MuthoCommerce Merchant Terms of Service

Version: 2026-08-03

Effective date: 3 August 2026

These Merchant Terms of Service (the Terms) govern access to the MuthoCommerce hosted commerce platform, merchant administration tools, storefronts, APIs, and related services identified in an Order Form or plan description (the Service).

MuthoCommerce is the trade name used for the Bangladesh-based sole-proprietorship business that provides the Service. In these Terms, MuthoCommerce, we, us, and our refer to that business. MuthoCommerce's notice channels are listed on Contact MuthoCommerce. Merchant means the person or organisation that creates or controls a store. Authorised User means an owner, staff member, developer, or agent whom Merchant permits to use its account. The individual accepting these Terms confirms that they are at least 18 and have legal authority to bind Merchant.

By affirmatively accepting these Terms or signing an Order Form, Merchant agrees to the Terms and the incorporated policies listed in the policy index. Browsing the public website alone does not create a paid subscription.

1. Contract documents and priority

The agreement consists of these Terms, the Order Form or selected plan, the Subscription, Billing, Cancellation and Refund Policy, the DPA, and the other incorporated policies. If they conflict, the following order applies: (1) a signed Order Form for the subject it expressly overrides; (2) the DPA for processing of Merchant Personal Data; (3) the applicable plan and usage schedule; (4) these Terms; and (5) the other policies. Mandatory law prevails over every document.

2. The Service and changes

Subject to payment and compliance with the agreement, MuthoCommerce grants Merchant a limited, non-exclusive, non-transferable right during the subscription term to use the Service for Merchant's lawful business. Merchant may permit Authorised Users to use the Service for Merchant, but remains responsible for their acts and omissions.

Plan descriptions identify included features, limits, usage charges, and features labelled beta, preview, early access, or activation required. MuthoCommerce will not bill Merchant for an optional paid add-on without clear price disclosure and affirmative authorisation.

MuthoCommerce may improve or change the Service. MuthoCommerce will give at least 30 days' notice before a change that materially reduces a core paid feature during a prepaid term, unless the change is required sooner by law, a provider dependency, or an urgent security or abuse risk. If such a non-emergency reduction substantially defeats Merchant's documented principal use and no reasonable substitute is offered, Merchant may terminate the affected subscription within 30 days of notice and receive a pro-rata refund of unused prepaid recurring fees for that subscription.

Beta, preview, and early-access features may be incomplete, changed, rate-limited, or withdrawn. They are not covered by an uptime commitment unless an Order Form expressly says otherwise. MuthoCommerce will identify these features in the product.

3. Accounts and security

Merchant must provide accurate account, billing, and business information and keep it current. Merchant must designate an account Owner, use unique credentials, enable available multi-factor authentication, assign least-privilege staff access, promptly remove departed users, and notify MuthoCommerce without undue delay of suspected account compromise. Merchant must not share a single staff credential among multiple people.

MuthoCommerce may rely on instructions from the authenticated Owner and Authorised Users within their assigned permissions. MuthoCommerce may require additional verification for ownership transfer, data export, payout-related configuration, permanent deletion, or other high-risk actions. MuthoCommerce will not request a password or one-time authentication code through unsolicited email, telephone, or chat.

4. Merchant is the seller of record

Merchant, not MuthoCommerce, offers and sells the products or services displayed in its store. Each sale is between Merchant and its shopper. Merchant is solely responsible for product legality, quality, safety, authenticity, labelling, claims, licences, stock, prices, taxes, invoices, fulfilment, delivery, cancellation, return, refund, warranty, customer support, and compliance with consumer law.

Merchant must display its real business identity and accessible contact details and must publish accurate delivery, cancellation, return, refund, warranty, and privacy terms before taking an order. Merchant must comply with the Acceptable Use and Merchant Commerce Policy, including the Bangladesh-facing operational standards in that policy.

MuthoCommerce is a software supplier. It does not become a marketplace operator, seller, courier, bank, payment service provider, payment system operator, or custodian of shopper funds solely by hosting a store or connecting a third-party service.

5. Connected services

Merchant may connect payment, courier, messaging, social, analytics, email, domain, or other third-party services. Unless the service is identified as a MuthoCommerce subprocessor, Merchant directs that connection and contracts directly with the third party. Its terms, fees, availability, settlement, reserves, refunds, data use, and disputes apply independently. Merchant is responsible for credentials and lawful instructions supplied to those services.

MuthoCommerce may suspend a connection that threatens security, violates law or provider rules, causes material operational risk, or is no longer technically supported. MuthoCommerce will give reasonable notice where safe and practicable.

6. Merchant Content and intellectual property

Merchant Content includes product data, images, text, trademarks, customer communications, workflows, and other material submitted by or for Merchant. Merchant retains its rights in Merchant Content. Merchant grants MuthoCommerce and its subprocessors a worldwide, non-exclusive, royalty-free licence during the agreement to host, copy, transmit, display, adapt for technical formatting, secure, and otherwise process Merchant Content only to provide, protect, support, and improve the Service as permitted by the agreement.

Merchant represents that it has all rights, licences, notices, and consents needed for Merchant Content and its intended processing. MuthoCommerce does not acquire the right to sell Merchant Personal Data or use it to train a general-purpose AI model without Merchant's separate, express, written opt-in.

MuthoCommerce and its licensors retain all rights in the Service, documentation, designs, software, and aggregated or de-identified service statistics that cannot reasonably identify Merchant, an Authorised User, or a shopper. Feedback may be used without restriction, but MuthoCommerce will not publicly identify Merchant as its source without permission.

7. Data protection and confidentiality

Each party will comply with applicable data-protection law for its role. The Privacy Notice governs data for which MuthoCommerce determines the purposes. The DPA governs Merchant Personal Data processed on Merchant's instructions.

Each party will protect the other's non-public business, security, technical, and customer information using at least reasonable care and use it only to perform the agreement. Confidentiality does not cover information that the receiving party can document was lawfully public, already known without restriction, independently developed, or lawfully received from another source. A legally compelled disclosure must be limited to what is required; advance notice will be given where lawful.

8. Fees and taxes

Merchant will pay disclosed subscription, usage, overage, and add-on fees plus applicable taxes. MuthoCommerce does not charge an undisclosed commission on Merchant's store sales. Payment-gateway, courier, messaging, domain, currency-conversion, bank, and other third-party fees are separate unless an Order Form expressly includes them. Billing, renewal, downgrade, failed-payment, refund, and cancellation rules are set out in the Billing Policy.

9. Acceptable use, monitoring, and enforcement

Merchant must comply with the Acceptable Use and Merchant Commerce Policy. MuthoCommerce does not undertake a general duty to pre-screen every store, product, message, or transaction, but may use proportionate automated and human measures to protect the Service and respond to reports, legal demands, provider rules, and detected abuse.

Where a breach is curable and does not create urgent risk, MuthoCommerce will ordinarily give notice describing the issue and at least 7 days to cure. MuthoCommerce will prefer removing or limiting the affected product, content, integration, feature, or user before suspending the entire account when that narrower action reasonably controls the risk.

MuthoCommerce may act immediately, without prior notice, when reasonably necessary to address suspected fraud, unlawful activity, malware, phishing, credential theft, child sexual abuse material, non-consensual intimate imagery, credible safety harm, material privacy or security risk, payment abuse, sanctions, a valid authority or provider demand, or interference with the Service. MuthoCommerce will state the general reason afterward unless prohibited by law or doing so would compromise security or an investigation. Merchant may use the designated appeal channel. A different reviewer will assess a properly supported appeal where practicable.

10. Suspension and termination

Merchant may cancel renewal as described in the Billing Policy. Either party may terminate for a material breach not cured within 15 days after written notice, or immediately if the breach cannot be cured, continued performance would be unlawful, or the other party becomes insolvent to the extent permitted by law.

MuthoCommerce may suspend access for overdue undisputed charges after the stated payment grace period. Suspension does not erase amounts already due. MuthoCommerce will preserve reasonable access to billing information, support, and any available export route unless doing so creates legal or security risk.

At termination, Merchant's right to use the active Service ends. Store deactivation, export, recovery, deletion, legal-hold, and retained-record rules are in the Billing Policy and DPA. Sections intended by their nature to survive—including accrued payment, confidentiality, intellectual property, disclaimers, liability, indemnity, dispute, and retained-record duties—will survive.

11. Service standard and disclaimers

MuthoCommerce will operate the Service with reasonable skill and care and maintain the security controls stated in the DPA. Internet, cloud, telecom, payment, courier, social, and merchant-configured services can fail or change. Except for an express written commitment, MuthoCommerce does not promise uninterrupted or error-free operation, a particular sales result, search ranking, delivery outcome, payment approval, message delivery, AI output, or legal compliance for Merchant's business.

To the maximum extent permitted by law, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability are excluded. Nothing excludes a warranty or consumer right that cannot lawfully be excluded. An Enterprise service level applies only when stated in a signed Order Form; marketing labels such as “priority” do not create an uptime or response-time guarantee.

12. Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential loss, or for lost profit, revenue, goodwill, opportunity, or anticipated savings, arising from the agreement, even if advised of the possibility.

Except for the excluded matters below, each party's aggregate liability arising out of the agreement will not exceed the recurring Service fees paid or payable by Merchant for the affected Service during the six months immediately before the event giving rise to the first claim. Multiple claims do not increase the cap.

The exclusions and cap do not limit: Merchant's payment obligations; either party's fraud, wilful misconduct, or liability that cannot lawfully be limited; Merchant's indemnity; or a party's unauthorised use of the other's intellectual property or confidential information. Data-protection liability is subject to mandatory law and any different cap expressly agreed in a signed Order Form. The parties intend each limitation to apply only to the extent enforceable.

13. Merchant indemnity

Merchant will defend and indemnify MuthoCommerce and its personnel against third-party claims, regulatory demands, damages, legally indemnifiable penalties, and reasonable legal costs arising from Merchant's products or services; Merchant Content; Merchant's shopper contract, delivery, return, refund, tax, marketing, or privacy practices; Merchant's breach of law or the agreement; or Merchant's misuse of a connected service. This does not apply to the extent caused by MuthoCommerce's breach, negligence, wilful misconduct, or unauthorised processing.

MuthoCommerce must promptly notify Merchant of a claim, permit Merchant to control the defence with competent counsel, and provide reasonable cooperation at Merchant's cost. Merchant may not admit MuthoCommerce's fault, impose non-monetary obligations on MuthoCommerce, or settle without a full release unless MuthoCommerce consents.

14. Complaints and disputes

Before filing a claim, a party must send a written dispute notice describing the facts, requested remedy, and supporting records. Authorised representatives will try in good faith to resolve it for 30 days. This step does not prevent urgent injunctive relief, a legally required complaint, or action needed before a limitation period expires.

The agreement is governed by the laws of Bangladesh, without regard to conflict-of- law rules. Subject to mandatory jurisdiction and consumer rights, the courts of Dhaka, Bangladesh have exclusive jurisdiction. Merchant's shoppers are not bound by this business-to-business dispute clause merely because they use a Merchant store.

15. General

Neither party is liable for delay caused by events beyond reasonable control, but the affected party must mitigate the impact and resume performance promptly. This does not excuse payment for Service already supplied.

Merchant may not assign the agreement without MuthoCommerce's consent, except with a transfer of substantially all of Merchant's relevant business if the assignee is not a competitor, assumes the agreement in writing, and passes required verification. MuthoCommerce may assign to an affiliate or in connection with a merger, reorganisation, or sale of substantially all relevant assets, subject to continued protection of Merchant Personal Data and notice of a material change in contracting party.

The agreement is the complete agreement for its subject. Failure to enforce a term is not a waiver. If a term is unenforceable, it will be limited to the minimum extent necessary and the remainder survives. The parties are independent contractors; the agreement creates no partnership, agency, franchise, fiduciary, or employment relationship.

Material changes to these Terms require the notice described in the policy index. Merchant may cancel before a materially adverse change takes effect. An immediate change required by law or urgent security risk will be limited to what is necessary and explained when lawful.

Legal notices must use the verified notice channel displayed in the account, Order Form, or on Contact MuthoCommerce. Operational chat with support is not legal notice unless MuthoCommerce expressly confirms receipt as such.