HMS TRADE – VENDOR SERVICES AGREEMENT (T&Cs)
Last Updated: December 29, 2025

Welcome to HMS TRADE,

a suite of optional merchant services including Selling on HMS TRADE , HMS TRADE Advertising.

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU”) AND HMS TRADE (“HMS TRADE”, “WE”, “US”).

BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND SCHEDULES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE HMS TRADE PLATFORM.

PREAMBLE: THE HMS TRADE MISSION

“Your Profit Belongs to YOU”

HMS TRADE was built by sellers, for sellers. This agreement prioritizes transparent, predictable fee structures and fast cash flow. We do not squeeze vendor margins with hidden fees, unfair holds, or unnecessary burdens.

Key Principles:

• One flat, predictable fee structure with zero surprises
• Service fees refunded on customer returns (The Return Shield)
• Net-7 payout cycle with no arbitrary platform holds or deductions
• No unfair SLA penalties or arbitrary account suspension
• Transparent, public fee policy that never changes without 30 days notice
• Legal clarity on all enforcement actions (Schedule E)

This agreement reflects those commitments. Vendors are independent sellers, not employees. We treat you as partners in growth.

1. DEFINITIONS

Platform: HMS TRADE, the e-commerce marketplace service provider

Vendor: The seller or merchant onboarded to sell products via the Platform

Net Payments: Commission-adjusted payments after service fees (taxes are separate, reclaimable by vendor)

RTO: Return-to-Origin; undelivered orders returned to sender

SLA: Service Level Agreement; operational guidelines only (non-financial unless material breach occurs per Schedule D)

Material Breach: Violations of law, counterfeit sales, fraud, or IP infringement causing customer harm

TCS: Tax Collected at Source (vendor reclaimable)

TDS: Tax Deducted at Source (vendor reclaimable)

GSTIN: Goods and Services Tax Identification Number

PAN: Permanent Account Number

Return Shield: HMS TRADE refunds/waives service fees on customer-returned items

Platform Protection Addendum: Schedule E governing enforcement, investigations, and account actions

2. THE HMS TRADE MISSION

2.1 Platform Status & Vendor Rights

HMS TRADE acts solely as an intermediary marketplace under the Information Technology Act, 2000, and the Consumer Protection E-commerce Rules, 2020.

The Vendor is the sole Seller of Record and is fully responsible for:

• Product quality, authenticity, and compliance with law
• Customer satisfaction and dispute resolution
• Providing accurate product information to the best of the Vendor’s knowledge and belief
• Maintaining valid business documentation (KYC verification)

The Vendor retains all rights to their business, products, and customer relationships on HMS TRADE.

2.2 Transparency & Fairness Commitment

HMS TRADE commits to:

• One flat, transparent fee structure per Schedule A (no hidden closing fees)
• No commission changes without 30 days written notice via email/dashboard
• No arbitrary SLA-based penalties or de-prioritization (operational support instead—see Section 5.2)
• Account suspension only for Material Breach (Schedule E—not for operational SLAs)
• The Return Shield: All service fees refunded on customer returns (Section 4.2)
• Net-7 payouts without holds or deductions (Section 4.3)
• Organic growth: Algorithm rewards product quality & delivery speed, not ad spend

3. VENDOR OBLIGATIONS & COMPLIANCE

3.1 KYC Verification (Mandatory for Account Activation)

Before onboarding, vendors must provide:

• Valid GSTIN (Goods and Services Tax Identification Number)
• PAN Card (Permanent Account Number)
• Bank Account details with cancel cheque, IFSC and Account Number
• Product Liability Insurance (minimum coverage as notified for applicable high-risk categories—see clarification below)

All documents must be current, valid, and in the name of the business owner.

CLARIFICATION ON INSURANCE: Product Liability Insurance is strongly recommended and mandatory for high-risk product categories (electronics, food, cosmetics, pharmaceuticals) to protect customers and vendors from defect claims. This aligns with Consumer Protection Act, 2019 best practices.

For low-risk categories (textiles, books, home decor), insurance is recommended but not mandatory. HMS TRADE will communicate category requirements during onboarding.

Grace Period: Vendors have 30 days from expiration to renew certificates. Late renewal does NOT trigger suspension or penalties.

3.2 Accurate Product Listings

Vendors warrant that all product images, descriptions, specifications, and Country of Origin details are:

accurate and not misleading, and reasonably match the physical product

• Compliant with the Legal Metrology Act, 2009
• Compliant with all applicable consumer protection laws

Country of Origin declarations shall be based on information provided by the manufacturer, importer, or supplier in accordance with applicable law.

Consequence of Breach: Inaccurate listings may result in product de-listing and denial of Return Shield benefits for such returns. Repeated violations (3+ within 90 days) may trigger account review under Schedule D.

3.3 Authenticity & Counterfeit Policy

HMS TRADE has a zero-tolerance policy for counterfeit, pirated, or unauthorized goods.

Vendors found selling counterfeit or infringing products will be:

• Immediately de-listed from the Platform
• Subject to account suspension pending investigation (See Schedule E—Material Breach)
• Liable for legal action by HMS TRADE and affected customers
• Subject to forfeiture of pending payouts in escrow during investigation (not permanent)

All vendors reselling branded products must provide a current Letter of Authorization or NOC from the brand owner or authorized distributor.

4. COMMERCIAL TERMS & PAYOUTS

4.1 Commission & Fee Structure

HMS TRADE charges a price-based commission and fixed fees per Schedule A.

All fees are exclusive of 18% GST (statutory tax, reclaimable by vendor).

FEE SCHEDULE (Effective January 1, 2026):

COMMISSION SLABS (Price-Based):

FIXED FEES (Per Order):

SHIPPING CHARGES (Flat Rate, Up to 500g):

OPTIONAL SERVICES:

Fee Change Policy:
Commission rates are subject to change with 30 days prior notice via dashboard and email. Vendors will be notified of any changes before they take effect.

Material changes to fee structure require explicit click-wrap acceptance (not implied from continued use).

4.2 The Return Shield: Fee Refund on Customer Returns

In a market-first policy, HMS TRADE refunds all service commissions and fixed fees on customer-returned items, provided:

• The return is processed within the applicable return window (Schedule D)
• The return is marked as “Returned” or “Defective” on the platform

The Return Shield applies to all product price bands. If a customer returns a ₹500 product (3% commission = ₹15), HMS TRADE refunds the full ₹15 commission and the ₹5 fixed fee.

This is the core of “Your Profit Belongs to YOU”—if you don’t earn, we don’t either.

4.3 Net-7 Payout Cycle (Subject Only to Statutory, Gateway, or Investigation Holds)

HMS TRADE will settle all net payments to the Vendor’s bank account within 7 days of successful delivery, subject to payment gateway settlement and applicable withholding laws.

Payout Eligibility:

• Order must be marked “Delivered” on the Platform
• Return window (if applicable) must have closed without customer claims
• No active or reasonably suspected fraud investigation or chargeback beyond normal processing

Payout Calculation:
Net Payment = (Sale Price) – (Commission) – (Fixed Fee) – (Shipping Charged) – (GST on Fees)

GST Deduction:

• 18% GST applies to commission, fixed fees, and shipping charges (statutory requirement)
• Vendors can claim input tax credit and file GST returns per law
• TCS (0.5%) and TDS (0.1%) may apply based on annual turnover; vendors can reclaim these per tax law

Exception – Fraud Investigation Hold:
If HMS TRADE suspects fraud, counterfeit sales, or illegal activity, payment may be escrowed (held in escrow) for up to 14 days pending investigation. HMS TRADE must notify the vendor within 48 hours of the hold with specific details. If investigation clears the vendor, payment is released immediately. If investigation confirms violation, escrowed amount may be forfeited subject to law.

Chargeback & Payment Gateway Reversal:
Chargebacks and payment gateway reversals often occur after 7 days and are deducted from subsequent payouts. HMS TRADE is not liable for chargebacks initiated by banks or payment processors beyond 14 days post-delivery, and such chargebacks may be adjusted against future payouts.

NO ARBITRARY HOLDS BY HMS TRADE: Payout holds are permitted only for:

• Verified fraud or legal claims (escrow mechanism, time-bound)
• Payment gateway reversals or chargebacks (beyond platform control)
• Active regulatory investigation (notice within 48 hours)

General returns or customer disputes do NOT trigger holds—these are deducted from payout calculations only.

4.4 Statutory Deductions (TCS & TDS)

Per Indian tax law:

TCS (Tax Collected at Source):

• 5% TCS is deducted under Section 52 of the CGST Act, 2017 (not Section 194O)
• Applies to all e-commerce transactions above the prescribed threshold
• Vendors can claim credit per GST law

TDS (Tax Deducted at Source):

• 1% TDS is deducted under Section 194-O of the Income Tax Act, 1961
• Applies based on vendor category and annual turnover
• Vendors can claim refunds per tax law

NOTE: These deductions are statutory and comply with Indian tax law. They are NOT platform fees. Vendors should consult their tax advisors on reclamation procedures.

5. LOGISTICS & RETURNS

5.1 Shipping Model

HMS TRADE provides a flat-rate national shipping model of ₹45 (up to 500g), subject to:

• Zone adjustments (communicated separately if applicable)
• Carrier availability and logistics partner changes with 15 days notice where feasible

Vendors mark orders as “Ready to Ship” within 24-48 hours of order confirmation.

5.2 Operational Guidelines (Support-Based, NOT Penalty-Based)

HMS TRADE expects professional vendor conduct but does NOT penalize SLA breaches with financial penalties, arbitrary de-prioritization, or automatic suspension.

Operational Expectations:

• Dispatch orders within 24-48 hours of confirmation
• Acknowledge RTOs within 48 hours of receipt
• Respond to customer queries within 24 hours
• Maintain product quality (defect rate <3%)
• Maintain vendor-initiated cancellation rate <2% per month

Vendor Support, NOT Punishment:
If a vendor struggles with these targets:

• HMS TRADE provides free analytics and dashboard tools to improve performance
• Customer support is available to help troubleshoot issues
• Vendors receive operational recommendations (not warnings or penalties)
• No commission deductions or de-prioritization for operational SLAs

Repeated, Unresolved Performance Issues:
Only if a vendor persistently fails to meet expectations despite support over 10+ consecutive weeks of poor performance may HMS TRADE:

• Suggest category de-listing (temporary, to help refocus)
• Recommend platform exit (mutual agreement)
• Process requires 30 days written notice and opportunity to cure per Schedule E

Clarification: Operational SLAs are non-financial. Material breaches (counterfeits, fraud, violations of law) are separate and governed by Schedule E.

5.3 RTO (Return-to-Origin) Protection

For undelivered orders returned to sender:

• Vendor is liable for Forward Shipping fee only: ₹45
• HMS TRADE will NOT charge reverse shipping costs
• HMS TRADE will NOT deduct commission fees on RTO orders
• HMS TRADE will NOT charge re-listing fees
• HMS TRADE absorbs all reverse logistics costs as a marketplace cost

6. STATUTORY DEDUCTIONS & TAXES

6.1 GST (Goods and Services Tax)

GST (18%) is deducted on:

• Commission charges
• Fixed fees
• Shipping charges

This is a statutory requirement under the Goods and Services Tax Act, 2017.

Vendors can file GST returns and claim input tax credit per law.

6.2 TCS & TDS (Tax Collected at Source & Tax Deducted at Source)

• TCS (0.5%): Deducted under Section 52 of the CGST Act, 2017
• TDS (0.1%): Deducted under Section 194-O of the Income Tax Act, 1961

Both are statutory deductions, reclaimable by vendors per tax law.

7. TERMINATION

7.1 Termination by Either Party

Either party may terminate this Agreement with 30 days written notice to the other party.

Termination notice must be sent via registered email or dashboard notification.

Termination shall take effect upon successful electronic delivery of such notice.

7.2 Immediate Suspension (Material Breach Only)

HMS TRADE may suspend the Vendor’s account immediately without notice ONLY for Material Breach (per Schedule E):

• Selling counterfeit, pirated, or prohibited items
• Fraud or intentional misrepresentation
• Violation of law or regulatory requirements
• Repeated failure to respond to legal claims or government investigations

All other violations permit a 15-day cure period following written notice (per Schedule E).

7.3 Settlement Upon Termination

Upon termination (by either party):

• All pending orders complete their return window
• Payout is calculated per Section 4.3 (Net-7 post-delivery)
• Payment is settled within 7 days of return window closure, subject to Section 4.3 and Schedule E
• Escrowed amounts from investigations released or forfeited per Schedule E

NO 90-day payout holds. Vendors receive their final settlement quickly.

8. DISPUTE RESOLUTION

8.1 Grievance Redressal

All disputes must first be resolved via the Grievance Redressal process per Schedule B.

Grievance Officer:

• Name: Suhas Mariswamy
• Email: hmstrades@gmail.com
• Address: 11th Cross, Ullal Main Road, Muneshwaranagara, Bangalore – 560056, Karnataka, India
• Working Hours: Monday to Friday, 10:00 AM – 6:00 PM IST (excluding public holidays)

Timeline:

• Acknowledgment: 48 hours
• Initial Assessment: 5 business days
• Target Resolution: 1 month
• Escalation: Unresolved complaints escalated to management

8.2 Arbitration (If Grievance Unresolved)

If disputes cannot be resolved via grievance redressal within 60 days, either party may initiate arbitration.

Arbitration Framework:

• Applicable Law: Arbitration and Conciliation Act, 1996
• Seat & Jurisdiction: Bangalore, Karnataka, India
• Arbitrator Appointment:
  • Disputes up to ₹50 lakhs: Single arbitrator (mutually appointed or via Bangalore Centre for Arbitration & Dispute Resolution)
  • Disputes exceeding ₹50 lakhs: Three-member arbitral tribunal
• Language: English
• Procedure: Indian Arbitration Rules or CADR rules (mutually agreed)
• Award: Final, binding, and enforceable under Section 36 of the Arbitration and Conciliation Act, 1996
• Costs: Each party bears own legal expenses unless arbitrator awards otherwise

Important Note: Arbitration is the exclusive forum for dispute resolution. Court jurisdiction is limited to enforcement of arbitral awards and interim relief only (per Schedule E).

9. PLATFORM RIGHTS & AMENDMENTS

9.1 Platform Discretion

HMS TRADE reserves the right to:

• Modify platform features or logistics partners with 15 days notice
• Update algorithms or visibility to improve customer experience, but changes shall not be punitive or discriminatory (Schedule E)
• Update commission rates and fee structures (with 30 days notice)
• Change shipping models
• Update this Agreement from time to time

Material changes to fees will be communicated via email and dashboard notification at least 30 days in advance with explicit click-wrap acceptance.

Material changes to terms will be communicated with 30 days notice. Continued use after 30-day notice constitutes acceptance.

If a Vendor does not accept revised material terms, they may request termination per Section 7.1.

Continued use constitutes acceptance only where explicit click-wrap acceptance is not legally required.

9.2 Communication

All communications sent to the Vendor’s registered email address or dashboard notification are deemed valid, regardless of whether the Vendor reads or acknowledges the message.

Critical communications (suspension notices, termination, investigations) should be confirmed in writing via email.

10. DATA PROTECTION & PRIVACY

10.1 Vendor Compliance

Vendors agree to comply with:

• Digital Personal Data Protection Act, 2023
• Information Technology Act, 2000
• Reserve Bank of India (RBI) guidelines, where applicable
• Ministry of Electronics and Information Technology (MEITY) regulations

Vendors shall:

• Not misuse or share customer personal data
• Maintain confidentiality of customer information
• Report any data breaches immediately to HMS TRADE
• Cooperate with data protection audits

10.2 Confidentiality

Both parties agree to maintain confidentiality of proprietary business information shared under this Agreement:

• During Agreement: Full duration of active vendor status
• Post-Termination: 5 years following termination or account closure

Exceptions: Information already public, independently developed, or legally required disclosure.

11. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

Dispute Resolution: Per Section 8 (Grievance Redressal → Arbitration). Arbitration in Bangalore, Karnataka.

Court Jurisdiction: Limited to enforcement of arbitral awards and interim relief only. No exclusivity beyond these matters.

11.1 Clause Hierarchy

In the event of any conflict or inconsistency between the main body of this Agreement and any Schedule or Addendum, Schedule E (Platform Protection Addendum) shall prevail, followed by other Schedules, and then the main body of this Agreement.

11.2 Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond reasonable control, including acts of God, natural disasters, government actions, strikes, payment network failures, or logistics disruptions.

SCHEDULE A: FEE STRUCTURE

A1. Commission Slabs (Price-Based)

A2. Fixed Closing Fees

Calculation: Fixed fee applies per order, not per product. If an order contains multiple items, the highest applicable fee is charged.

A3. Logistics Charges (Up to 500g, National)

Zone Adjustment: If applicable, zone-based shipping surcharges will be communicated separately with 15 days notice.

A4. Optional Services

SCHEDULE B: GRIEVANCE REDRESSAL

B1. Grievance Officer Contact Details

• Officer: Suhas Mariswamy
• Email: hmstrades@gmail.com
• Address: 11th Cross, Ullal Main Road, Muneshwaranagara, Bangalore – 560056, Karnataka, India
• Working Hours: Monday to Friday, 10:00 AM – 6:00 PM IST (excluding public holidays)

B2. Grievance Resolution Timeline

• Acknowledgment: All complaints acknowledged within 48 hours of receipt
• Initial Assessment: Complaint triaged and assigned within 5 business days
• Target Resolution: Complaints resolved within 1 month of filing
• Escalation: Unresolved complaints escalated to management

B3. Complaint Filing Process

1. Send written complaint to
2. hmstrades@gmail.com
3.  with:

• Complaint reference number (if existing dispute)
• Detailed description of issue
• Order IDs, dates, and supporting evidence
• Expected resolution/compensation

1. Vendor will receive acknowledgment email within 48 hours
2. HMS TRADE will communicate resolution or next steps

B4. Dispute Categories

Grievances may relate to:

• Commission or payout disputes
• Operational issues (shipping, delivery, RTO)
• Product listing or visibility issues
• Return/RTO processing delays
• Policy violation claims
• Account termination or suspension notices

SCHEDULE C: PROHIBITED PRODUCTS LIST

To maintain safety, integrity, and compliance with Indian law, the following items are STRICTLY PROHIBITED:

C1. Illegal & Regulated Substances

• ✗ Narcotics and controlled drugs (cannabis, cocaine, heroin, etc.)
• ✗ Psychotropic substances
• ✗ Prescription medicines without valid pharmacy license
• ✗ Tobacco products (cigarettes, bidis, gutka, etc.)
• ✗ Alcohol and alcoholic beverages
• ✗ Unregulated supplements or health products

C2. Weapons & Explosives

• ✗ Firearms, ammunition, and gun parts
• ✗ Daggers, knives, or combat weapons
• ✗ Firecrackers, fireworks, and explosives
• ✗ Hazardous chemicals (unless properly licensed)
• ✗ Pepper spray and self-defense weapons (restricted in some states)

C3. Counterfeit & Infringing Goods

• ✗ Replica or counterfeit branded products
• ✗ Pirated software or digital content
• ✗ Unauthorized reproductions of copyrighted works
• ✗ Products violating third-party Intellectual Property (IP)
• ✗ Goods sold without proper brand authorization (unless you have NOC)

C4. Adult Content

• ✗ Sexually explicit materials, movies, or books
• ✗ Sexual services or escort listings
• ✗ Nude or pornographic images

C5. Wildlife & Endangered Species

• ✗ Parts of wild animals (ivory, horns, skins, furs, etc.)
• ✗ Endangered or protected plant species
• ✗ Live animals from prohibited categories
• ✗ Products derived from endangered species per CITES

C6. Restricted Electronics

• ✗ Signal jammers or signal disruptors
• ✗ Modified hardware for bypassing security systems
• ✗ Non-BIS certified electronic devices (safety risk)
• ✗ Unlicensed surveillance equipment
• ✗ Hacking tools or cybercrime equipment

C7. Fraudulent or Harmful Items

• ✗ Door-to-door selling schemes or pyramid schemes
• ✗ Lottery tickets or gambling products
• ✗ Defamatory or slanderous content
• ✗ Goods violating cultural or religious sentiments
• ✗ Products recalled by government authorities

Violation Consequences:
Immediate account suspension, listing removal, and escrowed payout forfeiture pending investigation (per Schedule E).

SCHEDULE D: OPERATIONAL GUIDELINES & VENDOR CODE OF CONDUCT

D1. Operational Expectations (Support-Based, NOT Penalty-Based)

HMS TRADE expects professional vendor conduct to ensure customer satisfaction:

• ✓ DISPATCH TIMELINE: Mark orders as “Ready to Ship” within 24-48 hours of confirmation
• ✓ RTO ACKNOWLEDGMENT: Acknowledge returned items within 48 hours of warehouse receipt
• ✓ CUSTOMER RESPONSE: Respond to customer queries/grievances within 24 hours
• ✓ QUALITY STANDARDS: Maintain defect rate <3% (damaged, defective, not-as-described items)
• ✓ CANCELLATION RATE: Keep vendor-initiated cancellation rate <2% per 30-day rolling window

Support Available:
If you struggle with these targets, HMS TRADE provides:

• Free analytics and performance dashboards
• Direct customer support assistance
• Operational recommendations from experienced team
• NO financial penalties or commission deductions for SLA breaches

D2. Enforcement Hierarchy (IMPORTANT)

The following enforcement hierarchy applies only to repeated breaches after support and notice:

1. First Violation: Written notice + operational support offered
2. Second Violation (within 90 days): Account review + compliance discussion
3. Third Violation (within 90 days): Account review + 15-day cure period (per Section 7.2)

Important: This hierarchy applies to operational SLAs only (dispatch, RTO, response time, defect rate, cancellation rate).

Material Breaches (counterfeit, fraud, law violations, IP infringement) bypass this hierarchy and result in immediate suspension (Schedule E).

D3. Fair & Honest Dealing

All Vendors must adhere to these ethical standards:

DO:

• Provide truthful and complete product information
• Ensure all images accurately represent the actual product
• Disclose any product limitations, defects, or use restrictions upfront
• Maintain consistent pricing across HMS TRADE and other channels
• Respond to all customer inquiries professionally within 24 hours
• Address customer complaints and grievances promptly and fairly

DON’T:

• ✗ Use abusive, threatening, or discriminatory language
• ✗ Engage in bid manipulation, artificial demand creation, or fake reviews
• ✗ Post false reviews or use fake customer accounts to inflate ratings
• ✗ Share customer data for unauthorized marketing
• ✗ Refuse service based on protected characteristics

D4. Intellectual Property Respect

• Obtain proper brand authorization (NOC) before selling branded products
• Respect third-party trademarks, patents, and copyrights
• Do not replicate competitor listings or product descriptions
• Report suspected IP infringement to HMS TRADE
• Do not sell counterfeit, pirated, or unauthorized products

D5. Packaging & Shipping Standards

All products must be properly packaged:

• Use protective materials (bubble wrap, foam padding) for fragile items
• Double-box electronic items with cushioning
• Include packing slip with order number and item details
• Use sturdy, corrugated boxes (minimum 3-ply for items >2 kg)
• Include care instructions, user manuals where applicable
• Seal boxes with strong branded tape
• Accurately state package weight and dimensions

DON’T:

• ✗ Include external marketing materials or catalogs
• ✗ Include items not ordered by the customer
• ✗ Include personal contact information for alternative ordering

D6. Consequences of Misconduct (Non-Material Violations)

• First Violation: Written warning and operational support review
• Second Violation: Account review and policy discussion
• Third Violation: Account suspension (7-30 days) pending cure

Timeline: Violations counted within a rolling 90-day window.

Material Violations Override This Hierarchy:
Counterfeit, fraud, IP infringement, legal violations → Immediate suspension per Schedule E.

SCHEDULE E: PLATFORM PROTECTION ADDENDUM

Purpose

This addendum clarifies HMS TRADE’s rights to investigate, suspend, and enforce against Material Breaches while protecting vendor fairness and due process.

E1. Definitions (Material Breach)

Material Breach includes any of the following:

1. Counterfeit or Pirated Goods: Selling counterfeit, replica, or pirated products (Schedule C3)
2. Fraud or Misrepresentation: Intentional false product descriptions, doctored images, or deceptive practices
3. Legal Violations: Violation of law, regulation, or court order (Consumer Protection Act, Legal Metrology Act, etc.)
4. IP Infringement: Selling unauthorized branded goods without NOC, violating trademarks or copyrights
5. Serious Violations of Schedule C: Illegal substances, weapons, or adult content
6. Repeated Operational Violations: 3+ violations of Schedule D within 90 days, despite notice and support
7. Regulatory Non-Compliance: Failure to provide valid KYC, expired insurance (after 30-day grace), non-payment of statutory taxes

Non-Material Violations include:
Operational SLAs (dispatch delay, RTO delay, slow response) unless repeated 3+ times.

E2. Investigation Process (Time-Bound & Fair)

When HMS TRADE suspects a Material Breach:

WITHIN 48 HOURS:

• Vendor notified in writing (email) with specific details of alleged violation
• Reason for action stated clearly
• Vendor given opportunity to respond within 10 business days

WITHIN 10 BUSINESS DAYS:

• Vendor can submit written response, evidence, or explanation
• HMS TRADE reviews vendor’s submission

WITHIN 14 DAYS OF INITIAL NOTICE:

• Investigation concludes
• Final decision communicated to vendor
• If innocent: All escrowed funds released immediately; account fully restored
• If guilty: Account suspended; escrowed payouts forfeited per Section E3

NO INDEFINITE HOLDS: Investigations must conclude within 14 days maximum.

E3. Account Suspension & Payout Forfeiture (Escrow Model)

For Material Breach:

1. Pending Payouts → Escrowed (Not Forfeited Immediately)

• Payouts due during investigation held in escrow
• Escrow account maintained separately
• Not used for HMS TRADE operations

1. Investigation Outcome:

• Innocent: Escrowed amount released within 2 business days
• Guilty: Escrowed amount forfeited only if:
  • Vendor had clear written notice
  • Investigation was fair and time-bound
  • Forfeiture is not unconscionable under Indian law

1. Partial Forfeiture Permitted:

• HMS TRADE may withhold only the amount tied to fraudulent sales
• Example: If 10 out of 100 sales were counterfeit, 10% of pending payouts withheld
• Remainder released even during suspension

E4. Algorithm & Visibility Changes

HMS TRADE reserves the right to modify algorithms and visibility, but changes shall not be punitive or discriminatory.

Prohibited changes:

• ✗ De-prioritizing a vendor solely because they complained or filed a grievance
• ✗ Shadow-banning or hidden de-prioritization without notice
• ✗ Selective de-prioritization based on protected characteristics
• ✗ Arbitrary visibility changes as punishment for SLA breaches

Permitted changes:

• Algorithmic ranking based on product quality, delivery speed, customer satisfaction (applied uniformly)
• Temporary de-listing of specific product categories for compliance review
• Suspension of visibility for vendors under investigation (with notice)

Due Process: If HMS TRADE plans to materially reduce a vendor’s visibility for non-technical reasons, 30 days written notice required with opportunity for the vendor to cure.

E5. Fee Offsets

HMS TRADE does NOT offset pending payouts against:

• Historical chargebacks from other vendors’ orders
• General platform loss or fraud
• Customers’ disputes unrelated to this vendor

Offsets are permitted ONLY for:

• Chargebacks directly attributed to this vendor’s orders (within 180 days of sale)
• Refunds issued to this vendor’s customers
• Commission deductions on this vendor’s returned items (Section 4.2)

E6. Arbitration-Only Dispute Resolution for Material Breaches

For disputes involving alleged Material Breach:

• Grievance officer review: Per Schedule B (first attempt)
• If unresolved: Mandatory arbitration per Section 8.2
• Court involvement: Limited to enforcement of arbitral award only

Vendors agree not to initiate court proceedings for Material Breach claims except for enforcement of arbitral awards or interim relief as permitted by law.

E7. No Retaliation or Collateral Suspension

HMS TRADE will not:

• Suspend a vendor’s account for filing a grievance
• De-prioritize products as retaliation for complaints
• Use investigations as harassment tools
• Suspend multiple accounts (family members, related businesses) based on one vendor’s violation without independent evidence

For avoidance of doubt, HMS TRADE shall not suspend or restrict accounts of related persons or entities unless independent evidence exists of coordinated or linked violations.

E8. Reinstatement Rights

A vendor suspended for Material Breach can request reinstatement review after 90 days by:

1. Submitting written request to
2. hmstrades@gmail.com
3. Demonstrating compliance with relevant laws/policies
4. Providing corrective action plan

HMS TRADE will review within 30 days. Reinstatement not guaranteed but will be considered fairly.

E9. Document Retention & Transparency

HMS TRADE maintains records of:

• Investigation notices and findings
• Vendor responses and evidence reviewed
• Dates and reasons for suspension/termination
• Escrowed payouts and release/forfeiture decisions

Vendors can request a copy of their investigation file within 15 days of account closure.

ACKNOWLEDGMENT & ACCEPTANCE

By completing digital onboarding and ticking “I Agree,” the Vendor accepts these terms as legally binding

This Agreement constitutes a legally binding contract and reflects HMS TRADE’s commitment to fair, transparent, seller-focused e-commerce with strong legal protections for the platform.

The Vendor confirms that they have read, understood, and voluntarily agreed to these terms.

For questions or clarifications, contact:

hmstrades@gmail.com