;
- comply with payment gateway instructions;
- comply with court or government orders.
8. Regulatory Compliance
The Vendor acknowledges that payment processing shall be governed by applicable Indian laws including RBI directions applicable to Payment Aggregators, Payment Gateways, Escrow Accounts, Nodal Accounts and banking institutions.
The Vendor agrees to provide all information, documents and declarations requested by:
- Citrusmint;
- Banks;
- Payment Gateways;
- RBI (through authorised entities);
- Government Authorities;
- Auditors;
- Regulatory Bodies.
Failure to provide such documents may result in suspension of settlement services.
9. Merchant Agreement
The Vendor agrees to review and accept the merchant agreement, terms, privacy policy and operational policies of any payment gateway integrated with Citrusmint, including Razorpay or any successor payment service provider appointed by Citrusmint.
Where the payment gateway updates its policies, the Vendor agrees to comply with such revised policies as a condition for continuing to receive online payments through the Marketplace.
9A. Payment Gateway Terms and Merchant Acceptance
For Vendors participating in Split Settlement or any direct merchant settlement model, the Vendor acknowledges that settlement services are provided by the applicable payment gateway and are subject to the gateway’s merchant agreement, operational policies, and applicable laws.
Where Razorpay is the designated payment gateway, the Vendor agrees to review and comply with the Razorpay Terms and Conditions available at:
and any other applicable Razorpay policies, including merchant onboarding, KYC requirements, settlement policies, prohibited business policies, chargeback procedures, refund policies, and compliance requirements, as amended from time to time.
The Vendor acknowledges that continued use of Citrusmint’s payment services constitutes acceptance of the applicable payment gateway’s terms, as updated from time to time.
If Citrusmint changes its payment gateway or banking partner in the future, the Vendor agrees to comply with the terms and conditions of the newly appointed payment service provider as a condition for continuing to receive online payments and settlements through the Marketplace.
Failure to accept or comply with the applicable payment gateway’s merchant terms, complete required KYC, or satisfy regulatory requirements may result in suspension of online payment acceptance, withholding of settlements where legally permissible, or suspension of the Vendor account until compliance requirements are fulfilled.
10. Right to Modify Settlement Method
To comply with applicable law, RBI regulations, banking requirements, operational needs or business continuity, Citrusmint reserves the right to:
- change payment gateways;
- replace banking partners;
- migrate Vendors to Split Settlement;
- migrate Vendors to Escrow or Nodal Account settlement;
- modify settlement cycles;
- introduce new payment methods.
The Vendor agrees to cooperate with such changes.
11. Payment Acceptance, Delivery Confirmation, Refunds and Vendor Liability
11.1 Customer Payment Acceptance
Customer payments shall be deemed accepted only upon successful completion of the transaction through the Marketplace’s approved payment gateway. Final settlement to the Vendor shall remain subject to order fulfilment, successful delivery, applicable holding periods, fraud checks, dispute resolution, chargeback review, and any regulatory or payment gateway requirements.
Citrusmint or its appointed payment partner may withhold or defer settlement until delivery of the order has been successfully confirmed through the courier partner, logistics provider, customer confirmation, or any other verification mechanism adopted by the Marketplace.
11.3 Refunds Due to Vendor Fault
The Vendor shall be solely responsible for refunds, returns, replacements, and all related financial consequences where the refund or cancellation arises due to the Vendor’s actions or omissions, including but not limited to:
- delivery of a defective, damaged, expired, counterfeit, or non-functional product;
- delivery of an incorrect product, model, quantity, size, colour, or variant;
- products materially differing from the description, specifications, images, or claims published by the Vendor on the Marketplace;
- failure to dispatch the order within the committed timeline;
- shipment of incomplete orders or missing accessories;
- breach of warranty or statutory obligations;
- any other failure attributable to the Vendor.
Where a refund or cancellation results from Vendor fault, the Vendor authorizes Citrusmint to recover or deduct from the Vendor’s settlement all applicable amounts, including but not limited to:
- refund amount paid to the customer;
- payment gateway processing charges, where non-refundable;
- payment gateway refund charges;
- transaction processing fees;
- split settlement reversal charges;
- escrow or nodal account processing charges;
- shipping and reverse logistics charges;
- courier return charges;
- packaging recovery charges;
- taxes not recoverable from the relevant authorities;
- chargeback fees;
- dispute handling charges;
- banking charges; and
- any other reasonable costs incurred by Citrusmint in processing the refund or cancellation.
Citrusmint may deduct the above amounts from any current or future settlements payable to the Vendor. If the available settlement balance is insufficient, the Vendor shall reimburse Citrusmint within seven (7) days of receiving written notice. Citrusmint reserves the right to suspend payouts, temporarily disable the Vendor account, or recover such amounts through any lawful means until the outstanding balance is cleared.
The Vendor acknowledges that Citrusmint may issue refunds, replacements, or other customer remedies where required under applicable law, payment gateway rules, or Marketplace policies. Any amounts paid by Citrusmint on account of Vendor fault shall constitute a debt immediately recoverable from the Vendor.
12. Logistics, Courier Usage and Anti-Fraud
12.1 Approved Logistics Services
Where the Vendor uses shipping, courier, logistics or fulfilment services provided, integrated or facilitated by Citrusmint, such services shall be used solely for the lawful fulfilment of genuine customer orders placed through the Marketplace.
The Vendor shall exercise due care, honesty and diligence while using Citrusmint’s logistics and shipping services and shall comply with all applicable laws, courier partner policies and Marketplace operational guidelines.
The Vendor shall not use Citrusmint’s courier or logistics network for any unlawful, fraudulent or unauthorized purpose, including but not limited to:
- shipment of prohibited, restricted, counterfeit or illegal goods;
- fictitious or self-generated orders intended to manipulate sales or settlements;
- fraudulent cash-on-delivery or prepaid transactions;
- money laundering or financial fraud;
- shipment of goods different from those ordered by the customer;
- use of false customer, vendor or shipping information;
- misuse of courier tracking numbers or shipment records;
- any activity intended to deceive customers, courier partners, payment gateways, banks or regulatory authorities.
12.3 Inspection and Investigation
Where Citrusmint reasonably suspects fraudulent activity, misuse of its logistics services, violation of this Agreement or any applicable law, Citrusmint may, without prejudice to its other rights:
- suspend or restrict the Vendor’s account;
- hold pending settlements where legally permissible;
- cancel or stop shipment processing;
- request additional documents or explanations from the Vendor;
- conduct internal compliance reviews and investigations;
- cooperate with payment gateways, banks, courier partners and other service providers; and
- report the matter to the appropriate law enforcement agencies, regulatory authorities or other competent government authorities for investigation where required or permitted by law.
The Vendor agrees to fully cooperate with Citrusmint, payment partners, courier partners, banks and government authorities during any audit, investigation or compliance review, including providing documents, shipment records, invoices, customer communications and any other information reasonably requested.
12.4A Courier Delivery, Shipment Insurance and Transit Responsibility
Where the Vendor selects courier, shipping or logistics services provided, integrated or facilitated by Citrusmint, such services may be fulfilled through Shiprocket and its associated courier partners.
The current minimum shipment value threshold communicated by the courier partner for eligibility under Shiprocket Secure Shipment/insurance is ₹2,500. Eligible shipments may be covered subject to the prevailing Shiprocket Secure Shipment/insurance policy and applicable terms and conditions.
The Vendor acknowledges that the coverage limit, maximum claim amount, eligible products, exclusions, deductibles, claim requirements, documentation requirements, packaging requirements and other conditions may be determined or changed by Shiprocket or the applicable insurer from time to time. Citrusmint does not guarantee any particular insurance coverage, claim amount or claim settlement.
The Vendor shall review and understand the current Shiprocket Secure Shipment/Insurance Terms & Conditions available at:
Shiprocket Insurance Terms & Conditions:
https://sr-cdn-1.shiprocket.in/docs/sr/Insurance-Terms-and-Conditions.pdf
By accepting this Agreement and using courier delivery through the Marketplace, the Vendor confirms that the Vendor has been provided access to the above policy and has read, understood and accepted the applicable coverage, limitations, exclusions, claim conditions and associated risks.
The Vendor shall be responsible for ensuring that the product is properly packaged and complies with applicable courier and insurance requirements before handing it over to the courier partner.
The Vendor shall take and retain clear photographs and/or videos of the product, product condition, packaging and shipment at the time of handover to the courier partner. Such evidence may be required for any loss, damage, delivery dispute, insurance claim or investigation.
In the event of loss, damage, non-delivery, delivery dispute or insurance claim, the Vendor shall provide relevant photographs, videos, invoices, shipment details, product information and other supporting documents requested by Citrusmint, Shiprocket, the courier partner or the applicable claims/investigation team, and shall fully cooperate with the investigation and resolution process.
Citrusmint acts as a technology marketplace connecting buyers and sellers and facilitating business opportunities. Citrusmint is not the seller, carrier or insurer of the products and shall not be responsible for loss, theft, accidental damage, mishandling or other damage to products occurring during transportation or delivery by the courier partner, except to the extent otherwise required under applicable law.
Citrusmint will, however, provide reasonable support, cooperation and coordination to assist in investigating and resolving any conflict or dispute arising from a delivery-related incident.
For high-value products, Vendors are strongly advised to obtain additional transportation insurance from their own insurer where the available Shiprocket Secure Shipment/insurance coverage may not adequately protect the full value of the product.
The Vendor acknowledges that selection of courier delivery constitutes acceptance of the applicable transit risks and the prevailing Shiprocket insurance terms and conditions.
Any breach of this Clause may result in one or more of the following actions, without limiting any other legal rights available to Citrusmint:
- immediate suspension or termination of the Vendor account;
- withholding or adjustment of settlements where legally permissible;
- cancellation of pending orders;
- recovery of losses, penalties or damages suffered by Citrusmint;
- reporting to payment gateways, banks, courier partners or regulatory authorities; and
- initiation of appropriate civil or criminal proceedings in accordance with applicable law.
13. Transaction Charges, Fees and Deductions
13.1 Vendor Responsibility for Transaction Charges
The Vendor acknowledges and agrees that all transaction-related charges arising from the sale of products or services through the Citrusmint Marketplace shall be borne by the Vendor unless otherwise expressly agreed in writing by Citrusmint.
13.2 Applicable Charges
The Vendor authorizes Citrusmint or its appointed payment gateway, banking partner, escrow account, nodal account or settlement partner to deduct, recover or adjust, as applicable, the following amounts before releasing settlement:
- Marketplace commission.
- Payment gateway transaction charges.
- Split settlement processing charges.
- Escrow or nodal account processing charges.
- Banking transaction charges.
- UPI, credit card, debit card, net banking and wallet processing charges.
- EMI processing charges, where applicable.
- Subscription or platform service fees.
- Shipping and logistics charges.
- Reverse logistics charges.
- Cash-on-Delivery (COD) handling charges.
- Refund processing charges.
- Chargeback handling fees.
- Payment reversal charges.
- Tax Deducted at Source (TDS), Tax Collected at Source (TCS) or other statutory deductions, where applicable.
- GST and any other applicable taxes.
- Penalties, recoveries or adjustments permitted under this Agreement or applicable law.
13.3 Changes to Charges
The Vendor acknowledges that payment gateway fees, banking charges, statutory levies and Marketplace fees may change from time to time. Citrusmint reserves the right to revise applicable charges upon reasonable notice by updating the Marketplace Fee Schedule, Vendor Dashboard or other official communication channels.
13.4 No Liability for Third-Party Charges
Citrusmint shall not be liable for any increase, modification or introduction of fees imposed by payment gateways, banks, card networks, logistics providers or governmental authorities. Such charges shall be passed through to the Vendor where legally permissible and applicable.
13.5 Marketplace Fee Schedule
The current Marketplace commission, subscription plans, payment gateway charges and other applicable fees shall be published separately on the Citrusmint Vendor Portal or Fee Schedule. By continuing to sell through the Marketplace, the Vendor agrees to the applicable fee schedule as updated from time to time.
REPRESENTATIONS AND WARRANTIES
The Vendor represents that:
- it possesses all necessary licences and approvals;
- all information submitted is true and accurate;
- products sold are genuine and legally permitted;
- intellectual property rights are not infringed;
- all applicable laws shall be followed.
LIABILITY AND INDEMNIFICATION
The Vendor agrees to indemnify and hold harmless Citrusmint, its directors, employees, officers and representatives against any claims arising from:
- product defects;
- counterfeit products;
- consumer disputes;
- regulatory violations;
- intellectual property infringement;
- tax liabilities;
- product recalls;
- negligence or misconduct of the Vendor.
Except for gross negligence or wilful misconduct, Citrusmint’s liability shall be limited to the extent permitted under applicable law.
INSURANCE
Where applicable, the Vendor shall maintain adequate business and product liability insurance and provide proof upon request.
Failure to maintain required insurance may constitute a material breach of this Agreement.
INDEPENDENT CONTRACTOR
Nothing contained herein shall create a partnership, joint venture, employment relationship or agency between Citrusmint and the Vendor.
JURISDICTION
This Agreement shall be governed by the laws of India.
Subject to applicable law, the Courts at Bengaluru, Karnataka shall have exclusive jurisdiction over disputes arising under this Agreement.
Before initiating legal proceedings, the Vendor shall provide Citrusmint at least thirty (30) days’ written notice at [email protected] to attempt amicable resolution.
TERMINATION
Either party may terminate this Agreement by providing ten (30) days’ written notice.
Upon termination:
- pending customer orders shall be completed or cancelled as directed by Citrusmint;
- pending settlements shall be processed after adjustment of all applicable deductions;
- regulatory holds, disputes or chargebacks may delay final settlement.
ENTIRE AGREEMENT
This Agreement supersedes all previous oral and written agreements between the parties relating to the Vendor’s participation on the Citrusmint Marketplace.
ATTORNEY FEES
The prevailing party in any legal proceedings shall be entitled to recover reasonable legal costs, court fees and litigation expenses to the extent permitted by applicable law.
NOTICES
All notices shall be sent in writing to:
or any other email address notified by Citrusmint.
DELAYS
Either party becoming aware of any event likely to delay performance under this Agreement shall notify the other party within five (5) business days.
POLICY UPDATES
Citrusmint may modify this Agreement, operational policies, payment procedures, settlement mechanisms, commission structures, compliance requirements, payment gateway integrations or marketplace rules whenever necessary to comply with applicable law, RBI directions, payment gateway requirements, banking regulations or operational needs.
Revised terms shall become effective upon publication on the Citrusmint website or upon notification through the Vendor Dashboard, email or other electronic communication.
Continued use of the Marketplace after such publication shall constitute acceptance of the revised Agreement.
Digital Acceptance and Vendor Declaration
By selecting “I Agree”, clicking “Accept”, submitting the Vendor Registration Form, or continuing with the Vendor onboarding process on the Citrusmint Marketplace, the Vendor confirms and declares that:
- The Vendor has carefully read, understood and voluntarily accepted this Vendor Agreement, all Annexures, Marketplace Policies, Payment & Settlement Policies, Privacy Policy, and all other policies published by Citrusmint Technology (OPC) Private Limited.
- The Vendor understands the rights, responsibilities, obligations, payment procedures, settlement mechanisms, commission structure, transaction charges, refund policies, chargeback procedures, and operational requirements applicable to selling through the Citrusmint Marketplace.
- The Vendor voluntarily agrees to conduct business strictly in accordance with the business framework, operational procedures, compliance requirements, and policies established by Citrusmint Technology (OPC) Private Limited, as amended from time to time.
- The Vendor agrees to comply with all applicable laws of India, regulatory requirements, RBI directions applicable to marketplace payment processing, payment gateway requirements, banking regulations, taxation laws, consumer protection laws, and any other applicable statutory obligations.
- The Vendor agrees to comply with the merchant terms, operational policies, KYC requirements, settlement conditions, and compliance obligations of the payment gateway or payment service provider appointed by Citrusmint (including Razorpay, where applicable), and acknowledges that such terms may be updated from time to time.
- The Vendor understands and agrees that Citrusmint may process customer payments through split settlement, escrow accounts, nodal accounts, or any other legally permitted payment mechanism in accordance with applicable laws and regulatory requirements.
- The Vendor authorizes Citrusmint to deduct applicable marketplace commissions, payment gateway charges, banking charges, taxes, logistics charges, refunds, chargebacks, penalties, and other agreed deductions from settlements in accordance with this Agreement.
- The Vendor acknowledges that continued use of the Citrusmint Marketplace after any revision to this Agreement or related Marketplace Policies constitutes acceptance of the revised terms, unless otherwise prohibited by applicable law.
- The Vendor confirms that the information and documents submitted during registration are true, complete, and accurate, and agrees to promptly notify Citrusmint of any material changes.
- The Vendor acknowledges that this electronic acceptance constitutes a legally binding agreement between the Vendor and Citrusmint Technology (OPC) Private Limited and has the same force and effect as a handwritten signature, to the extent permitted under applicable law.
The Vendor further confirms that they have had sufficient opportunity to review this Agreement, seek independent legal or professional advice if desired, and voluntarily enter into this Agreement without coercion or undue influence.
Annexure A – Marketplace Transaction Fee Schedule
The Vendor acknowledges that the transaction charges specified in this Annexure are based on the prevailing pricing published by the Marketplace’s payment gateway provider(s) and are subject to change without prior notice by the payment gateway, banks, card networks, NPCI, RBI, or other regulatory authorities.
Citrusmint shall endeavour to notify Vendors of material changes through the Vendor Dashboard, email, or other official communication. The latest Marketplace Fee Schedule published by Citrusmint shall prevail.
The Vendor agrees that all applicable payment gateway charges, taxes, banking charges, split settlement charges, escrow or nodal account charges, refund processing charges, chargeback fees, reverse logistics charges, and other transaction-related deductions may be adjusted from the Vendor’s settlement in accordance with this Agreement and the prevailing Marketplace Fee Schedule.