Terms & Conditions, Seller Agreement, Refund Policy & Legal Framework

Company: LocalSM Effective Date: 1st March 2026 Last Updated: 1st March 2026 Jurisdiction: India Exclusive Jurisdiction: Jabalpur, Madhya Pradesh (High Court of Madhya Pradesh, Jabalpur Bench)

Introduction

These Terms & Conditions (“Terms”) govern access to and use of LocalSM (“Company”, “we”, “our”, “us”, “Platform”).

By accessing, registering, purchasing, selling, browsing, or using the Platform in any manner, you agree to be legally bound by these Terms.

If you do not agree, you must immediately discontinue use.

Nature of the Platform

LocalSM is a technology-enabled marketplace platform that connects independent sellers with buyers.

LocalSM:

Does NOT manufacture products

Does NOT inspect or guarantee product quality

Does NOT own listed inventory

Is NOT a party to buyer-seller contracts

Acts solely as an intermediary technology service provider

All transactions occur directly between buyer and seller.

LocalSM disclaims all responsibility for product defects, safety issues, misrepresentation, or legal compliance of seller goods.

Eligibility

Users must:

Be at least 18 years of age

Have legal capacity to contract

Provide accurate and truthful information

We reserve the right to request identity verification at any time.

Account Responsibility

You are responsible for:

Maintaining confidentiality of login credentials

All activity under your account

Preventing unauthorized access

LocalSM may suspend, restrict, or terminate accounts at its sole discretion, without prior notice.

Seller Agreement (Binding on All Sellers)

5.1 Independent Contractor

Seller is an independent contractor. No employment, agency, partnership, franchise, or joint venture relationship exists.

Seller has no authority to bind LocalSM.

5.2 Seller Obligations

Seller is solely responsible for:

Product quality and safety

Compliance with Indian laws

GST registration and compliance

Tax filing and payment

Consumer Protection Act compliance

Legal labeling and packaging

Intellectual property rights

Import/export regulations

Obtaining necessary licenses

LocalSM bears zero product liability.

5.3 Product Liability

Seller assumes full liability for:

Product defects

Injury claims

Property damage

IP infringement

False advertising

Regulatory violations

Consumer complaints

LocalSM shall not be liable for any seller-related loss.

5.4 Indemnification by Seller

Seller shall indemnify, defend, and hold harmless LocalSM, its founders, directors, shareholders, investors, employees, and affiliates from:

Legal claims

Consumer lawsuits

Government penalties

Regulatory fines

Tax liabilities

Chargebacks

Refund disputes

IP infringement claims

Product safety violations

This obligation survives termination indefinitely.

Fees & Commission

Commission may be deducted automatically.

Fee structure may change without notice.

Payouts may be withheld for investigation.

Fraud losses may be recovered from seller balance.

Negative balances must be repaid immediately.

All fees are non-refundable unless required by law.

Refund & Cancellation Policy

7.1 Buyer Refunds

Refund eligibility depends on seller policy unless legally mandated.

LocalSM does not guarantee refunds unless:

Required by Indian Consumer Protection Act

Payment failure occurred

Duplicate transaction detected

Refund timelines depend on payment gateway processing.

7.2 Seller Refund Responsibility

Seller is responsible for:

Handling returns

Processing refunds

Managing disputes

Covering shipping costs where applicable

LocalSM may mediate but is not liable.

Chargeback & Fraud Policy

If a buyer initiates a chargeback:

Seller bears financial liability

Chargeback fees may be deducted

Investigation costs may be recovered

Funds may be frozen

Fraudulent activity may result in:

Permanent suspension

Legal proceedings

Recovery of losses

Intellectual Property

All platform content including:

Software

UI/UX

Algorithms

Analytics systems

Branding

Databases

Codebase

remain exclusive property of LocalSM.

Unauthorized use is strictly prohibited.

Data & Analytics Ownership

All marketplace data, performance metrics, behavioral analytics, traffic patterns, and insights are exclusive property of LocalSM.

Sellers have no ownership rights in platform data.

Disclaimer of Warranties

Platform is provided on an “AS IS” and “AS AVAILABLE” basis.

LocalSM disclaims:

Merchantability

Fitness for purpose

Uninterrupted availability

Error-free operation

Security guarantees

Data loss responsibility

Limitation of Liability

To the maximum extent permitted under Indian law:

LocalSM shall not be liable for indirect, incidental, punitive, or consequential damages.

We are not liable for loss of profits.

We are not liable for business interruption.

We are not liable for seller misconduct.

We are not liable for third-party service failures.

Total liability shall not exceed fees paid to LocalSM in the preceding 12 months.

Force Majeure

LocalSM shall not be liable for failure or delay due to:

Natural disasters

Government orders

Internet outages

Cyberattacks

Payment gateway failures

Regulatory changes

Compliance with Indian Laws

LocalSM aims to comply with:

Information Technology Act, 2000

Digital Personal Data Protection Act, 2023

Consumer Protection Act, 2019

GST Act

Applicable RBI guidelines (where relevant)

Users and sellers are independently responsible for their legal compliance.

Suspension & Termination

LocalSM may suspend or terminate accounts:

Without prior notice

For fraud suspicion

For compliance risks

For business risk mitigation

For inactivity

For policy violations

Funds may be held during investigation.

Dispute Resolution

Parties shall attempt resolution through good-faith negotiation.

If unresolved:

Disputes shall be subject to arbitration under Indian Arbitration & Conciliation Act.

Seat of arbitration: Jabalpur, Madhya Pradesh.

Courts at Jabalpur, Madhya Pradesh shall have exclusive jurisdiction.

Matters subject to court shall fall under High Court of Madhya Pradesh, Jabalpur Bench.

Governing Law

These Terms are governed by the laws of India.

Survival

The following survive termination:

Indemnification

Limitation of liability

IP ownership

Data ownership

Arbitration

Governing law

Amendment

LocalSM may update these Terms at any time.

Continued use constitutes acceptance.

Safety

The Company doesn't guarantee the exclusive safety of the product you received.

Corporate Veil Protection & Limited Liability Structure

LocalSM operates as a separate legal entity under applicable Indian corporate laws.

All users, sellers, customers, and third parties acknowledge and agree that:

LocalSM is an independent corporate entity.

No shareholder, director, founder, employee, or investor shall be personally liable for company obligations.

All liabilities are strictly limited to the assets of LocalSM as a corporate entity.

No personal assets of directors, shareholders, or founders may be pursued for company-related disputes.

Users and sellers expressly waive any attempt to “pierce the corporate veil” except where mandated by non-waivable Indian law.

Nothing in this Agreement shall be interpreted as creating personal liability for:

Directors

Founders

Investors

Advisors

Employees

Contractors

Director & Founder Liability Protection Clause

To the maximum extent permitted under Indian law:

Directors and officers shall not be personally liable for acts performed in good faith within the scope of their duties.

Strategic business decisions, risk management decisions, compliance interpretations, or operational changes shall not create personal liability.

No director or founder shall be liable for:

Platform downtime

Seller misconduct

Product defects

Regulatory changes

Financial losses

Third-party service failures

Users and sellers agree that all claims must be brought solely against LocalSM as a corporate entity.

Directors and founders are expressly designated as third-party beneficiaries of all indemnity clauses.

Investor Protection Clause

All investors, shareholders, and financial backers:

Have no operational liability.

Bear no responsibility for seller actions.

Bear no responsibility for product claims.

Are protected from third-party claims arising from platform usage.

Users waive claims against passive investors.

Escrow-Based Risk Management Model

To mitigate fraud and regulatory exposure, LocalSM may operate an escrow-based settlement model.

Under this model:

Buyer payments may be temporarily held.

Funds may be released to sellers after defined verification.

Funds may be withheld for disputes, chargebacks, fraud risk, or compliance checks.

Settlement timelines may vary depending on risk profile.

LocalSM reserves the right to:

Delay payouts for risk analysis.

Freeze funds during investigations.

Deduct penalties, refunds, chargebacks, or legal costs.

Reverse settlements where legally required.

This escrow structure is implemented solely for risk mitigation and compliance stability.

Enterprise-Grade Compliance Layer

LocalSM maintains a structured compliance framework including:

25.1 Regulatory Monitoring

Monitoring of Indian IT laws

Consumer Protection Act compliance tracking

GST and taxation compliance oversight

DPDP Act alignment

Payment gateway regulatory alignment

25.2 Risk-Based Account Review

Accounts may be flagged based on:

High refund ratios

Suspicious transaction behavior

Rapid listing uploads

IP violation reports

Consumer complaints

Chargeback frequency

Accounts may be restricted without prior notice for risk containment.

25.3 Know Your Seller (KYS) Verification

LocalSM may require:

PAN verification

GST verification

Bank account validation

Identity proof

Business registration documentation

Failure to comply may result in suspension.

25.4 Anti-Fraud & Abuse Detection

LocalSM may deploy:

Automated fraud detection systems

Transaction monitoring algorithms

Behavioral analytics

IP tracking

Device fingerprinting

Users consent to such monitoring for platform safety.

Platform Risk Allocation

All commercial risk is allocated as follows:

Product risk → Seller

Shipping risk → Seller (unless otherwise agreed)

Regulatory risk → Seller

Tax risk → Seller

Payment processing risk → Payment gateway provider

Technology infrastructure risk → Limited to LocalSM’s internal systems

LocalSM does not guarantee commercial success of sellers.

Business Continuity & Shutdown Protection

LocalSM reserves the right to:

Pivot business models

Modify marketplace structure

Introduce new policies

Suspend operations

Cease operations entirely

In the event of shutdown:

Liability shall remain limited under Section 12.

No future business expectation claims shall be entertained.

No Fiduciary Relationship

Nothing in this Agreement creates:

Fiduciary duty

Agency relationship

Trust relationship

Partnership

Employment

All parties act independently.

Class Action Waiver

To the maximum extent permitted by Indian law:

Users and sellers agree that disputes shall be resolved individually.

No class actions, collective suits, or representative proceedings shall be permitted.

Severability

If any clause is deemed unenforceable:

Remaining clauses remain valid.

Invalid clause shall be modified to the minimum extent required.

Entire Agreement

This document constitutes the entire agreement between parties.

It supersedes all prior understandings, oral or written.

Contact

Company Name: LocalSM Registered Address: Maharajpur, Jabalpur Email: dubey0079@gmail.com Jurisdiction: Jabalpur, Madhya Pradesh, India