SaaS TERMS OF SERVICE (Vendor Agreement)
Version: v1.0
Effective Date: 01-Jan-2026

This document may be available in multiple languages for convenience. In case of any inconsistency, the English version shall prevail.

1. Definitions

"Platform" means the software application and related services provided by Prosper ERP Solutions, accessible via the domain b2bdist.in (including all subpaths and interfaces), through which Vendors manage their business operations.

"Vendor" means any individual or business entity that subscribes to and uses the Platform.

"End Customer" means any third party who interacts or transacts with the Vendor through the Platform.

"Services" means the access to and use of the Platform and its features provided by Prosper ERP Solutions on a subscription basis.

2. Nature of Service

2.1 SaaS Platform
Prosper ERP Solutions provides a software-as-a-service (SaaS) platform ("Platform") that enables Vendors to manage their business operations, including listings, orders, and customer interactions.

2.2 Independent Vendor Operations
The Vendor acknowledges that, although the Platform is hosted on a centralized domain owned and controlled by Prosper ERP Solutions, each Vendor operates independently and is solely responsible for its business activities, including products or services offered, pricing, order fulfillment, customer interactions, and compliance with applicable laws.

2.3 No Participation in Transactions
Prosper ERP Solutions does not act as a seller, intermediary, agent, or participant in any transaction between the Vendor and its customers, and shall have no responsibility or liability in relation to such transactions.

2.4 Domain and Platform Access
The Vendor acknowledges that access to the Platform via b2bdist.in (or related interfaces) is provided solely for the purpose of delivering SaaS services and does not grant the Vendor any ownership, rights, or interest in the domain, software, or underlying infrastructure.

2.5 License Grant
Subject to this Agreement, Prosper ERP Solutions grants the Vendor a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the subscription term.

2.6 Ownership and Intellectual Property
All rights, title, and interest in and to the Platform, including the domain, software, and underlying technology, remain exclusively with Prosper ERP Solutions. Nothing in this Agreement shall be construed as transferring any ownership or intellectual property rights to the Vendor.

2.7 Platform Control and Modifications
Prosper ERP Solutions retains full control over the Platform and may modify, update, suspend, or discontinue any part of the Platform or its features at its discretion for maintenance, security, or compliance purposes.

2.8 Nature of Access
Access to the Platform is provided as a service and does not constitute a sale, lease, or transfer of the software, domain, or any associated infrastructure.

2.9 Vendor Representation
The Vendor shall not represent the Platform as a marketplace operated by Prosper ERP Solutions and shall ensure that its customers understand that transactions are conducted directly with the Vendor.

3. No Involvement in Transactions

The Vendor acknowledges that:
All transactions are conducted solely between the Vendor and the End Customer

Prosper ERP Solutions does not:

• Sell products or services
• Handle payments
• Manage delivery or logistics
• Provide warranties on behalf of Vendors

4. Vendor Responsibilities

The Vendor is solely responsible for:

• Displaying business name and relevant contact details
• Product/service accuracy and legality
• Pricing and tax compliance (including GST, if applicable)
• Order fulfillment and delivery
• Customer support and dispute resolution
• Returns, refunds, and cancellations
• Compliance with all applicable Indian laws

5. Payments

All payments (including Cash on Delivery or online payments) are processed directly between the Vendor and End Customer.

Prosper ERP Solutions does not collect, process, store, or settle payments.

6. Subscription & Fees

• Vendor agrees to pay subscription fees for access to the Platform
• Fees are non-refundable unless otherwise stated
• Failure to pay may result in suspension or termination

7. Data & Privacy

7.1 Role of Parties
Vendor = Data Controller
Prosper ERP Solutions = Data Processor

7.2 Data Usage
Prosper ERP Solutions processes End Customer data only to provide the Platform services to the Vendor.

7.3 Vendor Obligations
Vendor must:

• Obtain necessary customer consents
• Comply with applicable data protection laws

8. Acceptable Use Policy

Vendor agrees NOT to use the Platform for:

• Illegal or fraudulent activities
• Sale of prohibited or regulated goods without authorization
• Misleading or deceptive practices
• Infringing intellectual property rights

9. Suspension & Termination

Prosper ERP Solutions reserves the right to suspend or terminate access if:

• Vendor violates terms
• Fraud or abuse is detected
• Required by law

10. Disclaimer of Liability

The Platform is provided "as is" without warranties of any kind.

Prosper ERP Solutions shall not be liable for:

• Vendor-customer disputes
• Product defects or service failures
• Losses arising from Vendor operations
• Any indirect or consequential damages

11. Indemnity

Vendor agrees to indemnify and hold harmless Prosper ERP Solutions against any claims, damages, or liabilities arising from:

• Vendor's business activities
• Transactions with End Customers
• Violation of laws or third-party rights

12. Limitation of Liability

In no event shall Prosper ERP Solutions's total liability exceed the subscription fees paid by the Vendor in the last 3 months.

13. Intellectual Property

• Platform remains property of Prosper ERP Solutions
• Vendor retains ownership of their own data/content

14. Governing Law

This Agreement shall be governed by the laws of India.

15. Contact

info@prospererps.in