Marketplace Seller Agreements in India: What the E-Commerce Rules Require and How to Onboard Sellers at Scale
The Consumer Protection (E-Commerce) Rules, 2020 require a written contract between every seller and the marketplace and specific information from each seller. What the seller agreement must cover, how to onboard thousands of sellers with e-signature and e-stamp, and the data and payment obligations that follow.
A marketplace's relationship with its sellers is a contract the law now insists on. The Consumer Protection (E-Commerce) Rules, 2020 require sellers on a marketplace to have a prior written contract with the platform and to provide specified information for display to consumers, and they impose duties on the platform about what it displays and how it handles grievances. For a platform onboarding thousands of sellers, the agreement is both a compliance document and an operational pipeline. This guide covers both. Position as of October 2026.
What the E-Commerce Rules require
Made under the Consumer Protection Act, 2019, the Rules distinguish marketplace e-commerce entities (platforms hosting third-party sellers) from inventory e-commerce entities (selling their own stock). For marketplaces:
- Platform duties (rule 4 and rule 5). Appoint a grievance officer and publish contact details; obtain purchases through explicit, affirmative consumer action; no unfair trade practices or price manipulation for unreasonable profit; obtain an undertaking from sellers that product descriptions are accurate; display the information sellers provide; keep records of sellers repeatedly removed for IP or IT Act violations.
- Seller duties (rule 6). A prior written contract with the platform; provide legal name, address, contact details, GSTIN and PAN as applicable; price and its breakup, country of origin, importer and manufacturer details, delivery details, guarantees and warranties; accurate advertising; appoint a grievance officer.
What the seller agreement should contain
| Clause | Why |
|---|---|
| Seller identity and verification | Rule 6 information; KYC of the seller entity; Udyam registration if an MSE |
| Listing and description undertaking | Rule 5 accuracy undertaking |
| Pricing, commission, fees | Breakup for display; GST on commission |
| Payment and settlement | Settlement cycle; if the seller is an MSE, payment within 45 days of acceptance under section 15 of the MSMED Act, 2006 |
| Returns, refunds, cancellations | Consistent with rule 4 (no unilateral cancellation charges unless symmetrical) |
| Product liability | Allocation under Chapter VI of the Consumer Protection Act, 2019 (manufacturer, seller) and indemnity |
| Data | Roles under the DPDP Act, 2023 for customer data: who is Fiduciary, who is Processor; processing clause under section 8(2) |
| IP and counterfeit | Takedown cooperation; records of repeat offenders (rule 5) |
| Termination and delisting | Grounds; notice; survival |
| Grievance | Seller's grievance officer details |
Onboarding at scale: the pipeline
- Intake: seller fills a form capturing the rule 6 information, GSTIN, PAN, bank details, MSE status and category.
- Verification: GSTIN and PAN checks; entity verification; for proprietors, identity through Aadhaar offline verification or eSign at signature.
- Agreement generated from the master template with the seller's schedule.
- Stamping: the agreement is a chargeable instrument in most states; e-stamp per the seller's state of execution before dispatch (section 17, Indian Stamp Act, 1899). For high volumes, decide the place of execution in the agreement so the stamp jurisdiction is predictable.
- Signature: Aadhaar eSign for proprietors and partners; DSC for companies; the platform's signatory signs in bulk sessions.
- Record: executed agreement, stamp certificate and audit trail against the seller record; obligations extracted (settlement cycle, insurance, renewal).
Data roles on a marketplace
For a consumer's order data, the platform is typically the Data Fiduciary for its own processing and the seller is a Fiduciary for fulfilment of its own sale; where the platform provides logistics or customer-service on the seller's behalf, it may act as the seller's Processor for those flows. Map the flows in the agreement rather than labelling one party for everything. Section 6(1) of the DPDP Act requires specific, affirmative consent for processing beyond legitimate uses; the checkout consent for the purchase (rule 4) and the data consent should be separate actions. These DPDP provisions commence on 13 May 2027.
Reports a marketplace should run
- Sellers without a signed, stamped agreement on the current template.
- Sellers with missing rule 6 information.
- MSE sellers with settlements approaching 45 days.
- Sellers removed for IP or IT Act violations (rule 5 record).
- Agreements expiring or due for re-execution after a template change.
Where Legatio fits. Legatio runs the onboarding pipeline from intake through stamping, bulk signature and record, with the reports above available on the seller agreements. The rules themselves apply to the platform however it executes.
Position stated as of October 2026. General information; confirm the current text of the E-Commerce Rules before relying on specific rule numbers.