B2B Marketplace Terms of Service

1. The agreement and the operator

These Terms govern access to and use of Burbn B2B, including its website, business accounts, supplier listings, requests for quotation, communications, order facilities and associated services expressly offered under the Burbn B2B name (the Platform).

The Platform is operated by Burbn Inc., trading as Burbn B2B, with its registered office at 503, A1 Tower, Sector 73, Noida, Uttar Pradesh 201301, India, registration number ACK-0191, and GSTIN 09ACHFA4364Q1ZR (Burbn, we, us or our). The current support and statutory contacts are set out in the Grievance Redressal and Contact Policy.

The person or business accepting these Terms is you. Where an individual acts for a company, partnership, limited liability partnership, proprietorship or other organisation, the organisation is the contracting account holder and the individual confirms their authority to act for it. An authorised representative does not become a personal guarantor merely by creating or operating its account.

Please review these Terms and the policies relevant to your activity before accepting them. Account registration, supplier onboarding and final order confirmation must provide an affirmative acceptance step and access to the applicable documents. Mere receipt of an inquiry does not create a purchase obligation. A privacy notice explains processing; acceptance of these Terms does not itself constitute consent to every optional use of personal data.

2. Definitions and interpretation

Business Days do not extend a deadline expressed in hours or a statutory deadline. Time is measured in Indian Standard Time unless an Order expressly identifies another time zone. A deadline measured from receipt starts on the following day; an hourly deadline starts when the relevant event occurs. “Including” introduces examples and does not limit a category.

3. Marketplace role and separate responsibilities

Burbn operates a marketplace connecting Buyers with independent Suppliers. The contract for the goods is between the Buyer and the Supplier identified in the Approved Order Record. The Supplier issues the sales invoice in its own legal name and is responsible for its goods, claims, contractual warranties and performance.

Burbn may facilitate discovery, communications, translation, quotation approval, payment processing through service providers, shipment coordination, recordkeeping and dispute administration. These activities do not, by themselves, make Burbn the seller, manufacturer, importer of record, carrier, inspection laboratory, insurer or lender.

The party responsible for importing, exporting, transport, insurance, installation or testing must be identified separately where relevant. A specific service undertaken by Burbn must describe its scope and price. Burbn remains responsible for its own services, representations and express commitments, including qualifying obligations under the Buyer Protection Policy. Its marketplace role does not excuse its own breach or a duty imposed by law.

Verification, moderation, ranking and assistance do not amount to a blanket certification of every Supplier, listing or shipment. Any protection available to an intermediary under law depends on the relevant facts and compliance; these Terms do not create immunity or determine that all activities qualify for it.

4. Business use and eligibility

The Platform is intended for lawful business procurement, resale, distribution, manufacturing inputs and other commercial requirements. Individual users must be at least 18 and legally capable of contracting. Businesses must be lawfully constituted or operated and hold the registrations and permissions required for their activities.

You must not use another person's identity, conceal the actual purchasing or selling business, misrepresent authority, or operate for a prohibited or sanctioned party in breach of applicable law. Burbn may request proportionate evidence of business identity, authorisation, tax status, licences, payment account ownership or beneficial ownership where relevant to legal or fraud checks.

Calling a transaction “B2B” does not decide whether a person has rights under consumer law. Where the law treats a person or transaction as protected, including an applicable livelihood or self-employment exception, those rights remain available. The statutory savings in section 24 apply throughout this policy set.

5. Accounts, authorised users and security

Provide accurate legal names, addresses, business contacts, tax details and authorised-user information, and update material changes within five Business Days. Report loss of authority, account compromise or a suspect payment instruction immediately.

The account administrator should allocate permissions appropriate to each employee or agent, review access regularly and remove former personnel promptly. Where approval tools are unavailable, the business remains responsible for documenting the authority of the person who accepts an Order. Staff should not share credentials or one-time passwords.

You are responsible for actions you authorise and for reasonable protection of your credentials. Responsibility for unauthorised activity will be assessed on the evidence, including each party's conduct; these Terms do not automatically make you liable for every action following an account takeover or excuse Burbn's security failures.

Burbn may temporarily restrict a compromised account, verify a bank-account change or require additional authentication. Account-ownership disputes may require business-registration documents, corporate authorisation or other proportionate evidence. Disputed control does not entitle a requester to another person's private information.

6. Listings, search, verification and recommendations

Listings may display minimum quantities, unit prices, price tiers, specifications, images, indicative lead times and Supplier information. A displayed “from” price is the entry price for the quantity or configuration stated, not a promise that every variation costs that amount. Final charges must be disclosed before the Buyer commits.

Suppliers must substantiate product and business claims. A verification label must identify what was checked, by whom where appropriate, and any material limitation. Identity verification does not certify product quality, factory ownership, financial solvency, ethical sourcing or future performance.

Search and recommendations may take account of relevance, availability, price, delivery capability, service history, user preferences and other disclosed factors. Paid placements must be identified as sponsored or advertising. Burbn does not guarantee a particular ranking, sales volume or commercial outcome. Material restrictions or ranking complaints can be raised through the grievance route.

7. Inquiries, approval and contract formation

Saving a draft, adding products to a cart, sending an inquiry or receiving an automated acknowledgement does not create an Order. An indicative quotation is not a binding sales commitment.

A binding Order forms only when the final terms have been authorised by the Supplier, any stated Burbn approval and payment conditions have been satisfied, and the Buyer expressly confirms the final Approved Order Record, with a final Order identifier recorded and confirmation made available to both parties. If further Supplier acceptance is expressly required, the transaction remains pending until that acceptance is recorded. The interface must distinguish these states.

Burbn approval is an administrative step. It is not an acceptance by Burbn as seller, a product certification or an unconditional guarantee of supply. A staff member or automated assistant may bind Burbn only to a service commitment they are expressly authorised to make.

The Order record must disclose the actual Supplier before the Buyer becomes bound. A Supplier identity, specification or total cannot be replaced after acceptance without the affected parties' agreement. A Buyer is not required to accept an unidentified seller or a materially altered offer.

8. Prices, payment and financial services

The Payments and Settlements Policy governs price presentation, approved payment routes, fees, refunds and settlement administration. No undisclosed fee becomes payable merely because it appears in a later invoice or message.

The payment method for each Order is provided in its final approved quotation. The quotation identifies the authorised payee, currency, amount, due date or payment milestones, and payment instructions; these terms form part of the Approved Order Record. Pay using that recorded method and those instructions. A subsequent change requires a recorded amendment and verification through Burbn's established contact before payment. Do not share card security codes, banking passwords or one-time passwords in chat.

Credit, cash on delivery, instalments, stored value, guarantees and escrow arrangements apply only if expressly offered with their own provider and terms. A dashboard balance or a payment-status label does not establish that Burbn operates a regulated wallet, escrow account, banking service or deposit facility. Payment-provider duties and statutory payment remedies remain with the party on whom the law places them.

9. Goods, delivery, inspections and remedies

The Supplier must meet the Approved Order Record and applicable product law. Delivery obligations, risk allocation and international responsibilities are governed by the Shipping and International Trade Policy. Inspection, cancellation, replacement and refund rights are governed by the Returns and Refunds Policy.

Receipt of a shipment is not necessarily acceptance of its quality. A delivery scan, signature or OTP must be considered with the actual shipment and other evidence. A claim procedure cannot excuse delivery of counterfeit, unsafe, materially non-conforming or unlawfully supplied goods.

10. Acceptable conduct and legal compliance

Comply with the Acceptable Use Policy, Product Safety Policy and Intellectual Property Policy. In particular, do not use the Platform for fraud, misleading product claims, unlawful goods, intimidation, bribery, infringement, unlawful discrimination, payment diversion or misuse of confidential information.

Do not bypass access controls, interfere with another account, introduce malware, automate abusive traffic or collect personal data without a lawful basis. Authorised integrations must follow their documented access scope and reasonable rate limits. Contact Burbn before undertaking security testing that could affect other users or systems.

No party may direct another to under-invoice, falsify origin, evade customs, manipulate invoices or misstate a product's compliance status. Platform approval is not permission to disregard a licence or legal restriction.

11. Intellectual property and permitted content licences

You retain the rights you own in your listings, logos, media and other materials. You grant Burbn a non-exclusive, worldwide, royalty-free licence to host, store, display, transmit, format, translate and distribute material as reasonably necessary to provide the Platform and the visibility you selected. Service providers may exercise that licence only for those purposes.

Public listings may appear in Platform search, previews and promotion of the listed goods. Use of your identity, testimonial or content in a separate paid endorsement campaign requires the appropriate campaign permission. Burbn must not materially alter a specification or create an endorsement you did not give.

Private RFQs, confidential drawings, bills of materials, negotiated prices and private messages are not licensed for public advertising, sale to competitors or general-purpose AI training. They may be processed and shared only to perform the requested sourcing or transaction, provide support, protect the service and comply with law, subject to the Privacy Policy and section 12.

When you remove a public listing or close your account, ordinary public use of that content ends within a reasonable operational period, ordinarily 30 days. Necessary transaction records, legal evidence, backups and copies lawfully held by recipients may remain for their applicable retention periods. Retention does not authorise new promotional use. No blanket waiver of non-waivable moral rights is required.

12. Confidentiality and procurement information

Non-public business plans, RFQs marked or reasonably understood as confidential, technical drawings, samples, prices, customer information, access credentials and security details must be protected with reasonable care and used only for the purpose for which they were shared.

Disclosure is permitted to personnel, professional advisers and service providers who need the information for that purpose and are bound by appropriate confidentiality duties, or as required by law. Where legally permitted, give notice of compelled disclosure and disclose only what is required.

These duties do not cover information demonstrably public without a breach, lawfully known already, independently developed without using the confidential information, or lawfully received without restriction. Ordinary contractual confidentiality lasts for three years after the relationship ends. Trade secrets remain protected while they retain that character, and personal data remains subject to applicable data-protection requirements.

Mark commercially sensitive attachments and specify intended recipients. Sharing a specification with one Supplier does not authorise circulation to unrelated suppliers. A separate non-disclosure agreement may provide additional protection for a project.

13. Personal data and business records

The Privacy Policy explains Burbn's processing of personal data, including information about employees, proprietors, authorised contacts and delivery recipients. Suppliers generally act as independent data fiduciaries or controllers for their own fulfilment and business obligations; service providers acting on instructions have a different role.

An organisation must have authority to provide its representatives' personal data and give them appropriate notice. It must not assume that business contact information is exempt from privacy law. Private account data must not be exported for unrelated marketing or sold as a contact list.

An individual may exercise personal-data rights without closing the organisation's business account. Conversely, an organisation's need to preserve an invoice does not justify retaining all of an individual's unrelated account information indefinitely.

14. Third-party and optional services

Third-party carriers, payment providers, testing laboratories and other service providers may impose terms for their own services. Those terms must be accessible before an optional service is accepted. They cannot silently displace a commitment Burbn or the Supplier has already made.

Creators, affiliates, camera features and AI tools are governed by their dedicated policies only when the corresponding activity or feature is offered. No retail creator rate, reward programme, social feature or AR provider used on another Burbn property is automatically included in Burbn B2B.

15. Service availability and reasonable changes

Burbn will exercise reasonable care in providing its own services. Maintenance, technical failures and external dependencies may affect access. We do not promise uninterrupted service, a particular commercial outcome or error-free third-party information.

A timeout does not establish whether an Order or payment failed. Check the saved status and transaction reference before retrying. Report duplicate orders or debits promptly. Burbn will reconcile its records with relevant providers and correct confirmed errors.

A discontinued feature does not cancel an accepted Order, eliminate a due refund or remove access to a necessary complaint route. Material changes affecting existing transactions require appropriate transition arrangements.

16. Suspension and enforcement

Burbn may restrict particular content, listings, payment functions or account access where reasonably necessary to address a legal obligation, account compromise, fraud, unsafe goods, material breach or repeated failure to meet agreed service standards.

Action should be proportionate to the risk. Where practicable, Burbn will identify the reason, scope, corrective steps and review route. Urgent action may precede notice where notice would increase harm, compromise an investigation or breach law. An account restriction is not an automatic forfeiture of all money owed to that account.

Unrelated completed transactions and undisputed balances should continue to be resolved unless a specific legal or demonstrable risk justifies a broader restriction. Decisions may be appealed under the Grievance Policy. These procedures do not require delay in obeying a lawful urgent order.

17. Closing an account and surviving obligations

You may request closure through support. Burbn may end an ordinary account relationship on 30 days' notice, or immediately for a serious breach or legal necessity. Closing an account stops new activity; it does not automatically cancel accepted Buyer–Supplier Orders or extinguish accrued rights.

Pending deliveries, lawful payment obligations, returns, refunds, disputes and necessary records must be addressed. Where safe and lawful, a reasonable way to obtain invoices, statements and Order records will remain available. Personal data will be deleted or retained according to the Privacy Policy, not solely according to whether the account is open.

Confidentiality, accrued payment duties, necessary content licences, intellectual property rights, applicable liability provisions and dispute-resolution terms survive to the extent needed to give them effect.

18. Warranties and limits of responsibility

You warrant that you have authority to enter the relevant agreement and that information and materials you provide are lawful and accurate to the best of your knowledge after reasonable checking. A Supplier gives the additional product warranties in its agreement and Orders.

Except for express commitments and duties that cannot lawfully be excluded, Burbn does not warrant the Supplier's solvency, future performance, product fitness for an undisclosed purpose or the accuracy of a third-party estimate. This qualification does not excuse misleading statements made by Burbn or reduce an express Buyer Protection entitlement.

Each party must take reasonable steps to mitigate avoidable loss. A Buyer need not accept unsafe goods, unreasonable repeat repairs or a substitute transaction to mitigate loss.

19. Liability allocation

Subject to the exceptions below and to the extent lawful, neither Burbn nor the account holder is liable to the other for indirect or consequential loss arising from the Platform relationship, including lost profits that are genuinely indirect. A loss is not excluded merely because it is described as a cost of replacement, investigation or correction; its nature and applicable law govern.

For ordinary claims against Burbn concerning its Platform services, its aggregate liability arising from an event or a series of related events is limited to the greater of INR 25,000 and the Platform Fees actually retained by Burbn from the claimant during the 12 months preceding the first relevant event. Amounts passed through to Suppliers or other providers are not Platform Fees. Multiple policies do not create multiple caps for the same loss.

This cap and the exclusions above do not reduce: money held or payable for another party; an approved refund or an express Buyer Protection payment; liability for fraud, fraudulent misrepresentation, wilful misconduct or gross negligence; liability for death or personal injury caused by negligence; or any liability or remedy that law does not permit to be limited. They do not excuse compliance with data-protection duties or limit a regulator's powers.

This section governs the Platform relationship. It does not impose a cap on the Supplier's refund, replacement, product-safety or contractual obligations to the Buyer. Any separately negotiated limitation in a Buyer–Supplier contract must be explicit, lawful and consistent with the minimum protection promised for the Order.

20. Indemnities and recovery

Each business user will indemnify Burbn for a third-party claim and reasonable, documented loss to the extent caused by that user's unlawful goods, rights infringement, unauthorised use of personal data, fraud or material breach of its obligations. The Supplier Agreement states additional product-related obligations. An indemnity does not cover loss caused by Burbn's own breach, negligence or misconduct, or a penalty that cannot lawfully be indemnified.

The party seeking indemnity must give reasonably prompt notice, permit appropriate participation in the defence, cooperate and mitigate loss. No settlement may admit fault or impose a non-monetary obligation on the indemnifying party without its reasonable consent. Costs must be reasonable and attributable to the matter.

A claim for reimbursement does not itself permit an arbitrary deduction. Set-off, reserves and disputed deductions are governed by the Payments and Settlements Policy. There must be a recorded basis, a lawful ability to apply the funds and an opportunity for review, subject to urgent protective action or law.

21. Force majeure

A party is excused from delay only to the extent caused by an event beyond its reasonable control which it could not reasonably prevent or overcome. The affected party must notify the others promptly, explain the likely impact, mitigate and resume performance when possible. Ordinary lack of funds, a price increase or an avoidable compliance failure is not automatically force majeure.

If the affected performance remains prevented for 30 consecutive calendar days, either contracting party may terminate the affected unperformed part, unless a longer, reasonable period was expressly agreed in the Order. If performance becomes unlawful or impossible, the law and the Order govern earlier termination.

Force majeure does not permit retention of payment for goods or services that will not be supplied. Refunds, earned amounts, properly allocable custom-production costs and any recoveries must be reconciled under the Returns Policy. Accrued payment duties remain subject to applicable law.

22. Complaints and disputes with Burbn

Start with support or the designated Grievance Officer where appropriate. Statutory complaints and urgent matters follow the deadlines in the Grievance Policy; an informal commercial negotiation period does not extend those deadlines.

For an arbitrable contractual dispute between Burbn and the account holder, either party may send a written dispute notice setting out the facts and remedy requested. The parties will attempt good-faith resolution for 30 days after receipt. Urgent court relief, statutory complaints and steps needed to preserve a limitation period need not wait.

If unresolved, the dispute will be referred to a sole, independent arbitrator appointed jointly, failing agreement through the applicable appointment mechanism under the Arbitration and Conciliation Act, 1996. Neither party has an exclusive right to appoint the arbitrator. The juridical seat is Noida, Uttar Pradesh, India; hearings may be remote or at another agreed venue without changing the seat. The language is English, subject to appropriate procedural assistance. The tribunal will issue a reasoned award and determine costs according to law.

The competent courts exercising jurisdiction over the seat supervise the arbitration. Matters excluded from arbitration go to the court or statutory forum with jurisdiction under applicable law. No contractual clause removes a competent consumer forum, Micro and Small Enterprises Facilitation Council, privacy authority, Grievance Appellate Committee or other non-excludable remedy. Provider disputes are not automatically submitted to this arbitration merely because that provider supplies technology to Burbn.

23. Buyer–Supplier disputes and governing law

Order claims initially follow the Buyer Protection process. That process is contractual administration and internal review, not a court judgment or statutory arbitration award.

Unless the Buyer and Supplier expressly agree otherwise in the Approved Order Record, their sale contract is governed by Indian law, subject to mandatory laws that apply to the parties or goods. These Terms do not impose the Burbn–user arbitration clause on a Buyer–Supplier dispute. Any agreement to arbitrate that dispute must be specifically accepted by both sale parties. In its absence, the competent court or applicable statutory forum determines the dispute.

Indian law governs the Platform agreement. The United Nations Convention on Contracts for the International Sale of Goods is excluded from the Platform agreement and from Orders adopting these default sale terms to the extent such exclusion is legally effective. A different sale-law choice does not alter Burbn's separate Platform obligations.

24. Mandatory rights and subject-matter priority

Nothing in this policy set excludes a right, remedy, duty or forum which applicable law does not permit the parties to exclude. In particular, commercial-use declarations do not waive statutory consumer rights where they apply; privacy rights attach to individuals even in business transactions; and eligible MSME payment and dispute protections remain intact.

Documents apply according to the subject they govern:

1. Mandatory law and binding orders always prevail.
2. A separately negotiated written agreement prevails only between its parties and for the subject expressly varied. A Buyer–Supplier agreement cannot increase Burbn's duties without Burbn's agreement, or reduce a Platform protection promised to the Buyer without a lawful, expressly permitted variation.
3. Privacy and Cookie Policies govern personal-data and tracking matters; commercial terms do not override them.
4. The Approved Order Record fixes the identified parties, specifications, quantities, prices, payment milestones and expressly negotiable delivery or inspection conditions. It cannot silently remove the minimum remedies in the Returns or Buyer Protection Policies.
5. A subject-specific B2B policy governs its subject; these Terms supply the common framework. The accepted Commercial Schedule governs disclosed Supplier rates and permitted reserve terms.
6. FAQs and interface copy explain the service. They are not a mechanism for hidden adverse changes. Specific representations and legally binding advertisements remain subject to applicable law.

Retail policies on scrolling.in do not automatically govern a B2B Order. Conversely, publishing these B2B policies does not retrospectively change an earlier retail transaction or an Order accepted on different terms.

25. Changes, notices and electronic records

Material adverse changes to these Terms, Platform Fees or standard policies will ordinarily be notified at least 30 days before taking effect. A shorter period may apply to the extent genuinely required by law, a binding order or an urgent security issue, with an explanation where permitted. Changes do not retrospectively reduce an accepted Order's rights or an earned payment.

Where a change requires renewed agreement, Burbn will request affirmative acceptance. Fresh consent will be obtained where required for a new personal-data purpose. Continued use is not a substitute for legally required consent.

Legal notices to Burbn may be sent to legal@scrolling.in and the registered address above. Ordinary complaints do not require a duplicate postal notice. Notices to you may be sent to your recorded email, a reliably delivered account notification or your business address. Receipt will be determined by delivery evidence and applicable law; a known failed transmission is not conclusive receipt.

Electronic transactions and records are subject to the Information Technology Act, 2000 and applicable evidence law. Burbn will retain the accepted document version, material Order terms, timestamp and relevant identity or authority evidence. Records may be challenged on their accuracy; these Terms do not create an irrebuttable presumption or waive legal requirements for admissibility, stamping or execution where relevant.

26. General provisions

An invalid provision will be read down or severed only as necessary; the remainder continues where lawful. A failure to enforce a provision on one occasion is not a waiver for all occasions. Assignment of an account or contract requires appropriate consent, except a lawful business succession that preserves obligations and provides notice. No assignment permits undisclosed reuse of personal data.

Neither party becomes the other's partner, employer, franchisee or general agent by using the Platform. Any limited collection or service authority must be expressly documented. Entire-agreement language does not exclude liability for fraud or a legally binding representation.

Translations may be supplied for accessibility and legal compliance. The English contract text governs a commercial interpretation to the extent lawful; mandatory language and notice rights are preserved. Contact support@scrolling.in for the version applicable to your Order or for help finding a referenced policy.