Selling online means contracting
with everyone, everywhere.

We advise on structuring e-commerce business models, including entity selection and the regulatory position that follows from it, and we support transactions end to end. For a foreign-funded business the structural question that decides most of the others is whether the model is a marketplace or an inventory model, because foreign investment policy treats the two very differently. A marketplace provides a platform on which independent sellers transact with buyers. An inventory model means the entity owns the goods it is selling. That line is easier to draw on paper than to hold in operation. Control over inventory, influence over the price a seller may list at, fulfilment services offered to one seller and not another, a related party taking most of the volume through the platform: any of these can leave a business running something other than the model its documents describe. The drift is rarely deliberate. It accumulates through commercial decisions that each looked sensible on the day, and it gets assessed later against how the business actually ran rather than how it was papered. We advise on where the line sits, on the operating habits that keep a business the right side of it, and on the records worth keeping so the position can be explained if anyone asks for an explanation.

Entity selection follows from that answer rather than preceding it, and so does a good deal of the tax analysis. Settling the model and the entity before launch avoids reworking decisions already built into the platform.

The Consumer Protection Act, 2019 reshaped this area, and the Consumer Protection (E-Commerce) Rules, 2020 made the obligations specific. An e-commerce entity has to publish its legal name and address, customer care details, and the name, contact details and designation of a grievance officer, and it has to observe the acknowledgement and redressal periods the Rules prescribe. Depending on whether the entity is a marketplace or an inventory model, listing-level requirements can include the total price with a break-up of charges, the country of origin and the seller’s details. The Rules also restrict cancellation charges where a consumer cancels after confirming a purchase, and the wording of that restriction should be read against the current text. Prices cannot be manipulated to secure an unreasonable profit, consumers within the same class cannot be discriminated against unreasonably, and marketplace entities must disclose the main parameters determining the ranking of goods and sellers. We build all of that into terms of use, seller onboarding agreements, and return, refund and cancellation policies.

The grievance function needs more than an appointment. It needs a route a customer can actually reach, authority at the first line to issue a refund or a replacement without an approval loop, and a log recording each complaint and what was done about it. That log is the material usually relied on to show what the business did.

Marketing and interface design have moved firmly into scope. Guidance from the Central Consumer Protection Authority addresses misleading advertisements and endorsements, including disclosure of material connections between a brand and the person endorsing it, and it extends to dark patterns: false urgency, basket sneaking, confirm-shaming, forced action, subscription traps, drip pricing, bait and switch. Those are design decisions with legal consequences, which puts legal review inside the product cycle rather than at the end of it. We read flows and copy alongside the growth and product teams, at wireframe where that is possible and again before a test is promoted to the default. The questions are narrow ones. Is there evidence behind the countdown. Are add-ons unticked when the page loads. Is the total price shown the first time a price appears. Is cancelling any harder than signing up was. None of that takes long to answer while the flow is still a drawing. It takes considerably longer once the flow is live and the quarter has been forecast around what it earns, which is the usual reason a business would rather not ask.

Most such practices are introduced by conversion optimisation rather than by a decision to disregard a rule. That is why an instruction not to use dark patterns achieves so little on its own.

Product-facing obligations run alongside all of this: declarations for pre-packaged goods under legal metrology rules, sector-specific labelling for categories such as food, cosmetics and electronics, and product liability under the Consumer Protection Act, 2019, which reaches product sellers as well as manufacturers. Where a platform relies on intermediary safe harbour under Section 79 of the Information Technology Act, 2000, we advise on the due diligence conditions that protection depends on, since it is conditional rather than automatic and is tested against what the platform did. Labelling obligations, meanwhile, attach to the entity named on the pack, which is not always the entity the customer bought from.

Every e-commerce business is also a data business. The Digital Personal Data Protection Act, 2023 and the Rules made under it govern customer data, with obligations commencing in phases, so what applies at a given moment has to be checked. They meet consumer law at the points customers actually notice: consent for marketing messages, retention of order and payment records, profiling for recommendations, and what happens to an account when someone asks for it to be deleted. Marketing operations sit under a third regime as well, since commercial calls and text messages fall within the telecom regulator’s framework for unsolicited commercial communication, with its own preference and sender registration. Consent design that satisfies one regime while ignoring the other two is a recurring compliance gap.

When disputes arise we act in both litigation and alternative dispute resolution. That covers consumer commission proceedings at district, state and national level, complaints raising a practice common to a whole class of transactions, investigations by the Central Consumer Protection Authority, and disputes with sellers, logistics partners and payment providers. Where a notice arrives the first response frequently shapes how the matter develops, and internal work happens at the same time: identifying every affected order or listing, preserving the records that show what the customer saw on the day, and stopping the practice under challenge where continuing it adds exposure and little else.

Most e-commerce legal work arrives out of sequence. A business builds the site, launches, and then asks for terms of use, by which time the terms have to be written around decisions already sitting in code. The order that causes least rework runs the other way: settle the model and the entity, then the money flow, then the contracts with sellers and service providers, then the customer-facing policies, and last the interface copy that has to agree with all of them. Each layer limits the one above it. Registrations belong in that early mapping too, though they are usually discovered instead. Depending on what you sell and where you hold it, the list can take in goods and services tax registration in more than one state once stock sits there, registration under the applicable shops and establishments legislation, registration as a packer or importer under legal metrology rules, and product-specific licences for categories such as food, cosmetics and drugs. Where an e-commerce operator collects the consideration for supplies made through the platform, tax collection at source under Section 52 of the Central Goods and Services Tax Act, 2017 applies, and that obligation shapes settlement mechanics with sellers, so it belongs in the seller agreement rather than in whatever the finance team has been doing informally since launch.

Two contract families decide how badly a bad day goes. The first is payments. An arrangement with a payment aggregator or gateway sits within the Reserve Bank of India’s regulatory framework for that activity, and it governs settlement cycles, rolling reserves and holds, chargeback allocation, refund timelines, and what happens to money in transit if the arrangement ends. Refund timing is where payment terms touch consumer law directly, because a refund that has not reached the customer is frequently the basis of a deficiency of service complaint, whoever happens to be holding the money at the time. Chargeback allocation deserves the same attention, since the platform usually carries the loss on a disputed transaction it did not itself mishandle. Reserve, hold and exit provisions are the terms with the greatest cash-flow consequence in these arrangements.

The second family is logistics and fulfilment. Delivery partner agreements allocate liability for loss, damage, delay and failed delivery, usually on terms a good deal kinder to the carrier than the promise the platform has made its own customers. That gap can be a sensible commercial choice. It should at least be a choice.

Selling into India from outside brings customs valuation and duty, import restrictions in regulated categories, labelling obligations that attach to the importer, and the point that Indian consumer law may apply notwithstanding a foreign governing law or forum clause, with jurisdiction and enforcement assessed on the facts. Selling out of India brings exchange control and export documentation under the Foreign Exchange Management Act, 1999 and the regulations made under it, including the requirements on realisation and repatriation of export proceeds, and then the destination country’s own consumer, tax and product law, which needs local advice.

A brand selling through third-party marketplaces signs a standard seller agreement it did not draft and lives beside unauthorised resellers. The position on parallel imports and exhaustion of rights under the Trade Marks Act, 1999 remains contested in India.