Marketplace agreements, seller terms, consumer protection compliance, and the FDI structuring questions that decide whether your business model is even legally viable in India. Legal support for marketplaces, D2C brands, and sellers building online.
A marketplace, a D2C brand, a seller on someone else’s platform, or a quick commerce play, share the details and we’ll come back with a clear scope and fixed fee.
Whether you’re running a marketplace, selling directly to consumers, or operating a hybrid, your business model determines which rules actually apply, and in some cases, whether foreign investment in your company is even permitted. This isn’t a detail to sort out later. It shapes your corporate structure, your seller contracts, and your compliance obligations from day one. This page is part of our broader startup lawyer in India practice, focused specifically on what e-commerce businesses need.
India’s FDI policy draws a hard line between two e-commerce models. A marketplace model, an online platform connecting buyers and sellers without owning the inventory, can receive 100% foreign investment under the automatic route. An inventory-based model, where the platform owns the goods it sells directly to consumers, generally cannot take foreign investment in the same way. This single distinction has shaped how major e-commerce companies structure their India operations, and it’s the first thing to get right if foreign capital is part of your plans.
Marketplace operators also can’t influence the sale price of goods listed by sellers, and rules limit how much of a marketplace’s sales can come from sellers in which the platform itself holds an equity interest. These aren’t technicalities, they go directly to whether your structure is compliant.
Every e-commerce entity operating in India, marketplace or inventory-based, needs to comply with these rules, which require a designated grievance officer, clear seller information disclosure, country-of-origin labelling, and a functioning complaint-resolution mechanism. Marketplaces carry additional obligations to ensure their sellers comply too, you can’t outsource responsibility for a seller’s misconduct entirely.
The Central Consumer Protection Authority’s 2023 Dark Pattern Guidelines prohibit manipulative interface design, basket sneaking, false urgency messaging, drip pricing, subscription traps, and confirm-shaming, among other listed practices. This isn’t theoretical: in June 2025, the CCPA issued an advisory directing e-commerce platforms to complete a self-audit within three months and publicly declare their compliance status, and platforms including major names in the market have already submitted formal declarations. The CCPA has stated it continues monitoring platforms that haven’t audited, and will act against violations.
One specific point worth knowing: a pre-selected or default option does not satisfy the affirmative consent requirement under the E-Commerce Rules. If your checkout flow defaults users into an add-on, a subscription, or anything else without a genuinely neutral choice, that’s a compliance gap, not a growth-hacking win.
The terms governing sellers on your platform, commission, listing standards, and compliance obligations pushed down to them.
The contract with every customer, and the disclosures required for the data you collect at checkout.
Clear, compliant policies that meet Consumer Protection Rules requirements and reduce disputes at the same time.
Terms with fulfilment, warehousing, and delivery partners that actually protect you when something goes wrong in the supply chain.
The formal mechanism required under the E-Commerce Rules, with a named grievance officer, not just a generic contact form.
Terms for creators and affiliates driving sales to your platform, including disclosure obligations.
Counterfeit listings and brand impersonation are genuine, recurring problems for e-commerce brands. We handle trademark registration for your brand and product names, and can act against sellers or third parties misusing your mark once you’re registered and have real standing to enforce it.
E-commerce platforms collect customer data at real scale, names, addresses, payment details, purchase history, which brings full DPDP Act obligations into play. Separately, e-commerce operators carry tax-collection-at-source obligations under GST law on transactions processed through the platform, a compliance layer that needs to be built into your billing and reporting from the outset, not retrofitted later.
We draft term sheets, SAFEs, and shareholders’ agreements for e-commerce founders, and can help resolve any FDI structuring questions before they become a diligence problem during your raise.
My Legal Pal is led by Prakhar Rai, an advocate enrolled with the Bar Council of India and an alumnus of NLSIU Bangalore, with a Master of Business Laws and 10+ years of experience, working with e-commerce founders on everything from FDI structuring to dark pattern compliance, an area regulators are actively enforcing right now, not a theoretical risk.
Our full startup legal practice, all stages.
For e-commerce platforms handling payments directly.
Protect your brand from counterfeit listings.
Tell us about your business, and we’ll come back with a clear scope and fixed fee.
