Legal Documentation - Business Partner Terms

Last Updated on: 15th April 2025

By accessing or using the Bino Platform ("Platform") as a business partner, you acknowledge that you have read, understood, and agree to be bound by these Bino Business Partner Terms ("Terms"). If you do not agree with any part of these Terms, you must refrain from using or accessing the Platform. These Terms form a binding legal agreement between:

Bohni Tech Private Limited ("Bino"), a company incorporated in Bangalore, India; and

You, the business entity or individual who uses or accesses the Platform as a business partner ("Partner").

Bino and the Partner are collectively referred to as the "Parties" and individually as a "Party."

1. Definitions

1.1 Platform: Bino's WhatsApp-based search service that allows users to find products/services and receive offers in real time.

1.2 Catalog: Product and/or service listings, including prices, descriptions, stock levels, and other relevant details that Partner provides to Bino for display on the Platform.

1.3 Best Price Guarantee: Partner's commitment to offer prices on the Platform that are equal to or lower than the prices offered on any other sales channels, including Partner's own website, physical store(s), and third-party platforms.

1.4 Tiered Membership: The system by which Bino categorizes Partners (e.g., Basic, Premium, Enterprise) based on factors such as profile completeness, compliance with these Terms, and order fulfillment history.

2. Partner Obligations

2.1 Best Price Guarantee

A. Price Parity: Partner agrees to maintain equal or lower prices on the Platform compared to all other online or offline channels.

B. Price Adjustments: Partner shall promptly update its Bino prices if lower prices become available elsewhere.

C. Audit Rights and Penalties: Bino may audit Partner's pricing at its discretion. If Partner is found in breach of the Best Price Guarantee, Bino may impose penalties, suspend Partner's account, or terminate these Terms immediately.

2.2 Catalog Accuracy & Order Fulfillment

A. Real-Time Updates: Partner must keep Catalog details accurate and current at all times, including (but not limited to) pricing, stock levels, and product/service descriptions.

B. Order Acceptance and Fulfillment: Once an order is received through the Platform and accepted by Partner, Partner shall honor and fulfill it. Repeated order cancellations or failures to fulfill orders may result in penalties, suspension, or removal from the Platform.

C. Liability for Listings: Partner is solely responsible for the accuracy, legality, and completeness of the products/services listed in the Catalog.

2.3 Tiered Membership

A. Tier Criteria

Partner's Tier is determined by factors including (but not limited to):

  • Profile completeness (e.g., product images, detailed descriptions, prompt response times)
  • Compliance with the Best Price Guarantee
  • Order fulfillment performance and customer feedback

B. Tier Benefits: Higher Tiers may receive enhanced visibility in search results, reduced commissions, or opportunities for sponsored listings.

C. Upgrades/Downgrades: Bino reserves the right to update or change Partner's Tier at its sole discretion based on performance, compliance, or any other relevant factors.

3. Fees & Payments

3.1 Flexible Fee Structure: Bino employs a dynamic fee model, which may include commissions, onboarding fees, and/or sponsored listing fees. Partner must refer to the Platform or any designated dashboard for real-time fee updates.

3.2 Payment Terms: All applicable fees ("Fees") shall be paid by Partner in accordance with the instructions and timelines communicated by Bino. Fees are generally non-refundable, except as required by law.

3.3 Changes to Fees: Bino may modify the Fee structure at its sole discretion. Continued use of the Platform after any Fee change constitutes acceptance of such changes.

4. Liability & Indemnification

4.1 Partner's Liability

Partner is solely responsible for:

  • Any misrepresentations, inaccuracies, or omissions in its Catalog
  • The quality, safety, delivery, and legality of its products/services
  • Compliance with all applicable laws and regulations (e.g., consumer protection, product standards, data privacy)

4.2 Bino's Liability: Bino acts as a facilitator providing the Platform for informational and transactional purposes. Bino shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or related to Partner's products/services, order fulfillment, or any transactions between Partner and customers.

4.3 Indemnification

Partner agrees to indemnify, defend, and hold harmless Bino, its affiliates, directors, officers, and employees from and against all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of:

  • Partner's breach of these Terms or applicable law
  • Any negligent, fraudulent, or unlawful act by Partner or its representatives
  • Third-party claims related to Partner's products/services, including intellectual property infringement, product liability, or consumer disputes

5. Termination

5.1 Termination with Notice: Either Party may terminate these Terms for convenience by providing at least seven (7) days' written notice (including email or other modes of electronic communication).

5.2 Immediate Termination by Bino

Bino may terminate these Terms immediately if Partner:

  • Repeatedly breaches the Best Price Guarantee
  • Consistently fails to update Catalogs, leading to customer harm or complaints
  • Engages in fraud, illegal activity, or conduct detrimental to Bino's reputation

5.3 Effects of Termination

  • Upon termination, Partner's listings shall be removed from the Platform
  • Partner must discontinue any use of Bino branding or marketing materials
  • Partner remains liable for any outstanding Fees and for fulfilling any pending orders accepted prior to termination

6. Miscellaneous

6.1 Governing Law & Dispute Resolution: These Terms shall be governed by and construed in accordance with the laws of India. The courts of Bangalore shall have exclusive jurisdiction over any disputes arising out of or related to these Terms.

6.2 Amendments: Bino may modify these Terms at its sole discretion by posting revised terms on its website or Platform. The "Last Updated" date at the top of these Terms indicates when the latest modifications were made. Continued use of the Platform after any modifications are posted constitutes acceptance of such modifications.

6.3 Notices: All notices required under these Terms shall be given in writing via email or any other communication method designated by Bino. Notices to Partner will be sent to the email address registered with Bino.

6.4 No Partnership or Agency: Nothing in these Terms shall be deemed to create a joint venture, partnership, franchise, or agency relationship between the Parties.

6.5 Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remainder of the Terms shall continue in full force and effect.

6.6 Entire Agreement: These Terms, together with any referenced documents or policies, constitute the entire agreement between the Parties regarding the subject matter herein, superseding all prior agreements or understandings, whether written or oral.

7. Acceptance

By proceeding with registration or continuing to use the Platform, you represent and warrant that you are authorized to bind the Partner and that the Partner agrees to be bound by these Terms. If you do not agree to all of these Terms, you must not use or access the Platform.