Kutoot Business

1.1 "Platform"

"Platform" means the Kutoot Business application, web interface, merchant dashboard, QR systems, and associated merchant technology systems operated by Kutoot.

1.2 "Services"

"Services" means services provided by Kutoot including merchant onboarding, discount hosting, analytics, rankings, campaigns, payment facilitation, and related merchant services.

1.3 "Customer"

"Customer" means any end-user using Kutoot to transact with a Merchant.

1.4 "Transaction"

"Transaction" means any successful redemption, payment, booking, reward activity, or campaign interaction facilitated through Kutoot.

1.5 "Performance Score"

"Performance Score" means the system-generated score assigned to a Merchant based on defined operational and platform parameters.

2.1

Kutoot Business is a technology-enabled merchant engagement and commerce platform facilitating:

• Merchant visibility
• Discount-led engagement
• Payment facilitation
• Merchant analytics and insights
• Rankings and reward systems

2.2

Kutoot does not:

• Sell merchant goods or services
• Act as an agent of the Merchant
• Guarantee demand, sales, or revenue
• Guarantee rankings, visibility, or rewards

2.3

The Merchant is solely responsible for:

• Sale and delivery of goods/services
• Pricing accuracy
• Customer support and refunds
• Compliance with applicable laws
• Business operations

3.1

The Merchant represents and confirms that:

• It is legally eligible to enter into this Agreement
• All information provided is true, accurate, and complete
• It holds all necessary licenses, registrations, and approvals

3.2

The Merchant shall provide:

• KYC documentation
• Bank account details
• Business registration details
• GST details and other compliance documents where applicable

3.3

Kutoot reserves the right to:

• Approve or reject merchant onboarding
• Conduct periodic verification checks
• Request updated documents or information

4.1

All discounts, offers, and campaigns listed on the Platform shall be treated as valid and binding during the active period.

4.2

The Merchant shall:

• Honour all valid redemptions
• Maintain reasonable service quality
• Provide accurate offer details

4.3

The Merchant shall not:

• Artificially inflate prices
• Discriminate against Kutoot users
• Misuse campaign systems
• Create fake promotional activity

5.1

Kutoot operates a proprietary performance scoring and ranking system.

5.2

Performance Scores may be calculated using factors including:

• Discount competitiveness
• Conversion rates
• Transaction volumes
• Repeat customer ratios
• Referral metrics
• Customer ratings and feedback
• Complaint and cancellation rates
• Service fulfilment reliability

5.3

The Merchant acknowledges that:

• The scoring methodology is dynamic and proprietary
• Rankings and scores may change periodically
• Kutoot may update scoring logic, parameters, and calculations from time to time

5.4 Public disclosure & visibility

The Merchant agrees that Kutoot may publicly display:

• Performance Scores
• Rankings and leaderboard positions
• Category rankings
• Performance indicators
• Comparative insights
• Badges, tiers, and classifications

Who may see this information

Such information may be visible to:

• Customers
• Other merchants
• General platform users

5.5 Score transparency

Kutoot may display:

• Parameter-wise score breakdowns
• Graphical score representations
• Comparative performance insights

Transparency acknowledgement

The Merchant acknowledges that such transparency is a core feature of the Platform.

5.6 Anti-manipulation

Any attempt to manipulate platform systems, including:

• Fake or self-generated transactions
• Artificial referrals
• Collusive practices
• Reward abuse

Consequences

may result in:

• Immediate suspension
• Score invalidation
• Payout holds
• Reward reversals
• Account termination
• Legal action

6.1 Commission & fees

The Merchant agrees that Kutoot may charge:

• Transaction-based commissions
• Performance-based commissions
• Promotional or campaign fees
• Platform or service fees

6.2

Kutoot may:

• Modify fee structures with reasonable notice
• Introduce new pricing models or service structures

6.3 Performance-based reward distribution

Kutoot may operate performance-based reward, incentive, or revenue-sharing programs for eligible merchants.

Merchants may receive a proportion of platform-generated incentive or reward pools based on factors including:

• transaction performance
• customer engagement
• sales activity
• platform contribution
• merchant rankings
• operational performance

7.1 Settlement cycle

Payments may be settled on a 15 to 20 days basis, subject to:

• Payment gateway timelines
• Banking systems
• Compliance verification
• Settlement reconciliation

7.2 Deductions

Kutoot may deduct:

• Commissions
• Refunds and chargebacks
• Campaign adjustments
• Applicable taxes
• Settlement corrections

7.3 Hold & review

Kutoot may:

• Withhold payouts
• Maintain temporary reserves

Circumstances for hold or review

in cases involving:

• Fraud suspicion
• High dispute ratios
• Compliance risks
• Verification reviews

7.4 Reconciliation

Merchants must raise settlement discrepancies within 15 days, failing which records may be treated as accepted.

8.1

Fraudulent or abusive activities include but are not limited to:

• Fabricated transactions
• Discount abuse
• Fake customer activity
• Data misuse
• Manipulation of rankings or rewards

8.2

Kutoot may:

• Suspend accounts
• Withhold payouts
• Reverse rewards
• Restrict campaign participation
• Initiate legal proceedings

10.1

Both Parties shall comply with applicable laws including the Digital Personal Data Protection Act, 2023.

10.2

The Merchant shall:

• Use customer data only for service fulfilment
• Not misuse or disclose customer data
• Maintain confidentiality of customer information

10.3

Kutoot retains ownership of:

• Aggregated data
• Platform analytics
• Operational insights
• Scoring methodologies

11.1

The Merchant shall remain solely responsible for:

• GST compliance
• Tax filings
• Invoicing obligations
• Statutory compliance

11.2

Kutoot may:

• Deduct applicable taxes
• Comply with TDS/TCS obligations where applicable

Grounds

Kutoot may suspend or terminate merchant access:

• Immediately in cases involving fraud
• For policy violations or compliance concerns
• For inaccurate KYC or business information

Consequences

Consequences may include:

• Account deactivation
• Withholding of payouts
• Removal from campaigns or rankings
• Reward reversals

Governing law & jurisdiction (summary)

Governing Law: India

Jurisdiction: Bengaluru courts

17.1 Governing law

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

17.2 Jurisdiction

Subject to the provisions of arbitration mentioned below, the courts located in Bengaluru, Karnataka, India, shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.

17.3 Amicable resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, the Parties shall first attempt to resolve the dispute through good faith negotiations within 30 (thirty) days from the date on which either Party notifies the other Party of the dispute.

17.4 Arbitration

If the dispute cannot be resolved through amicable negotiations within the above period, the dispute shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time.

• The arbitration shall be conducted by a sole arbitrator mutually appointed by both Parties.
• If the Parties fail to agree on the appointment of an arbitrator within 15 (fifteen) days, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
• The seat and venue of arbitration shall be Bengaluru, Karnataka, India.
• The language of arbitration shall be English.
• The decision of the arbitrator shall be final and binding upon the Parties.

17.5 Interim relief

Nothing in this clause shall prevent either Party from seeking interim or injunctive relief from a competent court in Bengaluru, Karnataka, if necessary to protect its rights pending the outcome of arbitration.

18.1 Right to amend

Kutoot reserves the right, at its sole discretion, to modify, update, or revise this Agreement from time to time in order to reflect changes in legal requirements, business practices, services offered, or platform policies.

18.2 Notification of changes

Any amendments to this Agreement may be communicated to the Merchant/User through platform notifications, email communication, or publication on the Kutoot platform or website.

18.3 Acceptance of amendments

Continued use of the Kutoot platform, services, or any related features after the effective date of such amendments shall constitute acceptance of the revised Agreement.

18.4 Right to discontinue use

If the Merchant/User does not agree with any modification to this Agreement, the Merchant/User may choose to discontinue the use of the platform and terminate the relationship in accordance with the termination provisions of this Agreement.

18.5 Superseding effect

Any amended version of this Agreement shall supersede all previous versions, unless explicitly stated otherwise.