ROLE: MANUFACTURER · RMCxxxxxx

Manufacturer Agreement & Terms of Service

Effective: 01 July 2026 · Last updated: 22 July 2026

This Agreement is entered into between RBUY Marketing Private Limited (operating as ROOPAY SHOPPE™, “the Platform”) and you (“the Manufacturer”). By activating the Manufacturer role (RMC ID), you confirm that you have read, understood, and agree to be bound by all terms below.

1. Eligibility & Role

›This Agreement applies exclusively to registered manufacturing entities or individuals holding a valid Manufacturer (RMCxxxxxx) role on ROOPAY SHOPPE™.

›You must be a legally registered manufacturing business with a valid factory licence, GST registration, and PAN. Sole proprietors engaged in manufacturing are eligible provided they hold the required licences for their product category.

›The Manufacturer role grants you API access to the Platform for bulk inventory synchronisation, order management integration, and automated billing.

›Your Manufacturer role remains active for 365 days from activation and must be renewed annually with updated KYC documents.

›The RMC role is distinct from the Seller (RSC) role. As a Manufacturer, you may sell both retail (B2C) and wholesale (B2B) through the Platform.

2. KYC Requirements

Full KYC verification is mandatory before listing any product or accessing the Platform API. Required documents:

FACTORYValid Factory Registration Certificate / Manufacturing Licence issued by the competent authority for your product category (e.g. FSSAI for food, BIS for electronics, Drug Licence for pharmaceuticals).

GSTValid GST Registration Certificate (GSTIN) — mandatory for all Manufacturers.

PANPermanent Account Number (PAN) of the business entity. Manufacturers without PAN are subject to higher TDS rates.

BANKBank account number and IFSC code for settlement — must be in the registered business name.

BUSINESSCertificate of Incorporation (for companies) or Partnership deed / Proprietorship declaration (for other entity types).

All submitted documents are encrypted using AES-256 and stored on secure private cloud storage. Submission of forged or expired documents is a criminal offence and will result in immediate termination, forfeiture of wallet balance, and reporting to law enforcement.

3. Product Listing Rules

›You may only list products that you manufacture, hold a valid licence to manufacture, and are legally permitted to sell in India.

›All products must comply with the Bureau of Indian Standards (BIS), FSSAI, Drug & Cosmetic Act, Weights & Measures Act, and any other sector-specific regulations applicable to your product category.

›Product listings must include: accurate product name, description, specifications, MRP, HSN code, unit of measurement, country of origin (“Made in India” where applicable), batch number (for regulated products), and expiry date (for perishables and pharmaceuticals).

›All product imagery must be original photographs of your own manufactured goods. Misleading images or use of third-party product images is prohibited.

›Stock levels must be maintained accurately. Bulk orders confirmed but not fulfilled due to inaccurate stock represent a material breach of this Agreement.

›The Platform reserves the right to require product samples, certifications, or third-party test reports before approving listings in regulated categories (food, electronics, pharmaceuticals, toys, etc.).

4. Platform Service Charge — 5%

The Platform levies a 5% service charge on you (the Manufacturer) for every successfully completed order. This is deducted from your settlement. The split:

1%To your own BW Available + BW Spendings (equal value to both).

1%To your assigned Marketing Executive (ME) Wallet + ME BW Spendings.

3%To the Admin Share Wallet (Platform revenue pool for BW share distribution).

The 5% charge applies on the net order value. Slab: Rs. 1–95 = Rs. 5; Rs. 96–190 = Rs. 10; every Rs. 95 increase adds Rs. 5.

The 5% charge is not levied on internal top-ups, wallet transfers, or ME recharges. It applies only on product/service transaction settlements.

5. Order Fulfilment Obligations

3 DAYSYou must confirm or reject an order within 3 days (72 hours) of placement. For bulk/B2B orders, custom timelines may be negotiated at the time of listing but must be clearly disclosed to buyers. Failure to respond to standard orders results in automatic cancellation and full refund to the buyer.

48 HRSAfter confirming a standard retail order, dispatch must occur within 48 hours. Custom-manufactured or made-to-order items may have a disclosed lead time at listing.

QUALITYProducts must match the listed specification exactly. As a manufacturer, you bear full product liability. Substandard, defective, or mislabelled goods must be recalled and replaced at your cost.

25 HRSPayment is released to your Manufacturer Wallet 25 hours after delivery confirmation, provided no cancellation or return request has been raised by the buyer.

APIManufacturers with API access must keep inventory, pricing, and order status in sync. Inaccuracies arising from API integration errors are your responsibility.

6. Shipping & Delivery

COSTShipping cost is borne entirely by the Manufacturer. Actual courier cost is deducted from your settlement. You are responsible for handing over parcels in correct, safely packaged condition to the assigned courier/delivery partner.

PARTNERSYou may use Platform-integrated courier services (Shiprocket) or assign a Roopay Delivery Partner (DVL). For bulk B2B shipments, you may use your own logistics provider provided you update tracking details on the Platform within 24 hours of dispatch.

CODCOD orders use a Platform-generated secure QR for payment collection. Do not accept cash outside this system.

DAMAGEManufacturers are responsible for safe packaging. Damage caused by inadequate packaging is your liability. The Platform will charge return/replacement costs to your wallet in such cases.

7. Returns, Refunds & Recalls

7 DAYSBuyers may raise a return request within 7 days of delivery.

DEFECTFor manufacturing defects, the buyer may raise a claim within 30 days of delivery with photo/video evidence. Manufacturing defect claims are escalated to admin and resolved within 7 working days.

PROPOSEYou may propose an alternative resolution: replacement, partial refund, or exchange. The buyer may accept or counter-propose through the Platform's dispute flow.

RECALLIn the event of a regulatory recall or safety issue affecting a product batch, you must notify the Platform immediately. All affected active orders must be cancelled with full refund, at your cost.

REFUNDOn an approved return, the buyer receives a full refund to their Roopay Wallet. The order amount is debited from your Manufacturer Wallet. Return shipping cost is also borne by you.

ADMINUnresolved disputes are escalated to Platform admin after 72 hours. Admin's decision is final and binding.

8. API Access & Integration

›The Manufacturer (RMC) role includes API access for inventory synchronisation, bulk order management, and automated invoicing. API credentials are issued after KYC verification and role approval.

›API access is non-transferable and must not be shared with third parties. Misuse of API credentials will result in immediate revocation and account suspension.

›You are responsible for securing your API credentials. The Platform is not liable for unauthorised use arising from your credential mishandling.

›The Platform reserves the right to throttle, limit, or revoke API access in the event of abuse, excessive load, or policy violation.

9. Manufacturer Wallet & Withdrawals

›Your Manufacturer Wallet holds your available earnings after deduction of the 5% platform charge, TDS, and TCS.

›One-withdrawal rule: Only one active withdrawal at a time. A new withdrawal cannot be initiated until the previous one has been credited to your bank account.

›Withdrawals require fully verified KYC (Factory Licence + GST + PAN + Bank). Manufacturers with incomplete KYC cannot withdraw.

›Settlement target: 2–5 business days from withdrawal request.

10. BW (Business Wallet) Position

›Every completed order credits your BW Spendings with the order amount, building your position in the Platform's hourly share distribution system.

›The 1% from your 5% platform charge is credited to your BW Available and BW Spendings, giving you passive income from the Admin Share pool every hour.

›Manufacturers with high sales volumes benefit significantly from BW share distribution proportional to their position.

11. Tax Obligations

TDS — Section 194O (Income Tax Act, 1961)

The Company deducts TDS at 0.1% of gross sales above Rs. 5,00,000 annually under Section 194O using TAN MRIR02476F. Manufacturers without a valid PAN pay TDS at 5%. Form 16A is issued quarterly. PAN must match the manufacturing entity's registration.

TCS — CGST Act, Section 52

The Company collects TCS at 1% (0.5% CGST + 0.5% SGST, or 1% IGST for inter-state) on your net sales value and files GSTR-8 by the 10th of the following month. This TCS appears in your GSTR-2A and can be claimed as input tax credit.

GST — Manufacturer Compliance

Manufacturers must accurately reflect all Platform sales in their own GST returns (GSTR-1/GSTR-3B). The Platform issues monthly transaction statements to assist your filing. Platform service charges (5%) attract 18% GST on which the Company is the supplier and issues a tax invoice.

Input Tax Credit (ITC)

GST paid on Platform service charges is eligible for ITC in your hands, subject to the usual ITC eligibility conditions under the CGST Act.

12. Intellectual Property

›You retain all intellectual property rights in your manufactured goods, brands, patents, and trade secrets.

›By listing on the Platform, you grant RBUY Marketing Private Limited a non-exclusive, royalty-free licence to display, reproduce, and promote your product listings and brand within the Platform and its marketing materials.

›You warrant that your products do not infringe any third-party patent, trademark, copyright, or trade secret. You indemnify the Platform against all claims arising from such infringement.

›The Platform's technology, API, design, and software remain the exclusive property of RBUY Marketing Private Limited.

13. Product Liability & Compliance

›As a Manufacturer, you bear full product liability for defects, safety hazards, or regulatory non-compliance. The Platform is a marketplace and is not the seller or manufacturer of any listed product.

›You must maintain adequate product liability insurance for regulated product categories.

›Any regulatory action (FSSAI notice, BIS recall, Drug Controller action) relating to your products must be notified to the Platform within 24 hours.

›The Platform may delist your products or suspend your account in response to regulatory notices, without liability to you.

14. Prohibited Conduct

›Listing products that are not manufactured or licensed by you.

›Conducting sales outside the Platform to avoid the 5% service charge.

›Misusing API access to scrape competitor data or manipulate Platform systems.

›Creating fake orders, fake reviews, or colluding with buyers for fraudulent refunds.

›Using the Platform for money laundering, tax evasion, or any illegal financial activity.

›Sharing API credentials or RMC login access with third parties.

15. Account Suspension & Termination

›The Platform may suspend or terminate your Manufacturer account immediately for material breach of this Agreement, without prior notice.

›On termination for breach, wallet balance may be frozen pending investigation and recovery of outstanding obligations (pending returns, refunds, recall costs).

›API access is revoked immediately upon account suspension or termination.

›You may voluntarily deactivate your Manufacturer role. All outstanding orders must be fulfilled before deactivation is complete.

›Wallet balance remains accessible for withdrawal for 90 days post-expiry or deactivation.

16. Limitation of Liability

The Platform provides marketplace technology and is not the manufacturer or seller of any listed product. RBUY Marketing Private Limited is not liable for:

›Product defects, regulatory non-compliance, or safety hazards arising from your manufactured goods.

›Delivery delays caused by third-party courier partners.

›API downtime, integration failures, or data loss from your own systems.

›Any indirect, consequential, or punitive damages arising from your use of the Platform.

The Platform's maximum liability to any Manufacturer shall not exceed one month's net sales settled in the immediately preceding calendar month.

17. Amendments

RBUY Marketing Private Limited reserves the right to amend these Terms at any time. Manufacturers will be notified via Platform and registered email/mobile. Continued use of the Manufacturer role after the amendment date constitutes acceptance of the revised Terms.

18. Governing Law & Dispute Resolution

›This Agreement is governed by the laws of the Republic of India.

›Disputes shall first be raised through the Platform's internal resolution mechanism.

›Unresolved disputes are subject to the exclusive jurisdiction of competent courts in Tamil Nadu, India.

›The language of this Agreement and all proceedings shall be English.

Declaration

By activating the Manufacturer (RMC) role on ROOPAY SHOPPE™, you confirm that you have read and understood this Agreement in full, and that you agree to be legally bound by its terms including all tax, compliance, product liability, and API usage obligations.

RBUY Marketing Private Limited

CIN: U51909TN2018PTC123874 · PAN: AAJCR0650F · GST: 33AAJCR0650F1ZP · TAN: MRIR02476F · UAN: TN32D0015605

2/716-8 VOC Nagar, Soolakkaraimedu, Tamil Nadu — 626003, India

support@roopayshoppe.com · 0091-9952411895 · www.roopayshoppe.com