Section 1 – Introduction
This Vendor Master Agreement ("Agreement") governs the relationship between TheraStore ("Platform") and the Vendor for the listing, sale, fulfillment, and support of products through the Platform.
By registering, onboarding, uploading products, accepting orders, or otherwise using the Platform, the Vendor agrees to be bound by this Agreement and all annexures, policies, operational guidelines, and future amendments.
Section 2 – Definitions
- Platform
- Vendor
- Customer
- Order
- Product
- Marketplace Order
- Platform Inventory Order
- Settlement
- Return
- Replacement
- RTO (Return to Origin)
- Serviceability Area
- SLA
- Force Majeure Event
- Business Day
Section 3 – Vendor Eligibility
Vendor represents and warrants that:
- It is a legally established business entity.
- It possesses valid GST registration (where applicable).
- It maintains a valid PAN.
- It maintains an active bank account.
- It possesses all required licenses, approvals, certifications, registrations, and authorizations necessary to sell its products.
- All information provided during onboarding is accurate, complete, and current.
The Platform reserves the right to verify any information submitted.
Section 4 – Vendor KYC & Verification
Vendor shall provide:
Mandatory:
- Business Name
- PAN
- GSTIN
- Bank Account Details
- Registered Address
- Authorized Contact Details
Additional Documents (if required):
- GST Certificate
- PAN Copy
- Cancelled Cheque
- Business Registration Certificate
- CDSCO Approval
- ISO Certification
- CE Certification
- Brand Authorization Letter
The Platform may suspend listings or payouts until verification is completed.
Section 5 – Product Listing Obligations
Vendor shall:
- List only genuine products.
- Maintain accurate inventory.
- Upload minimum required images.
- Provide correct pricing.
- Provide HSN codes.
- Provide GST rates.
- Provide warranty information.
- Provide return eligibility information.
Vendor shall not:
- Sell counterfeit products.
- Sell expired products.
- Sell prohibited products.
- Misrepresent specifications.
- Upload misleading images.
Platform may reject, suppress, edit, or remove listings.
Section 6 – Product Quality & Compliance
Vendor warrants that all products:
- Meet applicable Indian laws.
- Meet applicable safety standards.
- Meet applicable healthcare regulations.
- Are free from material defects.
The Platform may request proof of compliance at any time.
Section 7 – Commission & Fees
Commission is charged item by item, not on the order total: the rate is set by the unit price of each item excluding GST, and applies to the value of that item line excluding GST.
| Tier | Unit price of the item (excl. GST) | Commission |
|---|---|---|
| Tier 1 | Up to ₹750 | 17% |
| Tier 2 | Above ₹750, up to ₹2,000 | 15% |
| Tier 3 | Above ₹2,000 | 12% |
For orders placed on or after 19 September 2026, a minimum commission of ₹20 applies to your items in each order (never more than their value excluding GST), and ₹80 is recovered for each shipment booked for your items. Both are shown on your settlement statement (Annex F).
Platform reserves the right to revise commission structures with thirty (30) days notice.
Section 8 – Shipping & Fulfillment
Vendor shall:
- Accept orders within 24 hours.
- Dispatch within 24–48 hours.
- Upload tracking details.
- Maintain accurate serviceability information.
Orders ship with courier partners approved by the Platform.
Vendor remains responsible for shipment accuracy.
Section 9 – Serviceability & Pincode Policy
Vendor shall maintain:
- Serviceable States, or
- Serviceable Pincodes
Vendor is responsible for maintaining current delivery coverage.
Orders outside declared coverage may be cancelled.
Repeated serviceability failures may result in penalties.
Section 10 – Returns, Refunds & Replacements
Eligible Return Reasons:
- Damaged Product
- Defective Product
- Wrong Product
- Missing Components
- Product Not As Described
Vendor shall:
- Review requests within 48 hours.
- Cooperate in reverse logistics.
- Process replacements promptly.
The Platform may approve customer claims where evidence supports the claim.
Section 11 – Payments & Settlements
Settlement Cycle
Weekly T+7 after:
- Successful delivery
- Return review period
Platform may:
- Adjust refunds
- Adjust chargebacks
- Recover penalties
- Recover shipping charges
- Hold settlements during investigations
Section 12 – Marketplace & Inventory Model
Marketplace Model
Vendor owns inventory. Vendor remains seller of record.
Platform Inventory Model
TheraStore owns inventory. TheraStore remains seller of record.
Platform may operate both models simultaneously.
Section 13 – Data Protection
Vendor shall:
- Use customer information solely for fulfillment.
- Not sell customer data.
- Not export customer data.
- Not contact customers for unrelated marketing.
Vendor shall comply with applicable Indian privacy laws including DPDP requirements.
Section 14 – Intellectual Property
Vendor retains ownership of:
- Trademarks
- Logos
- Product Images
- Marketing Assets
Vendor grants Platform a non-exclusive license to use these materials for marketplace operations and promotion.
Section 15 – Quality Audits & Inspections
Platform may conduct:
- Product audits
- Listing reviews
- Documentation audits
- Quality reviews
Vendor shall cooperate fully.
Section 16 – Prohibited Products
Prohibited:
- Prescription medicines
- Counterfeit products
- Expired products
- Illegal products
- Restricted substances
Restricted categories may require additional approvals.
Section 17 – Penalties & SLA Enforcement
| Violation | Consequence |
|---|---|
| Late Dispatch | ₹50 per order |
| Fake Tracking | ₹100 per order |
| Wrong Product | Vendor bears all associated costs |
| Counterfeit Products | Immediate termination |
Additional penalties are defined in Annex E.
Section 18 – Indemnity
Vendor shall indemnify the Platform against:
- Product liability claims
- Regulatory violations
- IP infringement claims
- Consumer claims
Section 19 – Limitation of Liability
Platform shall not be liable for:
- Vendor product defects
- Courier delays
- Indirect damages
- Loss of profits
Maximum liability shall not exceed commissions earned by the Platform in the preceding thirty (30) days.
Section 20 – Force Majeure
Neither party shall be liable for delays caused by:
- Natural disasters
- Pandemics
- Government actions
- War
- Strikes
- Network failures
Section 21 – Suspension & Termination
Platform may suspend or terminate Vendor access for:
- Fraud
- Counterfeit products
- Repeated SLA failures
- Compliance violations
Vendor may terminate with fifteen (15) days written notice.
Section 22 – Confidentiality
Both parties shall maintain confidentiality regarding:
- Customer information
- Financial information
- Operational information
- Business information
Section 23 – Dispute Resolution
Parties shall first attempt amicable resolution.
Failing resolution, disputes shall proceed to arbitration.
Section 24 – Governing Law
This Agreement shall be governed by the laws of India.
Exclusive jurisdiction: Pune, Maharashtra.
Section 25 – Acceptance
The Vendor accepts this Agreement and its annexures when it applies to sell on the Platform. The acceptance is recorded against the Vendor account with the following particulars:
- Business name and contact person, as given in the application
- The version of this Agreement accepted
- Date and time of acceptance
- IP address the acceptance was made from
Annexures
- Annex A – Vendor Onboarding Checklist & KYC Form
- Annex B – Product Listing Template (CSV)
- Annex C – Packaging & Labeling Guidelines
- Annex D – Returns & Reverse Pickup SOP
- Annex E – Service Levels & Penalty Matrix
- Annex F – Settlement Statement Format
- Annex G – Serviceability & Pincode Coverage Policy
- Annex H – Prohibited Products Policy
- Annex I – Data Protection Policy
- Annex J – Marketplace vs Inventory Model
Annex A–J are detailed in the Vendor Onboarding Guidelines. Annex K (Marketing, Brand & Content Usage Rights) is provided as a separate document.