Please read the below conditions & terms

Terms & Conditions

Last updated on 05-03-2024 11:11:35

• PART A: GENERAL TERMS AND CONDITIONS

  This document/agreement/understanding is a computer-generated electronic record published in terms

  of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code)

  Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from

  time to time) and does not require any physical or digital signatures.

  These Terms and Conditions (“Terms”) constitute a legal agreement between You and Razorpay Software

  Private Limited (“Razorpay” or “us”, or “we” or “our””). The Terms, constituted of Part A: General Terms

  and Conditions and Part B: Specific Terms and Conditions, govern Your access to and use of Razorpay

  services, including payments, technology, software, analytics or any other services, tools or products offered

  or made available by Razorpay and/or its Affiliates, and/or their Facility Providers, (“Services”). The Services

  may be offered or made available to You via our website, mobile applications, software, APIs, social media,

  or other access channels (“Platform”). “You”, “Yours”, “Yourself” or “Merchant” refers to customers, who

  may be a non-registered individual or corporate body, who register for, use, or access the Platform or

  Services. The Services provided by Razorpay through the Platform are available and are appropriate only for

  use in India.

  Please read these Terms carefully before accessing the Platform or using the Services. By accessing the

  Platform or using the Services, You agree to be bound by these Terms, including our Privacy Policy and any

  other policy applicable to the Services received via the Platform. If You do not agree to these Terms or do not

  wish to be bound by these Terms, You must immediately terminate the use of the Services. Razorpay reserves

  the right to amend or otherwise modify the Terms at any time by posting an updated version on the website.

  The updated Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms

  periodically for updates/amendments. Your continued access of the Platform or use of the Services signifies

  Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent

  modifications to these Terms in any way, Your only recourse is to immediately terminate the use of the

  Services.

  We may require You to agree to additional terms in connection with specific Services, provided either by

  Razorpay or its Affiliates, that You may avail from time to time. You agree to be bound by supplemental

  terms of any specific Service that You access or use via our Platform and/or are available by hyperlink on our

  Platform. We may ask You to agree to those supplemental terms by way of ‘acceptance’. Should You choose

  to avail any specific Service, You may be required to complete forms and provide additional data/information.

  You hereby give your consent for us to store, and use the data/information You provide on the Platform

  during (i) the initial sign up/registration process and (ii) registration or onboarding for any specific Service in

  future. You hereby further give Your consent for us to pre-fill forms for the registration or onboarding process

  of any specific Service with such data/information provided. You acknowledge and agree that we reserve the

  right to verify, and re-verify where applicable, the data/information You provide in relation to any specific

  Service. Your right to access and use any specific Service is subject to successful completion, at our sole

  discretion, of registration or onboarding process for that specific Service. To the extent these Terms are

  inconsistent with any supplemental terms for a specific Service, then those specific terms shall prevail over

  these Terms. You further agree that any claims relating to any specific Services shall be brought solely against

  the Razorpay Affiliate providing the specific Services.

  Where You intend to avail online as well as offline payment aggregation services, You understand and agree

  that online Services will be provided by Razorpay Software Private Limited and offline Services will be

  provided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate of Razorpay. You

  acknowledge and agree that the provision of offline payment aggregation services by Razorpay POS will be

  governed by Part A: General Terms and Conditions along with Part VII: Specific Terms for Offline

  Aggregation Services and Devices of Part B: Specific Terms and Conditions enumerated below. For the

  avoidance of doubt, the reference to Razorpay under Part A: General Terms and Conditions shall include

  Razorpay POS as well.

  1. PROPRIETARY RIGHTS

  
  

  1.1. We (and our licensors, as applicable) remain the sole owner of all right, title and interest in the Services,

  including the Platform and the website www.razorpay.com (“website”), including any intellectual property

  
  

  rights which subsist in the Services (whether registered or not). Razorpay grants You a personal, non-

  exclusive, non-transferable, limited right to access the Platform and make personal use of the website and the

  
  

  Services. You shall not remove, obscure, or alter any proprietary rights notices (including trademark and

  copyright notices), which may be affixed to or contained within the Services. We reserve all rights not

  granted under the Terms. We (and our licensors, as applicable) retains its rights in and to trademarks, trade

  names, service marks, logos, domain names, and other distinctive brand features (“marks”) owned or used by

  us in the course of our business. You do not have the right to use any of our marks without explicit consent

  from us. You shall not download, copy, create a derivative work, modify, reverse engineer, reverse assemble,

  transmit or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in

  or otherwise transfer any right in the Services or marks. You further acknowledge and agree that the Services

  may contain information that is designated confidential by us and You shall not disclose such information

  without our prior written consent.

  1.2. You grant a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable license to Razorpay,

  its Affiliates and third party service providers, to use Your data, Your customer’s data, information, content,

  trademarks, logos and any other materials/information You upload or make available to us or on the Platform

  (“Your materials”). You agree that Razorpay may use Your materials to operate and improve the Platform,

  provide the Services, and fulfil Razorpay’s rights and discharge its obligations under the Terms. You agree

  that Razorpay may use Your materials in its marketing and promotional materials without requiring any

  incremental consent from You. You further agree that Razorpay may conduct analytics on Your materials and

  that Razorpay shall retain ownership of the results or reports derived from such data which shall be in

  aggregated and anonymised form for its business purposes in accordance with Applicable Laws. You shall

  indemnify and hold harmless Razorpay, its Affiliates and its service providers on demand against all claims

  and losses arising out of or in connection with our use of Your Materials in accordance with this clause.

  2. USAGE OF THE WEBSITE AND USE OF SERVICES BY THE

  USER

  2.1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter

  into binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Your

  passwords, login and account information. You are responsible for maintaining the confidentiality of any

  login information and secure access credentials associated with Your Razorpay account. You will be

  responsible for all use of the Platform and/ or Services by You or anyone using Your password and login

  information (with or without our permission). You are responsible for all activities that occur under Your

  account/in using Your secure credentials and Razorpay shall not be liable for any such change or action

  performed by using Your secure credentials on the Website.

  2.2. You agree to provide true, accurate, current and complete information about Yourself as and when

  prompted by the Platform. If You provide any information that is untrue, inaccurate, not updated or

  incomplete (or becomes untrue, inaccurate or incomplete), or Razorpay has reasonable grounds to suspect

  that such information is untrue, inaccurate, not updated or incomplete, Razorpay shall have the right to

  immediately suspend or terminate Your account and/or refuse any and all current or future use of the Platform

  or Services, or any portion thereof, in connection thereto.

  2.3. By using the Services and providing your contact information, you consent to receiving information

  about, and offers for, various products and services from Razorpay, its Affiliates or third parties. These

  communications may occur through various channels, including but not limited to telephone, SMS, email,

  WhatsApp, other messaging services, or any other physical, electronic, or digital means. You agree that

  Razorpay may contact you electronically or by phone to gauge your interest in specific products and services

  and to process your requests or applications. Additionally, you authorize Razorpay, along with its partners,

  service providers, vendors, and other third parties, to contact you for purposes such as (i) presenting or

  soliciting your interest in other products or services from third parties, or (ii) sending marketing materials,

  offers, or other information through the Website or via other methods including telephone, SMS, email,

  WhatsApp, or other messaging services or digital means. You consent to receiving these communications on

  the phone or mobile number you provided on the website and explicitly waive any registration or preferences

  
  

  listed under the Do Not Disturb (DND) or National Customer Preference Register (NCPR) in accordance

  with Telecom Regulatory Authority of India (TRAI) regulations.

  2.4. You agree and authorize Razorpay to share your information with its partner banks, financial institutions,

  group companies, Affiliates, vendors, service providers, and other third parties as necessary to provide the

  various products and services you select or to offer additional value-added services. You also consent to

  receiving communications via email, telephone, and/or SMS from Razorpay or these third parties. If you

  request to opt out of receiving such communications or marketing materials in the future, this request will

  only apply prospectively and will not affect data that has already been shared by Razorpay with your prior

  consent.

  2.5. By accessing the Platform or using our Services, You acknowledge and agree that we may display offers,

  promotions, and other content from our partners, Affiliates, and third parties to You or Your end users. These

  offers and promotions may be tailored based on the information provided, including past information on our

  Platform or by Your or end users use of our Services. We may leverage the data, including personal data, that

  You or Your end users submit to personalize and optimize these offers, ensuring that they are relevant and

  valuable to You, and You explicitly consent to such usage. This may include, but is not limited to, Your or

  Your end user preferences, interactions, and usage patterns on our Platform. We do not guarantee the

  accuracy, quality, or suitability of any offers presented, and such offers may be subject to additional terms and

  conditions. Your, or an end user’s, engagement with these offers is solely at Your discretion.

  2.6. You acknowledge and agree that for undertaking any payment and/or financial transaction through the

  Platform, Razorpay may undertake due diligence measures and seek information required for KYC purposes,

  which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You

  acknowledge and agree that Razorpay may undertake enhanced due diligence measures (including any

  documentation), to satisfy itself relating to due diligence requirements in line with the requirements and

  obligations under Applicable Laws. You are solely responsible for understanding and complying with all

  Applicable Laws, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment

  Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money

  Laundering Act, 2002, KYC Guidelines, etc. issued by the RBI as may be amended from time to time that

  may be applicable to You in connection with Your business and use of Platform or Services.

  2.7. You agree and covenant that before the commencement of any Service(s) under these Terms, You shall

  provide the necessary documents (as determined in Razorpay's sole discretion or when required by Facility

  Providers or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Razorpay

  to conduct the due diligence in respect of You and Your business / activities. Razorpay shall have the right to

  share the KYC Documents (or the information therein) and other related documents with the Facility

  Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws.

  You expressly consent Razorpay to rely on the KYC Documents provided by You for providing Services. You

  further acknowledge and agree that Razorpay reserves the right at all times to monitor, review, retain and/or

  disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws,

  legal process or governmental request.

  2.8. Razorpay shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any

  KYC related or other documents of Your customers or invoices, in its sole discretion and / or as per the

  Applicable Laws or pursuant to requests from governmental authorities, law enforcement agencies or Facility

  Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Razorpay to suspend

  the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the

  sole satisfaction of Razorpay.

  2.9. You agree that Razorpay shall not be responsible for any delivery, after-sales service, payment, invoicing

  or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services

  and/or any other obligations or services relating to or in respect of Your products or services. Such obligations

  shall be Your sole responsibility. You shall indemnify Razorpay against any claim arising from such services

  or obligations and shall bear any and all expenses and/or costs relating thereto.

  2.10. Throughout Your use of the Services, You declare that You or Your affiliates and/ or its Beneficial

  Owner are not a Politically Exposed Person. You shall forthwith inform us in writing if this declaration

  becomes untrue during any period of Your use of the Services. Capitalised terms used here but not defined

  
  

  shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI, as amended from time to

  time.

  2.11. The usage of the Platform may also require You to provide consent for providing Your Personal

  Information (“PI”) (including but not limited to any personal data or sensitive personal data as defined under

  Applicable Laws) or to authorize Razorpay to derive Your data/information from any source or public registry

  or portal, as may be necessary to complete Your profile or Your application on the Platform, conduct due

  diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services

  through this Platform. You explicitly authorise Razorpay to rely on such information and You represent and

  warrant that such information shall be and shall remain true and accurate. Razorpay shall adhere to best

  industry practices including information security, data protection and privacy law while processing such

  applications. However, Razorpay shall not be liable to You against any liability or claims which may arise out

  of such transactions as any such PI is being collected, used, processed and shared with Your explicit consent.

  2.12. You agree not to use the Platform and/or Services for any purpose that is unlawful, illegal or forbidden

  by these Terms, or any local laws that might apply to You. We may, at our sole discretion, at any time and

  without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the

  Platform and/or Services.

  2.13. You are prohibited from posting or transmitting to or through this Platform: (i) any unlawful,

  threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate

  rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any

  commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing

  of any good or services); (iii) any material or content that infringes, misappropriates or violates any

  copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses

  or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any

  computer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendly

  relations with foreign states, or public order or causes incitement to the commission of any cognizable

  offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another

  person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any

  violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this

  Platform.

  2.14. You represent and and warrant that:

  (a) You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power

  and authority to own and operate Your business.

  (b) You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your

  obligations under these Terms.

  (c) The execution, delivery and performance of these Terms has been authorized by all necessary corporate

  and organizational actions including but not limited to board resolution and/or power of attorney and/or letter

  of authority to bind Your business and Your company/firm/organization.

  (d) You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in

  accordance with its clauses.

  (e) You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other

  crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits

  that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the

  virtual world. Any breach of this provision shall be subject to immediate suspension or termination of Your

  access to or use of the Platform or any or all Services, at Razorpay's sole discretion. You shall indemnify

  Razorpay from any losses arising from Your breach of this provision.

  2.15. You further represent, warrant, and covenant that:

  (a) Your use of the Platform and Services and sale of Your products/services are solely for Your own bona

  fide business activities which are in compliance with the Applicable Laws and also the instructions issued

  
  

  from time to time by the Razorpay and its Facility Providers.

  (b) Your use of the Services corresponds to those activities under the categories You have expressly registered

  for at the time of entering into these Terms and as set out in Your onboarding form on the Razorpay

  dashboard or as otherwise approved in writing by Razorpay.

  (c) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services

  by any third parties, including Your affiliates.

  (d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on

  with the intent to defraud, or is likely to result in Your unjust enrichment and/or unlawful gain.

  (e) Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services

  specified under these Terms.

  2.16. You hold express informed consent of Your customers to share customers’ information, including

  personal data, with Razorpay and its affiliates (i) in connection with provision of Services to You and other

  users of the Platform or Services, (ii) for the purposes of sharing such information with governmental

  authorities as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking and

  fraud prevention, or (iv) pursuant to regulatory authorities' orders and/or notices including but not limited to

  notices under Section 94 of BNSS.

  2.17. You acknowledge that the Services are of complex nature and require the intervention of the Facility

  Providers. You acknowledge and agree that Razorpay shall only be liable for acts or omissions which are

  solely and directly attributable to Razorpay.

  2.18. In order to avail the Services, You shall take all necessary steps to facilitate the integration of

  Razorpay's solutions with Your platform. It is hereby clarified that any Server to Server (S2S) integration, if

  done, shall be solely for the purpose of availing the Services and intended to be used or accessed only by You.

  2.19. You shall assist Razorpay in furnishing to its auditors, the Facility Providers, governmental authorities,

  or law enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the

  original copy / copies of proof of transactions, invoices or other records, including pertaining to any order

  placed by Your customers. You shall retain records relating to transactions for a period of 10 (ten) years from

  the relevant date of the order placed on Your site. Razorpay and the Facility Providers, and/or governmental

  agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data

  relating to the customer's orders at any time whatsoever and without any prior notice. You shall ensure

  cooperation with Razorpay, its auditors, Facility Providers, governmental authorities, or law enforcement

  agencies for any audit, inspection or pursuant to any other request.

  2.20. You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of

  Razorpay or the Facility Provider; (ii) represent that You have any rights to offer any products or services

  offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third

  party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for,

  whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.

  2.21. When a customer purchases goods or services from You, You may, in Your sole discretion, impose any

  convenience fee on the customer. Any responsibility or losses incurred by Razorpay as a result of the charge

  of any such convenience fee by You to Your customers shall be borne by You. You shall also indemnify

  Razorpay for such liability or losses.

  2.22. You shall not engage, appoint, or otherwise utilize any third-party service provider in connection with

  the Services under this Agreement without the prior written consent of Razorpay. You further agrees that they

  shall utilize the Services solely (a) directly from Razorpay; (b) through a payment orchestration solution

  provided or expressly approved by Razorpay; or (c) via a proprietary in-house orchestration solution

  developed by the Merchant, subject to Razorpay’s prior written approval. You shall not engage, integrate, or

  route any payments through a third-party payment orchestrator not explicitly approved by Razorpay. Any

  breach of this clause, including use of an unapproved third-party orchestrator, shall entitle Razorpay to

  immediately suspend and/or terminate the Services without any liability to Razorpay.

  
  

  3. PAYMENT

  3.1. Applicable fees for the provision of Services shall be levied by Razorpay from time to time. You agree

  that the fees shall be charged according to the manner, rates and frequency determined by Razorpay.

  Razorpay reserves the right to update the amount of the fees charged at its sole discretion. Razorpay fees

  allow access to the entire suite of payments products, dashboard and custom reports, and includes MDR

  charges, if any, for payment instruments as prescribed under applicable guidelines. For clarity, Razorpay fees

  include zero MDR for Rupay Debit Cards and UPI transactions.

  3.2. Fees are exclusive of applicable taxes and Razorpay will charge such applicable taxes on the fees from

  time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms

  shall be borne by You.

  3.3. We will raise monthly invoices in respect of fees charged for Services provided during such month.

  Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be

  communicated by You to us via a notice no later than ten (10) days from the date of the invoice. Razorpay

  shall use good faith efforts to reconcile any reasonably disputed amounts.

  3.4. You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of

  discrepancies, You shall report to Razorpay regarding such discrepancy within three (3) days upon the receipt

  of the funds. Razorpay shall not be liable for any reconciliation issue if the same is highlighted by You to

  Razorpay after such time.

  3.5. For fees deducted upfront before provision of the specific Service, it is agreed that if You deposit

  applicable taxes under Section 194H of the Income Tax Act, 1961 (in respect of invoices received by You)

  and furnish to Razorpay Form 16-A in respect of such taxes paid, then Razorpay shall reimburse to You, on a

  quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices received

  by You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of the

  Income Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). You shall deposit the withheld

  taxes with the government treasury, file the statutorily mandated returns and furnish the requisite tax

  deduction certificate (Form 16-A) to Razorpay within one hundred and eighty (180) days so as to enable

  Razorpay to obtain full credit for the taxes deducted at source.

  3.5 A. If You operate as an e-commerce operator, facilitating the sale of goods or provisions of services of a

  resident e-commerce participant, You shall evaluate and comply with the requirements of TDS under Section

  19.40 of the Income Tax Act, 1961. You, as an e-commerce operator, will withhold tax under Section 19.40 of

  the Act and deposit the same within the applicable timelines, including carrying out all the necessary

  compliances as prescribed under the Income Tax Act, 1961. As the payment service provider, Razorpay

  
  

  would not be obligated to deduct tax under Section 19.40 and the same will be Your responsibility as the e-

  commerce operator. For the purposes of this clause 3.5A, "e-commerce operator" and "e-commerce

  
  

  participant" shall have the meaning assigned to them in section 19.40 of the Income Tax Act, 1961.

  3.6. You shall be solely responsible for updating Your GST registration number on the Razorpay dashboard

  before Razorpay generates the invoice and shall also submit the GST certificate as part of KYC. Razorpay

  will raise a GST tax invoice and report the transactions in the GST returns based on the information provided

  by You. The GST returns will be filed as per the statutory timelines, to enable You to avail appropriate input

  tax credit. Razorpay shall not be responsible for any mistake and or misrepresentation by You in updating the

  GST number and other particulars as per the GST certificate. Further, any liability raised on Razorpay by the

  GST authorities due to incorrect information provided by You or deliberate withholding of any statutory

  information by You shall be recovered by Razorpay from You.

  3.6A In order for Razorpay to issue a proper B2B tax invoice under the GST law and to ensure GST input

  credit is available to You, Razorpay shall record Your correct GSTIN. Towards this, You are advised to verify

  Your GSTIN and registered address captured within the account maintained with Razorpay at periodical

  intervals and correct the same wherever necessary. In the event, correct GSTIN is not updated in Your

  account maintained with Razorpay, then You shall be solely responsible in respect thereof and Razorpay shall

  not be liable to accommodate any request for revision of invoice and / or amendment to GST reporting.

  
  

  4. PRIVACY POLICY

  By using the website, You hereby consent to the use of Your information as we have outlined in our Privacy

  Policy.

  5. THIRD PARTY LINKS / OFFERS

  The Platform contains links to other websites over which we have no control. We encourage You to review

  the terms and privacy policies of those other websites so You can understand Your use of the websites and

  how they collect, use and share Your information. Razorpay is not responsible for the terms and conditions,

  privacy policies or practices of other websites to which You choose to link from the Platform. You further

  acknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damage

  or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods

  or services available on or through any such site or resource. Your interaction with any third party accessed

  through the website is at Your own risk, and Razorpay will have no liability with respect to the acts,

  omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any

  personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with

  the third parties.

  6. OUR PARTNERS

  This Platform also offers You access to information primarily about certain financial products/services

  including, but not restricted, to loan facility, credit cards facility, investment services such as current accounts

  offered by our lending partners. The terms and conditions for the same can be accessed here.

  7. DISCLAIMER OF WARRANTY

  To the maximum extent permitted by Applicable Laws, the Platform and the Services are provided on an “as

  is” basis. You acknowledge that Razorpay does not warrant that the Service(s) will be uninterrupted or error

  free or fit for Your specific business purposes.

  8. LIMITATION OF LIABILITY

  8.1. Razorpay (including its officers, directors, employees, representatives, affiliates, and providers) will not

  be responsible or liable for (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special,

  exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation

  lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is

  in any way connected with (i) any failure or delay (including without limitation the use of or inability to use

  any component of the Platform), or (ii) any use of the Platform or Services or content therein, or (iii) the

  performance or non-performance by us or any Facility Provider, even if we have been advised of the

  possibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infect

  Your computer equipment or other property as the result of Your access to the Platform or Services or Your

  use of any content therein.

  8.2. Notwithstanding anything under these Terms, Razorpay's aggregate liability and that of its affiliates,

  officers, employees and agents relating to the Service(s), will not exceed an amount equal to one (1) month

  fees paid by You for the specific Service(s) giving rise to the liability. Razorpay's liability under or in

  connection with Terms will be proportionately reduced to the extent any loss or damage is contributed to by

  You or Your third party providers.

  9. INDEMNITY

  You agree to indemnify and hold Razorpay (and its officers, affiliates, group company, directors, agents and

  employees) harmless from any and against all claims, whether or not brought by third parties, causes of

  
  

  action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature,

  including reasonable attorneys' fees, or arising out of or related to Your breach of these Terms, Your violation

  of any Applicable Laws or the rights of a third party, or Your use of the Platform or any disputes between You

  and any third party. The covenants of indemnity set forth herein shall survive and continue even after the

  termination of Your use of the Services.

  10. CARD ASSOCIATION RULES

  10.1. "Card Payment Network Rules" refer to the written rules, regulations, releases, guidelines, processes,

  interpretations and other requirements (whether contractual or otherwise) imposed and adopted by the card

  payment networks. These card payment networks have infrastructure and processes to enable transaction

  authorisation. The card payment networks require You to comply with all applicable guidelines, rules, and

  regulations formulated by them.

  10.2. The card payment networks reserve the right to amend their guidelines, rules and regulations from time

  to time. We may be required to amend, modify or change these Terms pursuant to amendments to the Card

  Payment Network Rules and such amendments, if any, shall be deemed to be binding on You with immediate

  effect.

  10.3. You agree to fully comply with all programs, guidelines, requirements that may be published and/or

  mandated by the card payment networks. Notwithstanding our assistance in understanding the Card Payment

  Network Rules, You expressly acknowledge and agree that You are assuming the risk of compliance with all

  provisions of the Card Payment Network Rules, regardless of whether You are aware of or have access to

  those provisions. For illustration purposes - MasterCard, Visa, Diners, RuPay and American Express make

  excerpts of their respective rules available on their internet sites.

  10.4. In the event that Your non-compliance of Card Payment Network Rules, results in any fines, penalties or

  other amounts being levied on or demanded of us by a card payment network, then without prejudice to our

  other rights hereunder, You shall forthwith reimburse us in an amount equal to the fines, penalties or other

  amount so levied or demanded or spent by us in any manner in relation to such fines, penalties and levies. If

  You fail to comply with Your obligations towards the card payment networks, Razorpay may suspend

  settlement or suspend/terminate the Services forthwith.

  11. WAIVER

  Razorpay shall not be deemed to have waived any right or provision of this Agreement unless such waiver is

  made in writing. A waiver of any term or condition of this Agreement shall not be deemed a waiver of any

  other term or condition, nor shall it be a continuing waiver.

  12. FORCE MAJEURE

  If performance of Services/Platform by Razorpay is prevented, restricted, delayed or interfered with by

  reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather,

  shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms,

  any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war,

  revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order,

  proclamation, regulation, ordinance, demand or requirement having legal effect of any government,

  regulatory or any judicial authority or representative of any such government, or any other act whatsoever,

  whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of

  Razorpay, then Razorpay shall be excused and discharged from such performance to the extent of and during

  the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to

  a breach by Razorpay of its obligations herein or incur any legal liability on Razorpay.

  13. ANTI BRIBERY AND SANCTIONS LAWS

  
  

  You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials,

  representatives, agents or any other person associated with or acting on behalf of You from giving, offering,

  promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift,

  hospitality or anything else of value (either directly or indirectly) whether from within the country or from

  abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of

  authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other

  third party or person in order to obtain an improper commercial/ business advantage of any kind. Government

  officials include any government employee, candidate for public office, an employee of government- owned

  or government–controlled companies, public international organisations and political parties. You also agree

  not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of

  anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing

  any decision in Your favour.

  14. ADDITIONAL TERMS

  14.1. You shall not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay may

  assign its rights and duties under these Terms without any such assignment being considered a change to the

  Terms and without any notice to You. If we fail to act on Your breach or anyone else's breach on any

  occasion, we are not waiving our right to act with respect to future or similar breaches.

  14.2. Razorpay may, at its reasonable discretion and in compliance with Applicable Laws, blacklist Your end

  users to manage fraud and risk. Blacklisted users may be restricted from transactions, and removal of

  blacklisting may occur based on updated risk assessments. You acknowledge and agree that Razorpay may

  take such measures to protect the integrity of the payment ecosystem. Razorpay is not obligated to provide

  prior notice or reasons for these actions. You agree to be solely responsible for providing any notification to

  Your end users.

  14.2. Additional terms applicable to the Services provided by Razorpay or its Affiliates are as under:

  (a) The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your

  and our observance of the same. If You take any legal action relating to Your use of the Platform or these

  Terms, You agree to file such action only in the courts located in Bangalore, India. In any such action that We

  may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the

  legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees.

  You acknowledge that You have read and have understood these Terms, and that these Terms have the same

  force and effect as a signed agreement. This clause shall survive termination of the Terms.

  (b) Without prejudice to any other rights or remedies Razorpay may have, You hereby agree and confirm that

  Razorpay shall have the right to set-off by whatever means the whole or any part of Your liability to Razorpay

  under these Terms (or any other agreement between You and Razorpay or its affiliates) against any funds,

  sums or other amounts credited to, or owing to, You under these Terms (or any other agreement between You

  and Razorpay or its affiliates). You agree that Razorpay may exercise the right of set-off at any time, without

  any prior notice to You. In the event such set-off does not fully reimburse Razorpay for the liability owed,

  You shall pay Razorpay a sum equal to any shortfall thereof.

  (c) You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative of

  Razorpay or any Facility Provider; (ii) represent that You have any rights to offer any products or services

  offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third

  party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for,

  whether directly or indirectly, any obligation and/or responsibility to customer or any third party. (d)

  Razorpay reserves the right to make changes to the website, related policies and agreements, these Terms and

  the Privacy Policy at any time as it deems fit and proper, including but not limited to comply with changes in

  law or regulation, correct inaccuracies, omissions, errors or ambiguities, reflect changes in the process flow,

  scope and nature of the Services and ancillary services, company reorganization, market practice or customer

  requirements.

  14.3. You agree that the fees for any Services under these Terms shall be charged according to the manner,

  rates and frequency determined by Razorpay. Razorpay reserves the right to update the amount of the fees

  
  

  including for Services for which no charge has been levied previously in accordance with this clause. You

  agree that You shall be liable to pay any additional fees as determined by Razorpay in the event:

  (a) You avail certain value-added services available on the dashboard irrespective of whether they have been

  available free of charge previously.

  (b) You avail any new Services not mentioned in these Terms. You agree that Your use of any Service or a

  value-added service shall be construed as a consent to any additional fees which may be levied by Razorpay

  on such additional Service or value-added service.

  14.4. An end user may avail dynamic currency conversion ("DCC") services which may be made available by

  Razorpay to an end user, as applicable. The transaction amount payable by the end user towards the purchase

  of goods or services from a merchant shall be inclusive of charges for such DCC services availed by the end

  user. An end user may reach out to dcc_invoice@razorpay.com, by providing the payment ID and end user

  contact number, to get invoices for DCC transactions.

  15. ADVERTISING

  Some of the Services may be supported by advertising revenue and may display advertisements and

  promotional material. These advertisements may be targeted to the content of information stored on the

  Services, queries made through the Services or other information. The manner, mode and extent of

  advertising by Razorpay are subject to change without any specific notice to You. In consideration for

  Razorpay granting You access to and use of the Services, You agree that Razorpay may place such

  advertisements on the Services through website, print media, electronic media, social media, advertising

  platforms, etc.

  16. SUSPENSION AND TERMINATION

  16.1. Notwithstanding anything to the contrary, Razorpay shall have the right to immediately suspend

  Services and settlement of any monies or payments to You, without any liability to You, in the event of the

  following:

  (a) You breach any clause of these Terms.

  (b) You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and

  Services' listed below in clause 17 of Part A: General Terms and Conditions.

  (c) Razorpay receives instructions from Facility Providers or governmental authorities or law enforcement

  agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof

  regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.

  (d) You use the Services for any transactions which have a high-risk score as per Razorpay's internal fraud

  assessment tools and other policies.

  (e) Razorpay is of the opinion that there are suspicious circumstances surrounding Your activities.

  (f) Razorpay is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals

  relating to Your use of Services.

  (g) Your products/services infringe, or are suspected of infringing, intellectual property rights, copyrightable

  works, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or

  knock-off goods.

  (h) You materially change the type of the products/services provided to end customers and as declared on the

  onboarding form, without obtaining Razorpay's prior written permission to use the Services for the new or

  changed types of services/products, or it is discovered by Razorpay that You provided substantially

  misleading and/or false information about Your products/services as part of the onboarding activities.

  
  

  (i) Razorpay in its sole discretion determines that Your activities expose Razorpay to risks which are

  unacceptable to Razorpay.

  (j) Razorpay in its sole discretion is required to do so due to regulatory changes impacting the Services.

  16.2. These Terms are effective upon the date You first access or use the Platform or Services and continue

  until such access and use is terminated by You or Razorpay. Unless you have a separate offline agreement in

  relation to use the Services, or any part thereof, these Terms will apply. We may terminate these Terms or

  close Your Razorpay account at any time for any reason (including, without limitation, for any activity that

  may create harm or loss to the goodwill of Razorpay). Where Applicable Laws require advance notice of

  termination to be provided, we will, prior to termination, provide You with the required advance notice of

  termination.

  16.3. Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon

  termination, You agree to stop using the Services. Your continued or renewed use of the Services after

  termination serves to renew Your consent to the Terms. In addition, upon termination You understand and

  agree that we will not be liable to You for compensation, reimbursement, or damages related to Your use of

  the Services, or any termination or suspension of the Services or deletion of Your information or account

  data; and You will still liable to us for any fees or fines, or other financial obligation incurred by You or

  through Your use of the Services prior to termination.

  17. PROHIBITED PRODUCTS AND SERVICES

  1. Adult goods and services which includes pornography and other sexually suggestive materials (including

  literature, imagery and other media); escort or prostitution services; website access and/or website

  memberships of pornography or illegal sites;

  2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;

  3. Body parts which includes organs or other body parts;

  4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email

  messages (spam);

  5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals

  for free;

  6. Child pornography which includes pornographic materials involving minors;

  7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright

  protection;

  8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or

  protected materials;

  9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or

  protected materials, including OEM or bundled software;

  10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items

  without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit

  stamps, and other potentially unauthorized goods;

  11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs

  like salvia and magic mushrooms;

  12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

  13. Endangered species which includes plants, animals or other organisms (including product derivatives) in

  danger of extinction;

  
  

  14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling

  sites, and related content;

  15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;

  16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment

  enabling illegal access to software, servers, website, or other protected property;

  17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling

  illegal acts;

  18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health

  fixes;

  19. Offensive goods which include literature, products or other materials that: (a) defame or slander any

  person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b)

  encourage or incite violent acts; or (c) promote intolerance or hatred.

  20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings,

  associated with criminals;

  21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and

  related goods; toxic, flammable, and radioactive materials and substances;

  22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar

  substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police

  badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot

  machines; surveillance equipment; goods regulated by government or other agency specifications;

  23. Securities which includes government bonds or related financial products;

  24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

  25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and

  related products;

  26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

  27. Wholesale currency which includes discounted currencies or currency exchanges;

  28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;

  29. Multi-level marketing collection fees;

  30. Matrix sites or sites using a matrix scheme approach;

  31. Offering work-at-home approach and/or work-at-home information; with an intention to deceive;

  32. Drop-shipped merchandise;

  33. Any product or service which is not in compliance with all applicable laws and regulations whether

  federal, state, local or international, including the laws of India;

  34. Provision of any services that have the potential of casting the payment gateway facilitators in a poor light

  and/or that may be prone to buy and deny attitude of the cardholders when billed (e.g. adult material/mature

  content/escort services/friend finders) and thus leading to chargeback and fraud losses;

  35. Businesses or website that operate within the scope of laws which are not absolutely clear or are

  ambiguous in nature (e.g. web-based telephony, Website supplying medicines or controlled substances,

  website that promise online match-making);

  
  

  36. Businesses outrightly banned by law (e.g. betting and gambling/ publications or content that is likely to be

  interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions,

  lotteries/sweepstakes & games of chance;

  37. If You deal in intangible goods/ services (eg. software download/health/beauty products), and businesses

  involved in pyramid marketing schemes or get-rich-quick schemes and any other product or service, which in

  the sole opinion of either the partner bank or the acquiring bank, is detrimental to the image and interests of

  either of them/both of them, as communicated by either of them/both of them to You from time to time. This

  shall be without prejudice to any other terms and conditions mentioned in these Terms;

  38. Mailing lists;

  39. Virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited

  investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital

  goods or services or otherwise exit the virtual world;

  40. Money laundering services;

  41. Database providers (for tele-callers);

  42. Bidding/auction houses;

  43. Activities prohibited by the Telecom Regulatory Authority of India;

  44. Any other activities prohibited by Applicable Laws;

  45. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);

  46. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS)

  like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require

  license for such businesses.

  The above list is subject to updates / changes by Razorpay based on instructions received from Facility

  Providers.

  18. DEFINITIONS:

  18.1. “AD-1 Bank” means a scheduled commercial bank in India which is authorized under the relevant

  legislation to undertake all current and capital account transactions according to the directions issued by the

  RBI from time to time.

  18.2. “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under

  common control with Razorpay, whereby “control” (including, with correlative meaning, the terms

  “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to

  direct, or cause the direction of the management and policies of such person, whether through the ownership

  of voting securities, by contract, or otherwise.

  18.3. “Applicable Laws ” shall mean (i) any law, statute, rule, regulation, order, circular, decree, directive,

  judgment, decision or other similar mandate of any applicable central, national, state or local

  governmental/regulatory authority having competent jurisdiction and force of law over, or applicable to You,

  us or the subject matter in question, as may be amended from time to time, and (ii) shall without limitation

  include any notification, circular, directive or other similar instruction issued by the ‘Financial Sector

  Regulators' including but not limited to the Reserve Bank of India (RBI) and/or rules, regulations, roles,

  responsibilities and processes as defined by NPCI on their www.npci.org.in.

  18.4. “Chargeback” shall mean the reversal (such reversal being requested by a Facility Provider pursuant to

  a request from the Facility Provider's customer) of the debit of the Transaction Amount that was charged by

  You, where the reversal is approved by the Facility Provider following examination of the Transaction related

  
  

  documents and information furnished by You, consequently resulting in Razorpay being charged the

  Transaction Amount and charges, penalties or fines associated with processing the Chargeback.

  18.5. “Chargeback Amount” shall mean the aggregate amount that the Facility Provider charges Razorpay

  pursuant to a Chargeback.

  18.6. “Chargeback Documents” has the meaning ascribed to the term in clause 2.1 of Part I: Specific Terms

  for Online Payment Aggregation Services.

  18.7. “Chargeback Request” means a claim for Chargeback by the Facility Provider's customer.

  18.8. “Claims” means any claim asserted against the Merchant, that is paid or payable to a third party

  pursuant to an order of a court of law, judicial and quasi-judicial authorities.

  18.9. “Customer” means the Merchant's customer who will be making payments to the Merchant in

  consideration for goods/services availed of by the customer from the Merchant.

  18.10. “Device” means the point of sale (POS) or mobile point of sale (mPOS) devices on which the

  Razorpay POS Software is enabled.

  18.11. “Escrow Account” is an account held by Razorpay with an Escrow Bank for the purpose of receiving

  the Transaction Amount and effecting settlements to You.

  18.12. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account under the

  Payment Aggregation Guidelines.

  18.13. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake

  settlements.

  18.14. “Facility Providers” shall means banks, financial institutions, NPCI, technology service providers, or

  other third parties facilitating the provisions of Services or any part thereof, including but not limited to (a)

  acquiring banks, (b) banks issuing credit cards, debit cards, prepaid instruments and accounts, and (c) card

  payment networks.

  18.15. “Fee Credit” has the meaning ascribed to the term in clause 1.5 of Part I: Specific Terms for Online

  Payment Aggregation Services.

  18.16. “Import Collection Account” or “ICA” means the current account opened and maintained by Razorpay

  with an AD-1 bank, as per PA-CB for the purpose of settlement of monies received from the Customers

  importing goods and services from Merchants.

  18.17. “KYC Guidelines” means KYC norms as set out in the Master Direction - Know Your Customer, 2016

  notified by Reserve Bank of India through circular no. Master Direction

  DBR.AML.BC.No.81/14.01.001/2015-16, to the extent applicable to the Services and as may be determined

  by Razorpay or the Facility Providers. KYC means know-your-customer.

  18.18. “NPCI” means the National Payments Corporation of India constituted pursuant to the provisions of

  the Payment and Settlement Systems Act, 2007.

  18.19. “OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of

  America.

  18.20. “Payment Aggregator Guidelines” means the RBI circular DPSS.CO.PD.No.1810/02.14.008/2019-20

  dated March 17, 2020, including any amendments, clarifications, FAQs, etc. which may be issued from time

  to time.

  18.21. “Payment Aggregator – Cross Border Guidelines” or “PA – CB” means, as applicable, RBI circular

  CO.DPSS.POLC.No.S-786/02-14-008/2023-24 dated October 31, 2023 including any amendments,

  clarifications, FAQs, etc. which may be issued from time to time.

  
  

  18.22. “Payment Instrument” includes credit card, debit card, bank account, prepaid payment instrument or

  any other instrument issued under Applicable Law, used by a customer to pay the Transaction Amount.

  18.23. “Permissible Deductions” means (a) fees charged by Razorpay; (b) Chargeback Amount including

  fines and penalties; and (c) any other sum due and payable by You to Razorpay.

  18.24. “Refund” means processing of Your request to Razorpay, for returning the Transaction Amount (or part

  thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.

  18.25. “RBI” shall mean the Reserve Bank of India.

  18.26. “Terminal ID (TID)” shall mean an unique number assigned to a Merchant that is set up in the

  Razorpay system. TIDs may also be associated with any Device at the discretion of Razorpay and the

  Merchant. Any Device can be deactivated at any time at the request of the Merchant.

  18.27. “Transaction” means an order or request placed by the customer with You (or a third-party vendor

  availing of Your services) for purchasing goods/services from You, which results in a debit to the customer's

  Payment Instrument.

  18.28. “Transaction Amount” means the amount paid by the Customer in connection with Transaction.

  PART B: SPECIFIC TERMS AND CONDITIONS

  PART I - SPECIFIC TERMS FOR ONLINE PAYMENT

  AGGREGATION SERVICES

  1. PAYMENT PROCESSING

  1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for Online

  Payment Aggregation Services, Razorpay shall facilitate collection of online payments for products/services

  sold by You. You agree that where any settlement amount is less than Rupee 1, Razorpay shall endeavour to,

  but is not obligated to You, make such settlement.

  1.2. Subject to Clause 2 and 3 of Part I: Specific Terms for Online Payment Aggregation Services, Specific

  Terms for Online Payment Aggregation Services, Razorpay shall settle the Transaction Amount (net of

  Permissible Deductions) into your account as per agreed timelines in compliance with the PA/PG guidelines.

  The Merchant acknowledges and agrees that the foregoing is subject to credit to / receipt of funds by

  Razorpay in the Escrow Account from acquiring banks or gateways.

  1.3. If Razorpay settles the Transaction Amount under Part A: General Terms and Conditions or Part B:

  Specific Terms and Conditions, at an earlier time than agreed above, Razorpay shall have an absolute right to

  recover the Transaction Amount forthwith if the same is not received in the Escrow Account within three (3)

  Escrow Bank Working Days following the date of the Transaction for any reason whatsoever.

  1.4. Razorpay shall have an absolute right to place limits on the Transaction value.

  1.5. You may choose to purchase Fee Credits from Razorpay in respect of the Services being rendered under

  Part I: Specific Terms for Online Payment Aggregation Services. It is agreed that in respect of each

  Transaction, Razorpay shall be entitled to deduct an amount equivalent to Razorpay fees along with

  applicable taxes from the Fee Credit. You agree that if sufficient funds are not available in the Fee Credits,

  then Razorpay shall be entitled to deduct Razorpay fees along with applicable taxes from the Transaction

  Amount. “Fee Credits” are the credits using which You may receive the full settlement amount without any

  fee deduction. For example, if You have a Fee Credit of INR 100 then all the Transactions will be settled in

  full and the fees for these payments will be deducted from the Fee Credit of INR 100.

  
  

  1.6. You agree that Razorpay shall be entitled, at its sole discretion, to recover any amounts from You that are

  charged to Razorpay and/or debited by Facility Providers from accounts maintained by You or any reason

  attributable to the provision of Services to You by way of deduction from (i) the Transaction Amount to be

  settled to You and /or (ii) any of Your other funds held by Razorpay in the course of providing the Services. In

  the event such set-off or recovery does not fully reimburse Razorpay for the liability owed, You shall pay

  Razorpay a sum equal to any shortfall thereof.

  1.7. You hereby acknowledge and agree that in case of reversal of Transaction Amount to Razorpay's Escrow

  Account due to any reason, including but not limited to your bank (where your settlement account resides)

  rejecting acceptance of the Transaction Amount for any reason whatsoever, Razorpay may refund the monies

  to the source account from which it was received.

  1.8. Notwithstanding anything set forth in the Terms, You acknowledge, agree and affirm that in the event

  Razorpay in its absolute discretion determines that, for reasons including but not limited to internal decisions

  or regulatory mandates, it is not feasible or suitable to settle the funds held in the Razorpay's Escrow Account

  to you, Razorpay reserves the right to withhold such settlement and after giving prior notice to you, shall

  refund the said amount back to the source account from which it was received.

  1.9. Merchant hereby consents and confirms that, where any bank as a payment aggregator/payment

  facilitator takes Razorpay services for processing settlement of funds for such Merchant, acting as Razorpay’s

  partner bank, the Merchant authorizes Razorpay to make settlements to such partner bank or any third party,

  whereby Merchant gives its instructions to such effect either directly to Razorpay or to such partner bank

  which is made available to Razorpay by such partner bank. Additionally, the Merchant understands and

  agrees that Razorpay may carry out KYC procedure for the said Merchant through any permissible means.

  2. CHARGEBACKS

  2.1. If a Facility Provider communicates to Razorpay the receipt of a Chargeback Request, You will be

  notified of the Chargeback. You agree that liability for Chargeback, whether domestic or international, under

  the Terms solely rests with You. You further agree that it is Your sole discretion whether to avail non-3D

  secure services or not and additional terms for the same will apply as set out in the Merchant dashboard.

  Subject to availability of funds, Razorpay upon receipt of a Chargeback Request shall forthwith deduct

  Chargeback Amount from the Transaction Amounts, which may be used, based on the decision of the Facility

  Provider, either to a) process Chargeback in favour of the customer or b) credit to You. For the avoidance of

  doubt, Razorpay shall be entitled to deduct the Chargeback Amount upon receiving a Chargeback claim. You

  shall be entitled to furnish to Razorpay documents and information (“Chargeback Documents”) pertaining to

  the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the

  aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said

  Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other

  period specified by the Facility Provider) of receiving notification of the Chargeback Request.

  2.2. You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider

  is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled

  to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback

  such that the said Chargeback Amount is credited to the customer's Payment Instrument.

  2.3. Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from

  Razorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amount

  from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any of Your

  other funds held by Razorpay in the course of providing the Services. Provided however, if the available

  Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Razorpay

  is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the

  Chargeback Amount within seven (7) days of receipt of the debit note.

  2.4. On the issuance of notice of termination under the Terms, Razorpay reserves the right to withhold from

  each settlement made during the notice period, a sum computed based on a Stipulated Percentage (defined

  hereinbelow) for a period of one hundred and twenty (120) days (“Withholding Term”) from the date of

  termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After

  
  

  processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, to You forthwith upon

  completion of the Withholding Term. The ‘Stipulated Percentage' is the proportion of the Chargeback

  Amounts out of the total Transaction Amounts settled during the subsistence of these Terms.

  2.5. Notwithstanding anything in the Terms, if the amount withheld pursuant to clause 2.4 above is

  insufficient to settle Chargebacks Amounts received during the Withholding Term, then Razorpay is entitled

  to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback

  Amount within seven (7) days of receipt of the debit note.

  2.6. The following applies for Chargebacks associated with EMI products which are supported by Facility

  Providers. For any loan cancellation requests, You need to respond to Razorpay within seven (7) working

  days with a suitable response. If loan is to be cancelled, then the same needs to be informed to Razorpay and

  if cancellation request is to be declined then You need to provide proof of delivery and justification. For loans

  which would get cancelled on the basis of Your confirmation, the amount would be recovered from the daily

  settlement.

  3. REFUNDS

  3.1. You agree and acknowledge that subject to availability of funds received in the Escrow Account, You are

  entitled to effect Refunds at Your sole discretion.

  3.2. You further agree and acknowledge that initiation of Refunds is at Your discretion and Razorpay shall

  process a Refund only upon initiation of the same on the Platform.

  3.3. All Refunds initiated by You shall be routed to the same payment method through which the Transaction

  was processed.

  3.4. You agree that Razorpay fees shall always be applicable and payable by You on each Transaction

  irrespective of whether You have refunded the same to Your customer either through normal channels of

  refunds or through the instant refund service of Razorpay affiliate (if availed).

  3.5. You acknowledge and agree that for payments that are late authorized but not captured by You, Razorpay

  may initiate auto-refund to the customer within five (5) days.

  4. FRAUDULENT TRANSACTIONS

  4.1. Subject to clause 2.1 and 2.2 of this Part I: Specific Terms for Online Payment Aggregation Services, if

  Razorpay is intimated, by a Facility Provider, that a customer has reported an unauthorised debit of the

  customer's Payment Instrument (“Fraudulent Transaction”), then in addition to its rights under clause 16 of

  Part A: General Terms and Conditions, Razorpay shall be entitled to suspend settlements to You during the

  pendency of inquiries, investigations and resolution thereof by the Facility Providers.

  4.2. If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to these

  Terms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be

  resolved in accordance with the RBI's notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6,

  2017 read with RBI's notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other

  notifications, circulars and guidelines issued by the RBI in this regard from time to time.

  4.3. Subject to clause 4.2 above, if the Fraudulent Transaction results in a Chargeback, then such Chargeback

  shall be resolved in accordance with the provisions set out in the Terms.

  4.4. You acknowledge that Razorpay shall not be responsible for any liability arising in respect of Fraudulent

  Transactions whether it is an international or a domestic transaction.

  4.5. You shall be liable in the event of breach of the fraud amount thresholds as provided under the NPCI

  guideline on ‘Fraud liability guidelines on UPI transactions' NPCI/2022- 23/RMD/001. You hereby

  understand and agree that the decision of the NPCI or the concerned acquiring bank, as the case may be, shall

  be final and binding.

  
  

  5. GENERAL

  5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Terms

  and Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, they

  shall be construed harmoniously.

  5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment Aggregation

  Services of Part B shall have the meaning ascribed to such terms in Part A: General Terms and Conditions.

  5.3. Clauses 2 and 4 of Part I: Specific Terms for Online Payment Aggregation Services of Part B shall

  survive the termination of the Terms.

  5.4. You hereby consent for Razorpay to share Your information/data, including activity related information

  and personal information, with its Affiliates, for (i) the Affiliates to facilitate access to/market along with

  Razorpay, such products and services as the Affiliates may deem You eligible; and/or (ii) to share such

  information with Facility Providers (such as banks, NBFCs) associated with the Affiliates, for such Facility

  Providers to assess Your eligibility for the proposed products and services. To revoke or modify such consent

  please reach out to support.razorpay.com.

  5.5. You hereby agree and confirm that in case You have opted for a loan/line of credit or any other similar

  product through Razorpay's affiliates/group companies, and its Facility Providers/lending partners, You

  hereby acknowledge, confirm, agree and provide unconditional consent that Razorpay may facilitate its

  affiliates/group companies which reserve the right to recover the outstanding dues from the positive balance

  as maintained by You with Razorpay. Depending on the type of loan product opted by You: (i) where NACH

  mandate provided by You as the first mode of repayment fails due to insufficient balance, recovery shall

  happen from your positive balance maintained with Razorpay, provided You have not completed repayment

  to lending partner of Razorpay affiliate/group companies through any other mode; or (ii) where your positive

  balance is first mode of repayment, recovery shall happen from the same.

  5.6. You hereby agree that Razorpay may deduct amounts from Your settlement account in accordance with

  instructions provided by You to Razorpay. Razorpay may first deduct its fees and other liabilities, including

  but not limited to chargebacks, fines, and penalties followed by other deductions, based on the chronological

  order of the instructions received from You.

  6. COMPLIANCE WITH PAYMENT AGGREGATOR

  GUIDELINES

  6.1. You represent and warrant that (i) You shall during the entire term of the usage of the Services,

  implement, observe and comply with applicable requirements prescribed under Applicable Laws, including

  but not limited to the provisions of the Payment Aggregator Guidelines. You shall further ensure that Your

  operations are in compliance with the Payment Aggregator Guidelines and You shall not undertake any action

  in breach of the same (ii) You shall on Your website/web app/mobile site/mobile app clearly indicate/display

  (a) the return and refund policy of Your products/services to Your customers, including the timelines for

  processing such returns, refunds or cancellations; and (b) the general terms of use and conditions of use by

  Your customers. You shall ensure that You deliver products and services in accordance with instructions of

  the customers. (iii) You shall at no time hold, store, copy or keep any customer data relating to a customer's

  Payment Instrument and shall notify in writing to Razorpay without any delay if You suspect or have become

  aware of a possible security breach related to any customer data. (iv) You shall not store any data pertaining

  to the Payment Instrument / customer Payment Instrument credentials. On demand, You shall provide a

  written confirmation, in a form and manner acceptable to Razorpay and Facility Providers, certifying

  compliance to this aspect.

  6.2. You shall set up a comprehensive customer grievance redressal mechanism which provides the procedure

  for addressing complaints received from Your customer and You shall include the details of the person

  designated by You for handling such customer complaints. It is clarified that such customer grievance

  redressal mechanism shall provide the facility to the customers for registering their complaints over phone,

  email, or any other electronic means. You shall respond to such grievances or complaints received from Your

  
  

  customers within a period of 5 (five) business days from the date of receiving such grievance or complaint.

  You shall be solely responsible for sorting or handling any complaints received against You.

  6.3. You shall comply with or enter into an agreement with a third party service provider of payment

  processing services for compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), as

  may be amended from time to time, and the Payment Application-Data Security Standard (“PA-DSS”), if

  applicable. You shall also submit an annual report in writing to Razorpay signifying proof of compliance with

  the above. If You become aware that You will not be or are likely not to be, in compliance with PCI DSS or

  
  

  PA DSS for any reason, You will promptly report in writing to Razorpay such non-compliance or likely non-

  compliance.

  
  

  6.5. You shall provide Razorpay with evidence of compliances listed in this clause 6 at Razorpay's request

  and provide, or make available, to Razorpay copies of any audit, scanning results or related documents

  relating to such compliance. Notwithstanding the above, Razorpay shall have the right to conduct a security

  audit to check Your compliance with this clause 6 and in such cases, You shall extend full cooperation to

  Razorpay and its representatives so as to enable them to conduct the audit to their sole satisfaction.

  6.6. You agree to implement, maintain and enforce appropriate measures for the security and privacy of

  customer data in accordance with Applicable Laws. You shall promptly report security incidents or breaches

  involving customer data to https://razorpay.com/grievances/.

  7. SERVICE DESCRIPTIONS

  7.1 Optimizer

  For the purpose of these services, unless the context otherwise requires:

  (a) “Optimizer Services” means a technology solution developed by Razorpay which enables You to route

  Your payments through specific payment gateways based on Your business conditions and preferences. This

  solution is a software layer on top of Your payment to route every payment request received for Your unique

  id, based on the rules created by You on Optimizer's merchant facing dashboard.

  (b) “Optimizer Transaction” means any transaction routed by You through the Optimizer Services, which

  involves an order or request placed by the customer with You by paying the Optimizer Transaction Amount to

  You, while using the services of any payment gateway or payment aggregator.

  (c) “Optimizer Transaction Amount” means the amount paid by the customer to You which is then routed

  by You through the Optimizer Services.

  (d) You agree that the Optimizer Services are being provided by Razorpay solely as a software as a solution

  (SaaS) provider. The Optimizer Services are independent and separate from the other Services being provided

  to You. It is clarified that, for these Optimizer Services, Razorpay's role will strictly be that of a SaaS provider

  and will not be that of a payment service provider.

  (e) You hereby consent Razorpay to use or process any type of data shared by You for the provision of the

  Optimizer Services.

  (f) Razorpay shall have the right to charge additional fees for provision of the Optimizer Services.

  (g) You shall for Your omission/commission indemnify and hold Razorpay, its directors, managers, officers,

  employees and agents harmless from and against all losses arising from claims, demands, actions or other

  proceedings as a result of disputes or claims raised by any payment gateway / payment aggregator in relation

  to Optimizer Services.

  7.2. Value Added Services

  (a) You may opt for certain value added services available on the dashboard which will be subject to an

  additional charge to be agreed upon by the parties. Such charges are to be paid on a monthly / quarterly /

  annual basis or other frequency as may be agreed mutually. You hereby consent that payments towards such

  
  

  value added services shall be deducted from the settlement amount payable from Escrow Account under these

  Terms.

  (b) In addition to the above, You acknowledge that Razorpay provides as a value added service certain

  customisable templates for website terms of use and conditions, return and refund and shipping policy,

  privacy policy, etc. (together, “Customisable Templates”) which You may choose to use to display on Your

  website / web app / mobile site / mobile app / other digital app in order to comply with Your obligations under

  the Payment Aggregator Guidelines. You acknowledge and agree that: (a) the Customisable Templates are

  available during the onboarding process to be used at Your sole discretion; (b) Razorpay provides the

  Customisable Templates on an “as is” basis; and (iii) You represent and warrant (i) that it is Your sole

  responsibility to verify the suitability of the Customisable Templates for Your products/services, (ii) that You

  have sought independent legal advice prior to using the Customisable Templates, (iii) that You absolve

  Razorpay of any liability arising from the use of the Customisable Templates, (iv) that You have read and

  modified the Customisable Templates as necessary before publishing on Your website / web app / mobile site

  / mobile app. Notwithstanding anything to the contrary in these Terms, Razorpay expressly disclaims all

  liability in respect of any actions or omissions based on any or all of the Customisable Templates. Razorpay

  does not necessarily endorse and is not responsible for any third-party content that may be accessed through

  the Customisable Templates.

  8. SPECIFIC TERMS FOR SNRR MERCHANTS

  You agree that the following terms shall only apply in case You hold a Special Non-Resident Rupee Account

  (“SNRR Account”) pursuant to the RBI ‘Master Direction - Deposits and Accounts' dated January 1, 2016

  and Circular on ‘Non-resident Rupee Accounts – Review of Policy' dated November 22, 2019 detailed

  hereinbelow.

  8.1. Any person resident outside India, having a business interest in India shall open an SNRR Account with

  an authorised dealer for the purpose of putting through bona fide transactions in rupees, not involving any

  violation of provisions of Applicable Laws. The business interest, apart from generic business interest, shall

  include the following INR transactions, namely :-

  (a) Investments made in India in accordance with Foreign Exchange Management (Non-debt Instruments)

  Rules, 2019 dated October 17, 2019 and Foreign Exchange Management (Debt Instruments) Regulations,

  2019 notified vide notification no. FEMA 396/2019-RB dated October 17, 2019, as applicable, as amended

  from time to time;

  (b) Import of goods and services in accordance with Section 5 of the Foreign Exchange Management Act

  1999 (42 of 1999), read with Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign Exchange

  Management (Current Account Transaction) Rules, 2000, as amended from time to time;

  (c) Export of goods and services in accordance with Section 7 of the Foreign Exchange Management Act

  1999 (42 of 1999), read with Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign Exchange

  Management (Current Account Transactions) Rules, 2000, as amended from time to time, and further read

  with FEMA Notification No.23(R)/2015-RB dated January 12, 2016, as amended from time to time;

  (d) Trade credit transactions and lending under External Commercial Borrowings (ECB) framework in

  accordance with Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, as amended

  from time to time; and

  (e) Business related transactions outside International Financial Service Centre (IFSC) by IFSC units at GIFT

  city like administrative expenses in INR outside IFSC, INR amount from sale of scrap, government

  incentives in INR, etc. The account will be maintained with a bank in India (outside IFSC).

  8.2. The SNRR Account shall carry the nomenclature of the specific business for which it is in operation.

  Indian banks may, at its discretion, maintain a separate SNRR Account for each category of transactions or a

  single SNRR Account for a person resident outside India engaged in multiple categories of transactions

  provided it is able to identify/segregate and account them category-wise.

  
  

  8.3. You shall ensure that the operations in the SNRR Account shall not result in the account holder making

  available foreign exchange to any person resident in India against reimbursement in rupees or in any other

  manner.

  8.4. The SNRR Account shall not bear any interest.

  8.5. The debits and credits in the SNRR Account shall be specific/incidental to the business proposed to be

  done by the account holder.

  8.6. The tenure of the SNRR Account shall be concurrent to the tenure of the contract / period of operation /

  the business of the account holder and in no case shall exceed seven years. Approval of the RBI shall be

  obtained in cases requiring renewal, provided the restriction of seven years shall not be applicable to SNRR

  accounts opened for the purposes stated at sub. paragraphs i to v of paragraph 1 of Schedule 4 of Regulation

  5(4) of Foreign Exchange Management (Deposit) Regulations, 2016.

  8.7. All the operations in the SNRR Account shall be in accordance with the provisions of the Act, rules and

  regulations made thereunder.

  8.8. The balances in the SNRR Account shall be eligible for repatriation.

  8.9. You shall not transfer from any Non-Resident Ordinary account (“NRO”) account to the SNRR Account.

  8.10. All transactions in the SNRR Account shall be subject to payment of applicable taxes in India.

  8.11. SNRR Account may be designated as resident rupee account on the account holder becoming a resident.

  8.12. The amount due/ payable to non-resident nominee from the account of a deceased account holder, shall

  be credited to NRO account of the nominee with an authorised dealer/ authorised bank in India.

  8.13. The transactions in the SNRR Account shall be reported to the RBI in accordance with the directions

  issued by it from time to time.

  8.14. You shall ensure that You have prior approval of RBI in case You have entities incorporated in Pakistan

  and/or Bangladesh or You are a Pakistan or Bangladesh national.

  9. SPECIFIC TERMS FOR GAMING MERCHANTS

  These terms in this section shall only apply if You are a gaming merchant.

  9.1. You represent and warrant to Razorpay that:

  (a) You do not engage in any activity that violates any Applicable Law pertaining to gaming, gambling,

  betting or wagering.

  (b) No services provided by You to any customer (“Merchant Services”) are of a nature that may be

  construed as a competition/contest/game/sport/event (online or offline) whose outcome is based merely or

  preponderantly or predominantly on chance.

  (c) The Merchant services are at all times in compliance with all Applicable Laws including pertaining to

  restriction or prohibition on gambling, betting, wagering and gaming activities.

  (d) The provision of the Merchant Services to customers in the states of Nagaland and Sikkim (if so provided)

  are in accordance with the Applicable Laws of these states and You have obtained and hold all necessary and

  valid licenses and registrations to provide the Merchant Services in Nagaland and Sikkim.

  (e) No Merchant services including facilitation, hosting or providing a platform for any

  competition/contest/game/sport/event (online or offline) for monies are rendered by it to (i) any customers in

  the states of Telangana, Odisha and Assam or (ii) any customers who are residents of the states of Telangana,

  Odisha and Assam.

  
  

  9.2. The representations and warranties set out in clause 9.1. above shall be repeated on each day during the

  term of these Terms.

  9.3. You hereby agree and undertake to provide at the time of commencing use of the Services a written

  confirmation, in a form and manner set out below, certifying that the representations and warranties set out in

  clause 9.1 above are true and correct. You agree that we may require you to provide a fresh confirmation on

  demand at any time during Your use of the Services.

  9.4. Notwithstanding any other provision of the Terms for gaming merchants , You shall indemnify and hold

  Razorpay, its affiliates, and each of their directors, managers, officers, employees and agents harmless from

  and against all losses (including any losses that are special, incidental, indirect, consequential, exemplary or

  punitive in nature) arising from claims, demands, actions or other proceedings as a result of or on account of

  (a) any of Your representations or warranties as set out in Clause 9.1 above being breached or becoming

  untrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining to

  gaming, gambling, betting or wagering.

  Form of Undertaking for gaming merchants

  LETTER OF UNDERTAKING

  (On merchant's letter head)

  Date:

  To,

  Razorpay Software Private Limited,

  SJR Cyber, 1st Floor,

  22 Laskar-Hosur Road, Adugodi,

  Bangalore - 560030

  Subject: Undertaking to comply, stay fully compliant from time to time, with applicable laws, including but

  not limited to, gaming laws, rules, regulations, among others.

  Sir/Madam,

  M/s._________<please add merchant's name> (‘Merchant', “We”) represent and warrant to Razorpay

  Software Private Limited and its affiliates (‘Razorpay')that:

  1.) We shall comply with all applicable Know Your Customer (KYC) norms and/or rules and/or regulations

  and Anti-Money Laundering (AML) standards under the Prevention of Money Laundering Act, 2002. In this

  regard, any notice received or subsisting from any governmental authorities shall immediately be forwarded

  to Razorpay.

  2.) No services provided by us and/or to any of our customers (“Merchant Services”) are of a nature that may

  be construed as a competition/contest/game/sport/event (online or offline) whose outcome is based merely or

  preponderantly or predominantly on chance.

  3.) The Merchant Services are at all times in compliance with all applicable laws, rules and regulations,

  including pertaining to restriction and/or prohibition on gambling, betting, wagering and gaming activities.

  The Merchant undertakes to stay compliant, from time to time, in its due course of engagement with

  Razorpay.

  4.) The provision of the Merchant Services to our customers in certain specific states of India are in

  accordance with the applicable laws, rules and regulations of those states and the Merchant has obtained and

  
  

  holds all necessary and valid licenses and/or permissions and/or registrations to that effect.

  5.) No Merchant Services including facilitation, hosting or providing a platform for any

  competition/contest/game/sport/event (online or offline) for monies are rendered by us to (i) any customers in

  those states where it is not permitted by any applicable laws or governmental action (‘Restricted States') (ii)

  any customers who are residents of the Restricted States.

  6.) The Merchant shall indemnify and hold Razorpay, its Affiliates, and each of their directors, managers,

  officers, employees and agents harmless from and against all losses arising from claims, demands, actions or

  other proceedings as a result of or on account of any of the representations or warranties of the Merchant as

  set out above being breached or becoming untrue or incorrect.

  7.) This letter of undertaking shall be read harmoniously with other agreements, if any, between Merchant and

  Razorpay.

  Yours sincerely,

  For (Merchant's name)

  Name of the Authorised Signatory

  Designation of the Authorised Signatory

  Part IB: SPECIFIC TERMS AND CONDITIONS FOR ONLINE

  PAYMENT AGGREGATION (CROSS BORDER) SERVICES

  If You are a Merchant incorporated or operating from outside India and intend to receive payments from

  Customers located in India, the following terms shall apply to you instead of Part IA.

  1. PAYMENT PROCESSING

  1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for Online

  Payment Aggregation (Cross Border) Services, Razorpay shall facilitate collection of online payments for

  products/services sold by You. You agree that where any settlement amount is less than Rupee 1, Razorpay

  shall endeavour to, but is not obligated to You, make such settlement.

  1.2. Subject to Clauses 2, 3, 4 and 5 of these Terms, Razorpay shall settle the Transaction Amount, net of

  applicable fees, charges, taxes, and other permissible deductions (“Permissible Deductions”), into Your

  designated account within five (5) Escrow Bank Working Days from the date of the Transaction.

  1.3. You shall, within three (3) days from the date of request, provide all necessary transaction-related

  documents including but not limited to digital invoices, transport documents, and any other information or

  documentation as may be requested by Razorpay at its sole discretion, or as may be required under applicable

  laws or by Facility Providers (“Supporting Documents”) for every instance of fund repatriation. Delay in

  submission or discrepancies in the Supporting Documents may result in Razorpay rejecting the Transaction

  and refunding the Transaction Amount to the Customer. You agree that Razorpay may rely on the Supporting

  Documents provided by You without independent verification and may share such documents or related

  information with Facility Providers, Governmental Authorities, or law enforcement agencies as required

  under applicable law or upon request.

  1.4. Subject to Clauses 2, 3, 4 and 8 of these Terms, Razorpay shall initiate the wire transfer to remit the

  Transaction Amounts collected in the Import Collection Account (net of applicable fees) to Your designated

  account. You acknowledge and agree that the final remittance is dependent on processes beyond Razorpay’s

  control, and Razorpay shall not be liable for any delay or loss arising due to any such delay in final settlement

  of funds.

  
  

  1.5. Prior to such settlement of funds, Razorpay shall, if required, deduct applicable withholding taxes in

  accordance with prevailing Indian income tax laws. You shall provide such supporting documentation as

  required under applicable law. Razorpay shall issue quarterly Tax Withholding Certificates (i.e. Transaction

  Based Reports) to enable You to make any tax claims in the relevant overseas jurisdiction.

  1.6. Razorpay shall process settlements without withholding taxes provided that You furnish valid

  documentation, including but not limited to a No Permanent Establishment (No-PE) declaration and other

  certificates or documents required under applicable tax laws or double taxation avoidance agreements

  (DTAAs). In the event a tax authority imposes any taxes, penalties, interest or other charges due to

  Razorpay’s reliance on Your documentation, You agree to fully indemnify and hold Razorpay harmless from

  any such liabilities, including associated costs, expenses, and legal fees. You also agree to cooperate with

  Razorpay in responding to any claims or inquiries from tax authorities in this regard.

  1.7. You acknowledge that no settlement shall be made until the Import Collection Account is duly credited

  with the relevant amount in accordance with these Terms. Razorpay shall not be liable for any delays in

  settlement resulting from non-receipt of funds in the Import Collection Account.

  1.8. A currency conversion fee shall apply at the time of converting INR to Your chosen settlement currency.

  The conversion shall be based on the rate agreed between You and Razorpay. The applicable rate shall be the

  prevailing rate as of the date and time Razorpay initiates the actual settlement into Your account.

  1.9. In the event Razorpay settles the Transaction Amount earlier than the agreed timelines, Razorpay shall

  have the unconditional right to recover the Transaction Amount if the corresponding funds are not received in

  the Escrow Account within three (3) Escrow Bank Working Days from the date of Transaction.

  1.10. You represent and warrant that You are, and shall at all times remain, in full compliance with all

  applicable tax laws and regulations in Your jurisdiction.

  1.11. If Razorpay makes any settlement or payment that was not due, or is in excess of the amount required to

  be paid under these Terms, Razorpay reserves the right to recover such excess or erroneous amounts from

  You or any other appropriate party, at its sole discretion.

  1.12. You represent and warrant that You have independently assessed whether the services rendered by You

  fall under the definition and applicability of Online Information Database Access and Retrieval (OIDAR)

  services under Indian GST laws. You further agree to comply with all applicable GST requirements, including

  obtaining GST registration in India where applicable. In the event GST registration becomes mandatory, You

  shall promptly notify Razorpay and provide all relevant registration details.

  2. CHARGEBACKS

  2.1. If a Facility Provider communicates to us the receipt of a chargeback request from a Customer, we will

  notify You of the chargeback. You agree that liability for chargeback, whether domestic or international,

  under these Terms rests with You. You further agree that it is Your sole discretion whether to avail non-3D

  secure services or not. Subject to availability of funds, we shall, upon receipt of a chargeback request, deduct

  the chargeback amount from the transaction amounts which may be used, based on the decision of the

  Facility Provider, either to (a) process chargeback in favour of the Customer or (b) credit the amount to You.

  For the avoidance of doubt, we shall be entitled to deduct the chargeback amount upon receiving a

  chargeback claim. You shall be entitled to furnish us with documents and information ("Chargeback

  Documents") pertaining to the transaction associated with the chargeback request in order to substantiate (i)

  the completion of the transaction and/or (ii) delivery of goods/services sought by the Customer pursuant to

  such transaction. You shall furnish the Chargeback Documents within five (5) calendar days (or such other

  period specified by the Facility Provider) of receiving notification of the chargeback request.

  2.2. You agree that (i) if You are unable to furnish Chargeback Documents; and/or (ii) the Facility Provider is

  not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to

  direct us to effect a reversal of the debit of the chargeback amount such that the said amount is credited to the

  Customer’s payment instrument.

  
  

  2.3. If the chargeback is successful, You agree and acknowledge that we are entitled to recover such

  chargeback amount from You by way of deduction from (i) the transaction amounts to be settled to You, and

  (ii) any other funds held by us in the course of providing the Services. If the available transaction amounts or

  other funds are insufficient for deduction, we may issue a debit note seeking reimbursement of the

  chargeback amount. You shall reimburse the chargeback amount within seven (7) days of receipt of the debit

  note.

  2.4. On the issuance of notice of termination of these Terms, we reserve the right to withhold, from each

  settlement made during the notice period, a sum computed based on a Stipulated Percentage (defined below)

  for a period of one hundred and twenty (120) days ("Withholding Term") from the date of termination of

  these Terms, whichever is later. The sums so withheld shall be utilized toward settlement of chargebacks.

  After processing such chargebacks, we shall transfer the unutilized amounts, if any, to You upon completion

  of the Withholding Term. The "Stipulated Percentage" refers to the proportion of the chargeback amounts out

  of the total transaction amounts settled during the subsistence of these Terms.

  2.5. Notwithstanding anything to the contrary, if the amount withheld under Clause 2.4 is insufficient to settle

  chargebacks received during the Withholding Term, we are entitled to issue a debit note for the shortfall. You

  agree to reimburse the chargeback amount within seven (7) days of receipt of such debit note.

  3. REFUNDS

  3.1. You agree and acknowledge that, subject to availability of funds received in the Escrow Account, You are

  entitled to effect refunds at Your sole discretion.

  3.2. You further agree and acknowledge that initiation of refunds is at Your discretion and we shall process a

  refund only upon such initiation via the Dashboard.

  3.3. All refunds initiated by You shall be routed to the same payment method through which the transaction

  was processed.

  3.4. You agree that our fees shall always be applicable and payable by You on each transaction irrespective of

  whether You have refunded the same to the Customer either through normal refund channels or via our instant

  refund service (if availed).

  4. FRAUDULENT TRANSACTIONS

  4.1. Subject to Clauses 2.1 and 2.2 above, if we are notified by a Facility Provider that a Customer has

  reported an unauthorised debit of their payment instrument ("Fraudulent Transaction"), then in addition to our

  rights under Clause 6.10 of the Agreement and to the extent permitted under applicable law, we shall be

  entitled to suspend settlements to You during the pendency of inquiries, investigations, and resolution thereof

  by the Facility Providers.

  4.2. If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to these

  Terms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be

  resolved in accordance with the RBI's notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6,

  2017 read with RBI's notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other

  notifications, circulars and guidelines issued by the RBI in this regard from time to time.

  4.3. If the Fraudulent Transaction results in a chargeback, then such chargeback shall be resolved in

  accordance with Clause 2 above.

  4.4. You acknowledge that we shall not be responsible for any liability arising in respect of chargebacks

  whether for international or domestic transactions. You further agree that You shall be liable in the event of

  breach of fraud amount thresholds as provided under the NPCI guideline titled "Fraud liability guidelines on

  UPI transactions" (NPCI/2022-23/RMD/001). You understand and agree that the decision of the NPCI or the

  concerned acquiring bank, as the case may be, shall be final and binding.

  
  

  5. GENERAL

  5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Terms

  and Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, they

  shall be construed harmoniously.

  5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment Aggregation

  (Cross Border) Services of Part B shall have the meaning ascribed to such terms in Part A: General Terms and

  Conditions.

  5.3. Clauses 2 and 4 of Part I: Specific Terms for Online Payment Aggregation (Cross Border) Services of

  Part B shall survive the termination of the Terms.

  6. COMPLIANCE WITH PAYMENT AGGREGATOR

  GUIDELINES AND PA – CB

  You represent and warrant that:

  6.1. You shall, during the Term, implement, observe, and comply with applicable requirements prescribed

  under Applicable Law including but not limited to the provisions of the Payment Aggregator Guidelines and

  PA-CB. You shall further ensure that your operations are in compliance with the Payment Aggregator

  Guidelines and PA-CB and that you shall not undertake any action in breach of the same;

  6.2. You shall on your website/web app/mobile site/mobile app clearly indicate/display (i) your return and

  refund policy for your products/ services to your Customers, including the timelines for processing such

  returns, refunds, or cancellations; and (ii) the general terms and conditions of use by your Customers. You

  shall ensure that you deliver products and services in accordance with instructions of the Customers;

  6.3. You shall at no time hold, store, copy, or keep any Customer data relating to a Customer’s Payment

  Instrument and shall notify us in writing without any delay if you suspect or become aware of a possible

  security breach related to any Customer data;

  6.4. You shall not store any data pertaining to the Payment Instrument / Customer Payment Instrument

  credentials. On demand, you shall provide a written confirmation, in a form and manner acceptable to us and

  our Facility Providers, certifying compliance to this aspect.

  6.5. You shall set up a comprehensive customer grievance redressal mechanism which provides the procedure

  for addressing complaints received from your Customers and shall include the details of the person

  designated by you for handling such customer complaints. This mechanism shall provide the facility to

  Customers to register their complaints over phone, email, or any other electronic means. You shall respond to

  such grievances or complaints within five (5) business days from the date of receiving the same.

  6.6. You shall comply with or enter into an agreement with a third-party service provider of payment

  processing services for compliance with the PCI DSS, as may be amended from time to time, and the

  Payment Application-Data Security Standard (“PA-DSS”), if applicable. You shall also submit an annual

  report in writing to us, signifying proof of compliance.

  6.7. If you become aware that you are or are likely to be non-compliant with PCI DSS or PA-DSS for any

  reason, you will promptly report such non-compliance or likely non-compliance to us in writing.

  6.8. You shall provide us with evidence of compliance with the obligations listed in this Clause 6 at our

  request, and provide, or make available to us, copies of any audit, scanning results, or related documents.

  Notwithstanding the above, we shall have the right to conduct a security audit of your systems and operations

  to check compliance with this Clause 6, and in such cases, you shall extend full cooperation to us and our

  representatives to enable the audit.

  
  

  6.9. You agree to adopt and enforce any information security requirement that we may deem advisable to

  facilitate reasonable security processes and procedures.

  6.10. You shall ensure that the value of each underlying import Transaction, the sum of which is credited in

  the Import Collection Account, does not exceed INR 25,00,000/- (Rupees Twenty-Five Lakhs Only) per

  Transaction or any revised amount as prescribed by RBI from time to time. If any Transaction exceeds these

  limits, we reserve the right to reject such Transactions and will not be responsible for any associated losses,

  claims, or liabilities.

  6.11. If any transaction exceeds INR 2,50,000/- (Rupees Two Lakhs Fifty Thousand), you shall promptly

  provide us with the required information and Customer KYC documents as we may request. Failure to do so

  entitles us to reject the Transaction without any liability.

  6.12. You agree and undertake that you have, and shall at all times maintain, the requisite consents from your

  Customers to share their KYC with us, our Facility Providers, Governmental Authorities, law enforcement

  agencies, or third parties for the purpose of this Agreement. You shall ensure compliance with applicable data

  protection laws, including the Digital Personal Data Protection Act, 2023. Breach of this clause shall be

  deemed a material breach of the Agreement. You agree to indemnify and keep us harmless from any claims

  made against us in this regard.

  7. AUDIT

  7.1. You agree that the AD - 1 Bank maintaining the Import Collection Account will perform quarterly

  concurrent audits of such Account. For audit purposes, the AD – 1 Bank shall have the right to request

  documents, information, agreements, or visit any of our premises. If the audit requires any document or

  information from you, you shall provide full cooperation and share such documents with us, the Bank, or

  their auditor upon at least three (3) working days’ notice.

  
  

  8. SPECIFIC TERMS FOR PAYMENT AGGREGATORS/E-

  COMMERCE MARKETPLACES ONBOARDED AS

  
  

  MERCHANTS

  
  

  These terms shall apply only if you are accepting payments on behalf of your sellers/clients/customers (“Sub-

  Merchants”).

  
  

  8.1. You agree and undertake that You have and shall at all times maintain the requisite licenses, permissions

  and/or permits to operate as a payment aggregator/e-commerce marketplace in the jurisdiction wherein You

  are situated and operates its payment aggregation business/e-commerce marketplace

  
  

  8.2. You will be onboarded as a master merchant with us to accept payments on behalf of your Sub-

  Merchants.

  
  

  8.3. You represent that your Sub-Merchants have authorized you to collect payments on their behalf. Upon

  our request, you shall furnish evidence of such authorization.

  8.4. You agree and undertake the following:

  8.4.1. You shall conduct due diligence on your Sub-Merchants as required by You under Applicable Laws;

  8.4.2. You shall ensure that your Sub-Merchants do not sell prohibited products/services as listed in the

  Prohibited List of Goods and Services

  8.4.3. You shall ensure that your Sub-Merchants accept and comply with the terms of our Services.

  8.4.4. You are responsible for the actions and omissions of your Sub-Merchants and shall indemnify us from

  any related claims or liabilities.

  
  

  8.5. If You operate as an e-commerce operator facilitating the sale of goods or provision of services by a

  resident e-commerce seller, it shall evaluate and ensure compliance with the requirements of Tax Deducted at

  Source (TDS) under Section 194O of the Income Tax Act, 1961 (“IT Act”). You shall be responsible for

  withholding tax under Section 194O, depositing the same within the prescribed timelines, and fulfilling all

  other compliance obligations as mandated under the IT Act. Razorpay shall not be obligated to deduct TDS

  under Section 194O. However, if You identify any non-compliance with these obligations, it shall promptly

  notify Razorpay in writing.

  9. ADDITIONAL TERMS FOR TRANSACTIONS UNDER

  LIBERALISED REMITTANCE SCHEMES

  If You use the Services for Transactions that fall under the Liberalised Remittance Scheme issued by the

  Reserve Bank of India (“LRS Guidelines”), the following additional terms apply:

  9.1. You represent, warrant, and agree that all Transactions under the LRS will fully comply with the Foreign

  Exchange Management Act, 1999 (“FEMA”), the LRS Guidelines, and all applicable RBI regulations,

  notifications, and circulars, as amended from time to time.

  9.2. You shall collect from each Customer the LRS declaration and the Tax Collected at Source (“TCS”)

  declaration in the form and format prescribed or provided by Razorpay, in accordance with Section 206C(1G)

  of the Income Tax Act, 1961, and other applicable laws. Razorpay may update these forms as laws change,

  and you agree to implement such changes promptly. Copies of these declarations must be provided to

  Razorpay.

  9.3. You must perform appropriate due diligence on your Customers to ensure all Transactions comply with

  applicable LRS limits and requirements.

  9.4. You must immediately notify Razorpay in writing if you become aware of any non-compliance,

  investigation, or regulatory notice relating to Transactions under the LRS.

  9.5. Razorpay reserves the right to suspend or terminate the processing of any LRS-related Transactions,

  without liability, if you are suspected or found to be in breach of the LRS Guidelines or any applicable law.

  9.6. You agree to indemnify, defend, and hold harmless Razorpay and/or the AD-1 Bank against any losses,

  liabilities, damages, costs, expenses (including legal fees), fines, or penalties arising from any

  misrepresentation, omission, false declaration, or non-compliance by you or your Customers with the LRS

  Guidelines, FEMA, the Income Tax Act, or any other applicable law or regulation.

  10. SPECIFIC TERMS FOR GAMING MERCHANTS

  These terms in this section shall only apply if You are a gaming merchant

  10.1. You represent and warrant that:

  10.1.1. You do not engage in any activity that violates any Applicable Law pertaining to gaming, gambling,

  betting or wagering.

  10.1.2. No services provided by You to any customer (“Merchant Services”) are of a nature that may be

  construed as a competition/contest/game/sport/event (online or offline) whose outcome is based merely or

  preponderantly or predominantly on chance.

  10.1.3. The Merchant services are at all times in compliance with all Applicable Laws including pertaining to

  restriction or prohibition on gambling, betting, wagering and gaming activities.

  10.1.4. The provision of the Merchant Services to customers in the states of Nagaland and Sikkim (if so

  provided) are in accordance with the Applicable Laws of these states and You have obtained and hold all

  necessary and valid licenses and registrations to provide the Merchant Services in Nagaland and Sikkim.

  
  

  10.1.5. No Merchant services including facilitation, hosting or providing a platform for any

  competition/contest/game/sport/event (online or offline) for monies are rendered by it to (i) any customers in

  the states of Telangana, Odisha and Assam or (ii) any customers who are residents of the states of Telangana,

  Odisha and Assam.

  10.2. The representations and warranties set out in clause 11.1. above shall be repeated on each day during the

  term of these Terms

  10.3. You hereby agree and undertake to provide at the time of commencing use of the Services a written

  confirmation, in a form and manner set out below, certifying that the representations and warranties set out in

  clause 11.1 above are true and correct. You agree that we may require you to provide a fresh confirmation on

  demand at any time during Your use of the Services.

  10.4. Notwithstanding any other provision of the Terms for gaming merchants, You shall indemnify and hold

  Razorpay, its affiliates, and each of their directors, managers, officers, employees and agents harmless from

  and against all losses (including any losses that are special, incidental, indirect, consequential, exemplary or

  punitive in nature) arising from claims, demands, actions or other proceedings as a result of or on account of

  (a) any of Your representations or warranties as set out in Clause 11.1 above being breached or becoming

  untrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining to

  gaming, gambling, betting or wagering.

  PART II: SPECIFIC TERMS FOR E-MANDATE SERVICES

  1. Definitions:

  1.1. “Bank Account” means a banking account maintained by Your customer with a Destination Bank as per

  Applicable Law.

  1.2. “Collection Information” shall mean information or data provided by You in a secured format specifying

  the amount to be collected and other details to identify the Bank Account and the date on which the amount

  shall be collected.

  1.3. “Destination Bank” means a bank registered with NPCI as per the Procedural Guidelines and which

  
  

  authenticates details of Your customer's Bank Account held with the Destination Bank and approves the E-

  Mandate Registration Request in accordance with the Procedural Guidelines.

  
  

  1.4. “E-Mandate Payments” shall mean automated deductions of pre-determined payments specified from the

  Bank Account (pursuant to electronic mandates issued Your customers) in accordance with the Procedural

  Guidelines.

  1.5. “E-Mandate Registration” means the approved and authenticated E-Mandate Registration Request based

  on which E-Mandate Payments can be effected.

  1.6. “E-Mandate Registration Request” means the request (in electronic or physical form) made by Your

  customer for deduction of the customer's Bank Account for effecting an E-Mandate Payment to You.

  1.7. “Escrow Account” is an account held by Razorpay with an Escrowfor the purpose of receiving the

  Transaction Amount and effecting settlements to You.

  1.8. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account under

  Payment Aggregator Guidelines.

  1.9. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake

  settlements.

  1.10. “Procedural Guidelines” means the guidelines governing inter alia the processes to be followed and

  implemented by Sponsor Banks, Destination Banks and intermediaries for effecting E-Mandate Payments,

  issued by the NPCI and shall include any revisions, modifications and amendments thereto.

  
  

  1.11. “Sponsor Banks” mean the banks / entities which are authorised to implement the E-Mandate Payments

  by inter alia receiving API calls from Razorpay for initiating E-Mandate Payments, communicating the

  necessary E-Mandate Registration information to NPCI, authentication by the Destination Bank and

  deduction of Bank Accounts, all in accordance with the Procedural Guidelines.

  2. You shall provide the necessary KYC Documents to Razorpay as specified in this Part II: Specific Terms

  for E-Mandate Services of Part B (“Mandate Terms”), such that Razorpay can share the KYC Documents (or

  the information therein) to the Sponsor Bank for the Sponsor Bank's decision on issuing a registration to You

  to avail of services for e-mandate payments.

  3. You acknowledge that the onboarding and registration process is a prerequisite under the Procedural

  Guidelines in order for You to avail of Services for e-mandate payments and the customers to be able to start

  submitting E-Mandate Registration Requests. Razorpay shall not be liable to provide any Services under

  these Terms until the Sponsor Bank has issued a registration in Your favour.

  4. Following completion of integration, Razorpay shall enable E-Mandate registration requests by customers

  on Your website by making available the prescribed E-mandate Registration Request form issued by NPCI

  and also put in place the necessary API protocols to transmit customer information to the Sponsor Banks in

  order to facilitate the process of customer verification and authentication of customer and bank account

  details by the Destination Bank, following which the NPCI shall confirm the E-mandate Registration request.

  5. Being an intermediary, Razorpay shall be responsible only for transmission of the customer details to the

  Sponsor Bank and shall not be responsible for failure or refusal of the E-Mandate Registration request by the

  Destination Bank or NPCI.

  6. In the event any query or clarification is sought by NPCI, RBI or any governmental authority or Facility

  Provider in respect of any e-mandate payment transaction, You shall (forthwith upon communication of the

  query or clarification by Razorpay to You) provide the relevant transaction and/or customer details, as

  required by RBI or any governmental authority in India.

  7. On successful approval of the E-Mandate Registration Request, Razorpay shall on a periodic basis (as per

  the E-Mandate Registration) initiate E-Mandate Payment requests with the Sponsor Bank and based on and

  pursuant to authentication by NPCI and the Destination Bank, receive the funds in the Escrow Account.

  8. The periodic payments will be facilitated by Razorpay so long as the E-Mandate Registration is not

  cancelled by the Customer, Destination Bank or the Sponsor Bank. Razorpay shall not be liable for the failure

  of a payment on account of the decline of the approval by Destination Bank or NPCI or on account of

  cancellation of the E-Mandate Registration by the Sponsor Bank, Destination Bank, Your customer or NPCI.

  9. Following the receipt of funds in the Escrow Account, Razorpay shall, subject to Razorpay's withholding

  rights under these Terms, settle the funds into Your designated account within the applicable settlement

  period.

  10. If Razorpay settles the funds, at an earlier time than agreed above, Razorpay shall have an absolute right

  to recover such funds forthwith if the same is not received in the Escrow Account within three (3) working

  days following the date on which such funds were supposed to be realized in the Escrow Account.

  11. In addition to rights under these Terms, if there are reasonable grounds for Razorpay to suspect that a

  transaction to effect an E-Mandate Payment is done fraudulently or if the Sponsor Bank, NPCI or Destination

  Bank suspecting so, communicate the same to Razorpay, then Razorpay shall be entitled to withhold

  settlements to You.

  12. Pursuant to clause 11 above, You shall, to the extent available, provide information about such

  transactions to Razorpay, Sponsor Bank, NPCI or Destination Bank forthwith upon receiving a request from

  Razorpay, Sponsor Bank, NPCI or Destination Bank respectively.

  13. Razorpay shall be entitled to terminate these Services if the Sponsor Bank or NPCI directs cancellation of

  Your registration. You acknowledge that Razorpay being merely an intermediary in the system for E-Mandate

  
  

  Payment is bound to follow directions from the Sponsor Bank, NPCI or the Destination Bank in matters

  relating to fraudulent or suspicious transactions.

  14. Razorpay shall be entitled to recover from You (by deducting amounts from Your funds held by Razorpay

  in the course of providing the Services, or if the funds held are insufficient, by issuing a debit note to You),

  any amounts (a) charged by Sponsor Bank to Razorpay on account of refund and disputed claims from Your

  customers; and (b) representing penalties, fines or other charges (whatsoever name referred to) levied by the

  Sponsor Bank, NPCI or any governmental authority (in their sole discretion) on Razorpay on account of

  fraudulent transactions on Your website.

  15. You agree that payments effected, or funds debited from Your customer's Bank Account on the following

  grounds shall not be the responsibility of Razorpay and no liability shall arise for Razorpay in respect of such

  claims from Your customers:

  (a) Your customer is disputing a transaction as not done or authorized by him.

  (b) The charge/debit on Your customer's Bank Account has occurred because of hacking, phishing, breach of

  security/ encryption of Your customer's PI through Your platform or any other third party platform other than

  that of Razorpay.

  (c) Your customer claiming refund of the amounts deducted from his/her Bank Account on any ground

  whatsoever, including Your customer's dissatisfaction with Your sale of the goods and/or services to the

  Customer.

  16. Razorpay will not be liable collect the amounts from Your customers and credit the same to You in the

  following circumstances:

  (a) If any of Your customers does not have sufficient funds in the Bank Account for debiting the amount

  mentioned in the Collection Information.

  (b) Razorpay is prohibited from debiting the amounts from Your customers' account by any governmental

  authority or Facility Provider.

  (c) If Your customer's account is closed or operations from such account are barred by governmental

  authorities or Facility Providers.

  (d) If You do not provide complete and correct information

  (e) Any of Your Customers terminate the mandate.

  (f) Razorpay has reason to believe that a Collection Information has not been properly authorized.

  17. In the event of any conflict between the Part II: Specific Terms for E-Mandate Services and the rest of the

  Terms, then the former shall prevail. To the maximum extent feasible, they shall be construed harmoniously.

  18. Capitalised terms used herein shall have the meaning ascribed to such terms in Part A: General Terms and

  Conditions.

  PART III: SPECIFIC TERMS FOR TOKENHQ SERVICES

  1. You understand and acknowledge that the TokenHQ is an end-to-end solution for You to allow Your

  customers to continue using the saved cards feature in compliance with RBI's guidelines on tokenisation set

  out in the Circular CO.DPSS.POLC.No.s-516/02-14-003/2021-22 read with DPSS.CO.PD

  No.1463/02.14.003/2018-19 dated January 8, 2019 and related guidelines and clarifications issued by the RBI

  (together “Circular”). For the purposes of these Terms, the Applicable Laws shall be deemed to include the

  Circular.

  2. Where Razorpay is acting as a technical service provider and You are the token requestor, You

  acknowledge and agree that Razorpay shall have no liability towards You or any third party for Your acts or

  
  

  omissions or Your failure to comply with Applicable Laws.

  3. Where Razorpay is acting as the token requestor on Your behalf, You acknowledge and agree that

  Razorpay's role is limited to requesting for tokens on Your behalf upon receiving consent of Your customers.

  Razorpay will integrate with available card networks and issuing banks (each a “Token Service Provider” or

  “TSP”) and its APIs will have the flexibility to respond back with token numbers for Your use.

  4. You acknowledge and agree that in order to allow using the saved card feature, the customer card details

  must be tokenized. Accordingly, You shall, except in the case of standard checkout:

  (a) be solely responsible for obtaining consent of the customer to tokenize (and save) the customer's card.

  Such consent shall be explicit and not by way of a forced / default / automatic selection of checkbox, radio

  button, etc.

  (b) inform the customers of the purpose of obtaining such consent and that the card will not be tokenized (and

  saved) if the customer does not provide explicit consent, and shall do all things as required to tokenize (and

  save) the card details pursuant to Applicable Laws.

  (c) share such customer consent with Razorpay in order for Razorpay to trigger the additional factor

  authentication (AFA) with the issuing bank which is required to register the tokenisation request. You

  acknowledge and agree that if such customer consent is not shared during the payment flow then Razorpay

  shall not tokenize (and save) the customer card details.

  (d) provide the customer an option to de-register the token and delete the card.

  5. You shall keep Razorpay fully indemnified at all times from and against all losses, damages, penalties, etc.,

  incurred by or imposed on Razorpay to the extent it arises from any breach by You of Part III: Specific Terms

  for TokenHQ Services.

  6. You shall keep a log of all instances of obtaining customer consent under Applicable Laws and of Your

  compliance with Part III: Specific Terms for TokenHQ Services and provide the same to Razorpay on a real

  time basis or as requested from time to time. In addition to any right hereunder, Razorpay and Facility

  Providers have the right to audit Your compliance with these terms and conditions at any time upon notice.

  7. For the purposes of this service, token shall have the meaning as set forth in the Circular.

  8. You agree that You shall be solely responsible for any hashed string storage undertaken by You.

  9. In the event of any conflict between the Part III: Specific Terms for TokenHQ Services and the rest of the

  Terms, then the former shall prevail. To the maximum extent feasible, they shall be construed harmoniously.

  10. Capitalised terms used herein but not defined shall have the meaning ascribed to such terms in the Terms.

  PART IV: SPECIFIC TERMS FOR SUBSCRIPTION SERVICES

  1. Subscription services provide You the platform to create and manage subscription plans for Your customers

  with automated recurring transactions. With this product You can (i) create multiple subscription plans for

  customers, (ii) automatically charge customers based on a billing cycle that You control, and (iii) get instant

  alerts on payment activity as well as the status of subscriptions.

  2. You acknowledge and agree that these terms (i) shall apply for debit, credit and prepaid instruments or

  
  

  other methods as notified from time to time (together “Card”) of customers, and (ii) does not apply to once-

  only / one-time payments.

  
  

  3. You acknowledge and agree that:

  a) The customer desirous of opting for e-mandate facility on Card is required to undertake a one-time

  registration process, with an Additional Factor Authentication (AFA) validation by the issuer bank and that an

  
  

  e-mandate on Card of customers for recurring transactions shall be registered only after successful AFA

  validation.

  b) Where the first transaction is being performed along with the registration of e- mandate, then AFA

  validation may be combined. Subsequent recurring transactions shall be performed only for those Card which

  have been successfully registered and for which the first transaction was successfully authenticated and

  authorised.

  c) On successful registration and approval of the e-mandate request, Razorpay shall on a periodic basis (as

  per the e-mandate) initiate subsequent recurring payments unless such e-mandate is modified or de-registered

  by the customer.

  d) Razorpay expressly disclaims all liability for any outages or failures attributable to Facility Providers.

  4. You further acknowledge and agree that in order to process recurring transactions, customer Card details

  will need to be saved/secured/tokenized in accordance with Applicable Laws. Accordingly, for custom

  checkout and server-to-server integration You shall:

  
  

  a) solely be responsible for obtaining informed consent from customers for the purpose of processing of e-

  mandates, including saving/securing/tokenizing the customer's Card details, in accordance with Applicable

  
  

  Laws. Such consent shall be explicit and not by way of a forced / default / automatic selection of checkbox,

  radio button, etc.

  b) share customer consent with Razorpay for Razorpay to trigger the AFA with the issuing bank which is

  required to both save the Card and process the e-mandate registration. You acknowledge and agree that if

  such customer consent is not shared during the payment flow, then Razorpay will not tokenize the card or

  process the e-mandate/ recurring transaction.

  5. You agree that payments effected, or funds debited from a customer's bank account on the following

  grounds shall not be the responsibility of Razorpay and no liability shall arise for Razorpay in respect of such

  customer claims:

  a) Customer disputing a transaction as not done or authorized by him/her.

  b) The charge/debit on the customer's bank account has occurred because of hacking, phishing, breach of

  security/ encryption of the customer's personal data through Your platform or any other third-party platform

  other than that of Razorpay.

  c) Customer claiming refund of the amounts deducted from his/her bank account on any ground whatsoever,

  including customer's dissatisfaction with Your sale of the goods and/or services to the customer.

  6. You agree that there are instances where Razorpay is only acting as a technical service provider and You

  are the token requestor for the purposes of saving/ securing/ tokenizing the Card and You shall accordingly be

  liable to pass the customer's informed consent for saving the Card and registering the e-mandate to Razorpay.

  You agree that Razorpay shall have no liability towards You or any third party for Your acts or omissions or

  its failure to comply with Applicable Laws.

  7. You agree to keep Razorpay fully indemnified at all times from and against all losses, damages, penalties,

  etc., incurred by or imposed on Razorpay to the extent it arises from any breach by You of Part IV: Specific

  Terms for Subscription Services.

  8. You shall maintain records of its activities under these terms, including where applicable keeping log of all

  instances of obtaining customer consent, and shall provide the same to Razorpay on a real time basis or as

  requested from time to time. In addition to any right under Part IV: Specific Terms for Subscription Services,

  Razorpay and Facility Providers have the right to audit Your compliance hereunder at any time upon notice.

  9. You agree that You shall be solely responsible for any hashed string storage undertaken by You.

  10. In the event of any conflict between the Part IV: Specific Terms for Subscription Services and the rest of

  the Terms, then the former shall prevail. To the maximum extent feasible, they shall be construed

  
  

  harmoniously.

  11. Capitalised terms used herein but not defined herein shall have the meaning ascribed to such terms in the

  Terms.

  PART V: RAZORPAY PARTNER PROGRAM

  The Razorpay partner program is a referral program through which You can refer the Razorpay services to

  Your clients or customers and get rewarded. You may become a partner by agreeing to the detailed Partner

  Terms and Conditions and signing up as a partner.

  PART VI: MAGIC CHECKOUT

  Magic checkout is the checkout technology platform developed by Razorpay for Your customers registered

  with Razorpay which enables the customer to seamlessly save and use their information for placing orders

  with You (“Magic Checkout Services”). You can avail Magic Checkout Services as per terms specified below:

  1. Privacy and Data Protection Rights

  1.1. Razorpay has adopted reasonable security practices and procedures that are commensurate with the

  information assets being protected, and has implemented relevant technical, operational, managerial and

  physical security control measures to protect the information in its possession from loss, misuse and

  unauthorized access, disclosure, alteration and destruction.

  1.2. In the process of providing Magic Checkout Services, You acknowledge and agree that Razorpay may

  collect, store and use certain information, including personal data, from Your customers. Razorpay is

  committed to protect such information and to take all reasonable precautions for maintaining confidentiality

  thereof. Additionally, for the purposes of providing Magic Checkout Services, You hereby understand and

  agree that Razorpay shall have the right to collect, store and use of customers' personal data, including but not

  limited to name, email address, phone number and address, as provided by the customers and/or You to

  Razorpay from time to time directly or indirectly (or provided in past).

  1.3. The information, as referred above, may be used by Razorpay for: (i) providing Magic Checkout Services

  (including for the purposes of verification of the identity, processing of payment, communication regarding

  the purchase and monitoring of past behaviour to identify fraudulent transactions); (ii) administrative,

  marketing and customer support purposes; and/or (iii) providing other Razorpay services.

  1.4. You represent and warrant to Razorpay that:

  (a) You shall use the Magic Checkout Services solely for providing services/goods to Your customers.

  (b) You shall obtain all consents required under Applicable Law from Your customers before sharing PII of

  the Customers with Razorpay.

  1.5. Your usage/access of the Magic Checkout Services shall constitute Your acceptance to the Terms and the

  Privacy Policy. You acknowledge and confirm that You shall obtain a valid consent under the Applicable Law

  to share the personal data of the customers with Razorpay. In the event You withdraw Your

  consent/acceptance to these terms (including withdrawing consent for using of personal data by Razorpay

  and/or defaults in its representation and warranties), Razorpay may in its sole discretion discontinue Your

  access, in part or full, to the Services (including but not limited to discontinuing the access to Magic

  Checkout Services), associated features and/or present and future benefits. You also acknowledge that You

  shall immediately inform Razorpay in the event that any customer withdraws their consent/acceptance to

  sharing of their personal data with Razorpay. You shall indemnify and keep Razorpay, its directors, officers,

  employees, and affiliates indemnified at all times from any and all claims, liabilities, losses, damages and the

  like incurred by Razorpay as a result of any breach of these terms, including Your obligations hereunder.

  2. RTO Protection

  
  

  2.1. In case You are availing the RTO Protection as a service from Razorpay for a consideration, You shall be

  entitled to claim reimbursement for, the return shipping fees incurred by You on such orders which have been

  returned to You (“RTO Protection”) provided that each of the following conditions are met:

  (a) You have switched on/accepted the Magic Intelligence (the proprietary technology solution developed by

  Razorpay which analyses, identifies orders placed by customers that may potentially result into ‘return to

  origin') feature at all times on Your dashboard.

  (b) The return of such orders have been solely due to the Magic Intelligence feature failing to detect/identify

  such ‘return to origin' order. It is however clarified that any return shipping fees incurred by You on

  exchange/product return/product refusal after delivery, by customers shall not be covered under RTO

  Protection.

  (c) The orders for which RTO Protection is claimed are not pre-paid orders.

  2.2. You agree that Razorpay shall be liable to provide reimbursement to You under RTO Protection only

  upon submission of return shipping invoice/documents as validated by Razorpay.

  2.3. You shall, at the end of every month, raise an invoice for claiming reimbursements under the RTO

  Protection, which shall be discharged by Razorpay within a period of 30 (thirty) days from the date of the

  invoice, provided all the conditions specified under Clauses 2.1 and 2.2 above are fulfilled to the satisfaction

  of Razorpay.

  3. In the event of any conflict between the Part VI: Magic Checkout and the rest of the Terms, then the former

  shall prevail. To the maximum extent feasible, they shall be construed harmoniously..

  4. Capitalised terms used herein but not defined herein shall have the meaning ascribed to such terms in the

  Terms.

  PART VII: SPECIFIC TERMS FOR OFFLINE AGGREGATION

  SERVICES AND DEVICES

  1. SERVICES

  1.1 Merchant shall avail the Services and Devices subject to the terms incorporated herein. Razorpay POS

  will provide offline payment collection and aggregation Services (for the offline transactions conducted via

  Devices) and the Devices to the Merchant for its legitimate, bonafide and legal business activities only. In

  cases where Razorpay POS is not performing any payment collection and aggregation services and has only

  provided the Devices, then Razorpay POS shall not be liable for settlement of the funds. Razorpay POS shall

  settle the regular card / UPI Transaction Amount (net of Permissible Deductions) into Your account as per the

  agreed timelines or within two (2) Bank working days, whichever is higher, holding the Escrow account

  following the date of the Transaction. Furthermore, for any additional value added services (VAS) subscribed

  by the Merchants pursuant to this Part VII: Specific Terms for Offline Aggregation Services and Devices,

  Transaction amount shall be settled as per separate agreed settlement timeline. Razorpay POS shall have an

  absolute right to place limits on the Transaction value.

  1.2 Razorpay POS will provide:

  (a) Razorpay POS Payment Services (as defined above) which includes the ability to process payments from

  various modes of payment opted by the Merchant.

  (b) Acceptance of American Express cards - Upon request of the Merchant, Razorpay POS has the ability to

  support American Express Cards on the Devices opted for by Merchant. Activation of American Express will

  be subject to Razorpay POS approval and will comply with American Express policy.

  (c) Mobile Application: In support of the above services, Razorpay POS will supply the Merchant with a

  mobile application (which is an interface required to access the Razorpay POS software solutions through the

  Device) and the Razorpay POS’ SDK which is used by the Merchant to use Services.

  
  

  (d) Portal: Razorpay POS agrees to retain and maintain transaction records for the Services purchased by the

  Merchant and provide a portal to the Merchant showing such records and allow the Merchant to download

  such records from time to time.

  (e) Affordability Services:

  At the request of the Merchant Razorpay to enable affordability payment options on the POS terminals

  which will facilitate the Merchant to provide an option to its customers to pay via EMI (CC, DC, Brand

  EMI , NBFC)/ BNPL / Cashback Offers / IBD (Instant Discount) payment option.

  The Merchant understands that Razorpay is merely a facilitator for the enablement of various

  
  

  affordability payment option and is not responsible for any decline in these transactions or non-

  approval of customer loan request by the respective NBFC / Banks / lending service provider or brand

  
  

  EMI scheme / cashback offers by the partner brand (as the case may be) for whatsoever reasons.

  For brand EMI services, brand schemes, and SKU details as intimated by the respective brand partner

  to Razorpay are pre-fed in the POS terminal and are subject to change from time to time at the

  discretion of the brand.

  TheParties shall be responsible for compliance and payment of all taxes, duties, levies, surcharge, cess

  or any other charges that may be applicable to the respective Party under the Applicable Law, in

  relation to the Services.

  The Merchant understands that unless the Merchant has opted for payment aggregation services from

  Razorpay, settlement of affordability transaction amount shall not be undertaken by Razorpay. The

  Merchant understands that Razorpay may still manage settlements in certain scenarios, under

  contractual relation with third parties who may be providing services/offerings to the Merchant, where

  they have not availed the payment aggregation services, for clarity such services may involve DC EMI,

  Instant Business Discount etc.

  In case Razorpay is the payment aggregator for the Merchant, then settlement of affordability

  transaction amount will be; as per below timelines:

  PARTICULARS SETTLEMENT TIMELINES (as per bank working days)

  DC EMI T+2 days

  CC EMI T+1 day

  NBFC EMI T+2 day

  Brand EMI T+1 day

  BNPL T+1 day

  * 'T' means the day of transaction

  * The above settlement timeline may get impacted by the delay in settlement to Razorpay by the

  respective bank / NBFC / lending partner / brand partner

  Merchant agrees and acknowledges that all risks, responsibilities, disputes associated with the sale and

  delivery of the products and/or services which are provided by the Merchant to its customers shall

  solely vest with the Merchant and that Razorpay shall not have any responsibility thereof, in any

  manner whatsoever. All disputes regarding the quality, merchantability, non-delivery, and delay in

  delivery of the products and/or services offered for sale by the Merchant shall be resolved directly

  between the Merchant and the customer without making Razorpay a party to such disputes.

  Merchant hereby undertakes that the Merchant shall cooperate and assist Razorpay in resolving

  chargeback dispute from the respective banks / NBFC / lending partner and submit proper

  documentation / proof in support of chargeback dispute. In case any chargeback dispute is ruled against

  the Merchant then the Merchant shall pay back the transaction amount to Razorpay which will be

  eventually credited to the end customer via issuing bank / NBFC / lending service provider. Nothing in

  this clause shall prejudice Razorpay’ right to deduct / withhold the chargeback amount from the

  settlement amount.

  
  

  (f) Reconciliation Services:

  Razorpay will provide transaction reconciliation services to the Merchant. Under these services,

  Razorpay will provide a reconciliation report on the basis of transaction initiated at POS terminals

  deployed at Merchant location vis-à-vis settlement of transaction amount made by Merchant’ partner

  bank.

  Merchant agrees that preparation of reconciliation report is dependent on settlement data shared by

  Merchant’s partner bank with Razorpay. If such partner bank delays / fails to share data with Razorpay,

  then Razorpay shall not be held responsible for any delay in sharing or not sharing the reconciliation

  report with the Merchant.

  (g) EMI Plus Services (EMI Plus Club Wallet):

  Razorpay EMI Plus Club Wallet programme is Razorpay led programme for the benefit of Merchants

  to sell any product to its customers on Zero Cost EMI without any interest charge to customer. Brands

  applicable under Razorpay EMI Plus Club Wallet Program will be communicated to the Merchant in

  advance and may vary from time to time.

  In order to avail this service, the Merchant is required to collect 1% of the transaction amount as

  processing fees on all Razorpay EMI Plus Club Wallet transactions from the customer on behalf of

  Razorpay. Razorpay will deduct / collect this processing fee from the Merchant at the time of

  settlement (of the transaction settlement amount) to the Merchant.

  Monthly default Wallet limit shall be INR. 2,00,000 per POS terminal / Device. Maximum POS

  terminal / Device limit for availing these services shall be 4 POS terminal / Devices per merchant. The

  Wallet limit will be reset to INR 2,00,000 on the 1st day of every calendar month.

  Merchant can increase their EMI Plus Club Wallet balance by completing Brand EMI Transactions on

  the Razorpay POS terminal. (Example: When a Merchant completes a Brand EMI Transaction on the

  Razorpay terminal their EMI Plus Club Wallet limit will increase by the value of the transaction.)

  Merchant shall utilise the Club Wallet only in relation to the SKUs (Stock Keeping Units) defined

  under Razorpay EMI Plus Club Wallet program.

  Overall, wallet size for Razorpay EMI Plus Club Wallet across all merchants signed up for this

  programme for any given month shall be INR 5 crores. Hence, if the INR 5 crore limit has been

  reached for any given month, Merchant will not be able to use the wallet until the next calendar month.

  This limit will be reset every calendar month.

  At the request of Razorpay, the Merchant shall submit invoices against the transactions done using

  Razorpay EMI Plus Club Wallet. In case the Merchant fails to produce the said invoice/s, then

  Razorpay may at its discretion discontinue / suspend Razorpay EMI Plus Club Wallet for the Merchant.

  The Merchant understands that Razorpay EMI Plus Club Wallet program is owned and facilitated by

  Razorpay. Razorpay may at its sole discretion make changes to the terms and conditions of Razorpay

  EMI Plus Club Wallet programme or discontinue the provision of this programme to the Merchant.

  (h) SMS Pay – Card Not Present (CNP):

  The Merchant has requested Razorpay to enable SMS pay service wherein the Merchant can collect

  payments from the customers via SMS pay links.

  As per the Services, an SMS pay link will be sent to the customer mobile number. Subsequently, the

  Customer may open the SMS pay link and initiate the payment by entering requisites details.

  The Merchant understands that the SMS pay link is sent to the customers on behalf of the Merchant.

  Therefore, the responsibility for recording explicit consent from the customers for using their mobile

  numbers for sending out SMS pay links shall solely vest with the Merchant.

  (i) Digital Invoicing services:

  At the request of Merchant, Razorpay will enable Digital Invoicing Services for the Merchant, wherein the

  Merchant and its customer will have an option to share and / or maintain the invoice copy relating to the

  transaction in a digital form. The Merchant has agreed to avail such Digital Invoicing Services on such Terms

  and conditions mentioned here and additional terms and conditions, as are incorporated hereinbelow:

  Razorpay will provide access to a platform that will facilitate the Merchant and its customer to submit /

  receive the invoices, respectively in digital form. Both Merchant and the customer will have the

  
  

  provision to store the invoice on Razorpay’s platform provided for this purpose.

  Various features and functionality of the Digital Invoicing Services has been incorporated in the list

  below (Digital Invoicing Service Features). If the Merchant requires any additional / premium features

  of Digital Invoicing Services, the same may be provided by Razorpay, at such additional cost and other

  terms, as may be agreed between the Parties.

  The Merchant understands that Razorpay will be providing this Digital Invoicing Services in

  association with its Affiliate named JHKP Technologies Private Limited (a.k.a. BillMe).

  The Merchant acknowledges and agrees that Razorpay holds the right to add, remove or modify

  features of the Digital Invoicing Services at its own discretion, with prior intimation to the Merchant.

  Razorpay does not claim any ownership of the digital invoice copies. Merchant has the authority to

  make deletions to the Merchant copy as and when the Merchant finds it necessary to do so.

  The Merchant agrees and authorizes Razorpay to share Merchant’s and customer’s information and

  make such details available to its affiliates, vendors, service providers/facility providers and other third

  parties, in so far as required in association with the Digital Invoicing Services availed by the Merchant.

  Merchant agrees to receive communications through emails, telephone and/or SMS, from Razorpay / it

  Affiliates or third parties. If the Merchant requests not to receive such communication/marketing

  material any further, such dissent shall only be applicable prospectively.

  In case where the Merchant opts for Digital Invoicing Services, Razorpay hereby grants to the

  Merchant a non-exclusive, non-transferable, revocable right to use the Digital Invoicing Services

  during the term solely for the Merchant’s legitimate business operations.

  The Merchant hereby agrees and understands that Razorpay may either by itself or in association with

  any third-party contractor / affiliates provide Digital Invoicing Services. In any case, the Merchant

  understands that Razorpay or such third-party contractor / affiliates reserves the right / ownership of

  Digital Invoicing Services and the platform including but not limited to any intellectual property rights

  associated with the same.

  Razorpay will charge a separate fee for providing Digital Invoicing Services which may be collected

  along with Device rentals. Furthermore, the Merchant also agrees to pay SMS charges on per SMS

  basis for transmitting digital invoices. The same shall be recovered as per the provisions incorporated

  under the Agreement.

  For availment of Digital Invoicing Services and to receive access to the platform, the Merchant shall

  provide such information as may be requested by Razorpay from time to time. The Merchant hereby

  undertakes:

  To provide true, accurate, and complete information about the Merchant as may be required during the

  account creation/registration process for the provision of Digital Invoicing Services; and

  To maintain and promptly update Merchant’s information from time to time, as applicable.

  Merchant understands that Razorpay will use Merchant’s details to provide the Digital invoicing

  Services and if any information turns out to be inaccurate or outdated, then some or all of the services

  may not operate correctly.

  The Merchant hereby undertakes liability for any losses, claims, default in the Digital invoicing

  Services due to incorrect information provided by the Merchant and thereby agrees to indemnify

  Razorpay for such losses.

  The Merchant shall be responsible to undertake explicit consent from the customers to use and share

  ant data being collected to provide such services, with Razorpay and its Affiliates, the customer’s

  mobile number for the purpose of facilitating digital invoicing. The consent to be taken by the

  Merchant from customers must include consent for sharing customers mobile number already existing

  in Razorpay database with Razorpay’s Affiliates and vice-versa.

  If the Merchant provides any information for the purposes of undertaking or indulging fraudulent or

  criminal activities and Razorpay has reasonable grounds to suspect that such information has been

  provided, in all such instances Razorpay reserves the right to suspend or terminate Digital Invoicing

  Services and Merchant’s access to the platform.

  The Merchant grants Razorpay / its affiliates / or third-party contractor involved in the provision of the

  Digital Invoicing Services, with a limited, non-transferable right to display the Merchant’s company

  name, brand name, trademarks or registered trademarks on its websites, applications and other media

  and online resources for representational / promotional purposes.

  The Merchant shall be solely responsible for ensuring the safety of access to its account on the platform

  for availing the Digital Invoicing Services. The Merchant agrees that Razorpay shall not be responsible

  
  

  for any loss that the Merchant suffers as a result of an unauthorized person accessing its account and/or

  using the Digital Invoicing Services.

  DIGITAL INVOICING SERVICE FEATURES

  
  

  Particulars

  S.

  No.

  Feature Remark Quantity

  
  

  Digital Billing

  Features

  
  

  1

  Digital Invoicing - BillMe Digi

  Printer (Windows OS)

  2

  Customer data collection (BillMe

  Digi Printer)

  
  

  UI type 3

  
  

  3 Digital bill complaint Management

  
  

  100

  Complaints

  
  

  4

  Banner in bill (Single image,

  Carousel or GIF)

  
  

  Coupons can be sent on

  the images

  
  

  Single Image

  Only

  
  

  5

  Ad below bill (Single image,

  Carousel, GIF, YouTube video or

  MP4 video)

  
  

  Coupons can be sent on

  the images

  
  

  Single Image

  Only

  
  

  6

  Social media buttons of your

  brands

  7 Star rating feedback

  8 User Access (unlimited users)

  
  

  CRM 1

  
  

  SMS campaign builder with

  scheduler

  
  

  5 Templates Pre-

  Registered under BillMe /

  
  

  Razorpay Name

  
  

  100

  
  

  Report Exports 1 Daily Sales Report

  User Bills 1 user.billme.co.in

  (j) Devices: For enabling the Services, Razorpay will provide Devices to the Merchant on agreed pricing

  terms. For provision of these Services, the Merchant shall provide necessary KYC details and other

  information as may be required by Razorpay in relation to Merchant stores and locations, where the Devices

  are requested to be deployed.

  1.3 Merchant agrees that each Device ordered by Merchant shall have a minimum period of usage of 12

  (twelve) months (in case the Merchant opts for monthly plan), also referred to as the “Lock-in period”

  commencing from the date of deployment of such Device at the Merchant location. It is to be clarified that in

  the event the Merchant deactivates or returns a particular Device or set of Devices, before the expiry of the

  Lock-in period, Merchant shall make a one-time payment to Razorpay POS of an amount equivalent to the

  remaining rental or fees (as applicable) for the unexpired duration of the Lock-in Period for such Devices. On

  termination of Services for whatever reasons, the Merchant shall return all the Devices immediately to

  Razorpay POS (if taken on rental basis).

  1.4 Razorpay POS will provide Devices and mobile application that are necessary for the provision of the

  Razorpay POS Services. Merchant shall acknowledge the receipt of such Device in a form and manner

  acceptable to Razorpay POS and each such acknowledgement shall be deemed to be a part of this Agreement.

  
  

  1.5 Razorpay POS, or its business associate, shall after receiving instructions in writing, install the Device at

  Merchant’s premises. Merchant shall ensure that the necessary infrastructure (like mobile phone(s) or

  tablet(s) and internet) required to install the Device is available at the Merchant’s designated location. To the

  fullest extent permitted by law, Razorpay is not responsible for any delays, delivery failures, or any other loss

  or damage resulting from (i) the transfer of data over public communications networks and facilities,

  including the internet, or (ii) any delay or delivery failure on the part of any other service provider not

  contracted by us, and You acknowledge that the service may be subject to limitations, delays and other

  problems inherent in the use of such communications facilities.

  1.6 Merchant shall arrange, co-operate, and provide for installation at its premises the Device and such

  related accessories and software as Razorpay POS may deem fit and appropriate. Merchant states and agrees

  that the Device shall be used exclusively at the Merchant’s designated establishment/ location for the

  purchase of goods or services for which the Merchant has been signed up and for no other purpose

  whatsoever. Razorpay POS shall not be used in extreme or hazardous environments like (exposure to high

  heat, fire hazard or water) neither Merchant shall forcefully plug and unplug the charging interface or tilt it.

  1.7 Merchant shall retain in its possession and for its exclusive use the Device and keep the same in good

  condition. Merchant agrees and acknowledges to safe keep and control the use of the Device such that any

  transaction using the Device shall be deemed to be authorized and sanctioned by Merchant. Merchant shall

  not use the Device for any fraudulent transactions, business malpractices and illegal activities. Merchant shall

  not and shall ensure that the personnel of Merchant using the Device shall not, use the Device in such a

  manner that it harms the security systems enabled on the Device.

  1.8 Merchant shall not lease or resell the Device and / or such other services as may be mutually agreed to

  between Merchant and Razorpay POS to any other Party without the permission, in writing, of Razorpay

  POS.

  1.9 Razorpay POS shall be entitled to charge Merchant for the costs and charges of the Device (including

  accessories) and/or the costs of repairing the Device/s in the event the Device(s) is/are damaged or lost as a

  result of improper handling by Merchant unless the Device is bought (and not leased/ rented) by Merchant

  from Razorpay POS.

  1.10 In case the Device is provided by Razorpay POS to Merchant on rental basis, then the Device shall be

  the exclusive property of Razorpay POS, and Merchant shall forthwith (not less than 3 days) surrender the

  Device to Razorpay POS in the event of termination of this arrangement for any reason whatsoever. During

  the tenure of this arrangement and thereafter Merchant shall not claim any right, title, interest or lien over the

  Device.

  1.11 In case the Device is provided by Razorpay POS on lease to Merchant, Merchant shall not (i) sell,

  assign, transfer, lease or otherwise cause \or allow or attempt to cause or allow, any dealings with the Device

  or any encumbrance on the Device to be created (ii) remove, conceal or alter any markings, tags or plates

  attached to the Device or part of it indicating Razorpay POS’ ownership of the Device (iii) reverse engineer,

  decompile, disassemble, tamper with or otherwise seek to obtain the source code or non-public APIs to the

  software or the Razorpay POS; (c) copy or modify the software or Razorpay POS or any documentation, or

  create any derivative work from it (iv)Cause or allow Razorpay POS’ right to access, repossession or

  disposition of the Device pursuant to this Agreement or otherwise to be encumbered in any way jeopardized

  by any act of/by Merchant or its servants or agents or by any other factor within its control (iv) Permit any

  third party to perform the maintenance services on the Device or effect modifications, enhancement or

  software/hardware changes to the Device without the prior written consent of Razorpay POS.

  1.12 The loss or damage caused to Razorpay POS arising out of negligence, or misuse of the Device and / or

  default in payment due to any reason whatsoever or that of any telecommunication devices attached to /

  inbuilt within / embedded in the Device, by the Merchant or its employees shall be to the account of

  Merchant, and Razorpay POS will recover such losses and expenses from Merchant.

  1.13 Merchant shall permit the representatives of Razorpay POS or any other concerned service provider to

  carry out physical inspections of the Device or telecom equipment (or possession of any of these, in case of

  termination of this arrangement) during business hours, with or without prior notice (in cases where Devices

  are taken on rental basis).

  
  

  1.14 You agree that Razorpay, may obtain information related to accounts and transaction along with personal

  information of the Merchant and its respective Customers, and Razorpay may use the such data to analyse,

  improve, market, support and operate the Razorpay POS and the services and otherwise for any business

  purpose during the term and after termination of the present engagement. All usage of such data, its retention

  and process shall be governed under applicable law(s) and internal polices of Razorpay.

  1.15 Limited to the jurisdiction of India, Merchant shall ensure that: (a) it enter into transactions only in

  Indian Rupees unless otherwise permitted by Bank/ Razorpay in advance in writing; (b) Retain invoices,

  charge slip’s and transactional data for a minimum period of six (6) months and provide the same in legible

  format as and when required by Razorpay, (c) while presenting any transaction information, certify to

  Razorpay that (i) that the sale of such goods and /or services are not unlawful, (ii) the transaction information

  pertaining to each sale has been supplied only once (iii) Merchant has supplied goods and /or services to

  which the transaction information relates and to the value stated therein, and (iv) all statements of facts

  contained therein are true and complete in all respects. (d) in the event Razorpay POS is leased by Razorpay,

  accept any decision to remove the said POS due to the reason of non-performance of the term mentioned

  herein or any fraud (e) the Merchant shall immediately return the Equipment to Razorpay upon request.

  1.16 Razorpay shall have the right to recover or take back the Razorpay POS where (a) YOU are in breach of

  its applicable Terms and Conditions; (b) Upon termination or expiry of this Terms and Conditions; (c) Upon

  YOUR failure to pay the Fees for a period of 60 days; (d) At Razorpay’s sole discretion.

  1.17 In cases of rental Devices, any losses or damages caused to Devices shall be calculated as below:

  (i) Lost/Misplaced/Irreparable Device charges: In the event there is any loss/misplacement/irreparable harm

  to a Device, the Merchant shall be liable to pay the full Price of the Device, in addition to the applicable

  taxes.

  (ii) Damaged Repairable Devices (including accessories): The Merchant shall be liable to pay repair charges

  including inspection charges, as incurred by Razorpay POS at actuals.

  2. Chargebacks

  2.1 If a Facility Provider communicates to Razorpay the receipt of a Chargeback Request, You will be

  notified of the Chargeback. You agree that liability for Chargeback rests with You. Subject to availability of

  funds, Razorpay upon receipt of a Chargeback Request shall forthwith deduct Chargeback Amount from the

  Transaction Amounts which may be used, based on the decision of the Facility Provider, either to a) process

  Chargeback in favour of the customer or b) credit to You. For the avoidance of doubt, Razorpay shall be

  entitled to deduct the Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to

  furnish to Razorpay documents and information pertaining to the Transaction associated with the Chargeback

  Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of

  goods/services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback

  Documents within three (3) calendar days (or such other period specified by the Facility Provider) of

  receiving notification of the Chargeback Request.

  2.2 You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is

  not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to

  order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback

  such that the said Chargeback Amount is credited to the customer’s Payment Instrument.

  2.3 Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from

  Razorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amount

  from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any of Your

  other funds held by Razorpay in the course of providing the Services. Provided however, if the available

  Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Razorpay

  is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the

  Chargeback Amount within seven (7) days of receipt of the debit note.

  
  

  2.4 On the issuance of notice of termination of the Terms, Razorpay reserves the right to withhold from each

  settlement made during the notice period, a sum computed based on a Stipulated Percentage ( defined

  hereinbelow ) for a period of one hundred and twenty (120) days (“ Withholding Term ”) from the date of

  termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After

  processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, to You forthwith upon

  completion of the Withholding Term. The stipulated percentage is the proportion of the Chargeback

  Amounts out of the total Transaction Amounts settled during the subsistence of these Terms.

  2.5 Notwithstanding anything in this Specific Terms of Use, if the amount withheld, as specified above is

  insufficient to settle Chargebacks Amounts received during the Withholding Term, then Razorpay is entitled

  to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback

  Amount within seven (7) days of receipt of the debit note.

  2.6 The following applies for Chargebacks associated with EMI products which are supported by Facility

  Providers. For any loan cancellation requests, You need to respond to Razorpay within 7 working days with a

  suitable response. If loan is to be cancelled, then the same needs to be informed to Razorpay and if

  cancellation request is to be declined then You need to provide proof of delivery and justification. For loans

  which would get cancelled on the basis of Your confirmation, the amount would be recovered from the daily

  settlement.

  3. Refunds

  3.1 You agree and acknowledge that subject to availability of funds received in the Escrow Account, You are

  entitled to effect Refunds at Your sole discretion.

  3.2 You further agree and acknowledge that initiation of Refunds is at Your discretion and Razorpay shall

  process a Refund only upon initiation of the same via software application provided by Razorpay.

  3.3 All Refunds initiated by You shall be routed to the same payment method through which the Transaction

  was processed.

  3.4 You agree that Razorpay fees shall always be applicable and payable by You on each Transaction,

  irrespective of the Refunds.

  4. Payment

  4.1 Charges associated with the provision of Services to the Merchant and Device Rentals (“Fees”) shall be in

  accordance with the pricing terms agreed to by the Merchant at the time of subscribing to the Services on the

  Website. The Merchant agrees that such Fees shall be charged according to the manner, rates and frequency

  specified in the said pricing terms. All Fees will be deducted from the monies required to be settled to the

  Merchant. However, if the Device rentals are not deducted from the transaction settlement amount then the

  same will be deducted from e-nach /e-mandate set up by the Merchant at the instruction of Razorpay POS.

  4.2 The Parties agree that the Fees are exclusive of applicable taxes and Razorpay shall charge such

  applicable taxes on the Fees from time to time. It is agreed that any statutory variations in applicable taxes

  during the subsistence of this Agreement shall be borne by the Merchant.

  4.3 In the event of any delay in payment of any amounts to Razorpay beyond the due date of payment,

  Razorpay at its sole discretion may opt one or more of the following remedies:

  i. Charge a late payment interest at the rate of 15% per annum on the due amount;

  ii. Suspend some or all of the Service(s) it provides under this agreement, until payment of the due amount.

  Consequently, it is agreed between the parties that Razorpay shall not be liable for any loss, damages, claims

  including third party claims, which may result owing to suspension of some or all of services by Razorpay in

  case of non-payment or delayed payment.

  iii. Set off the due amount from the transaction settlement amount payable to the Merchant.

  
  

  PRIVACY

  YOUR PRIVACY IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS YOU CONFIRM

  THAT YOU HAVE READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED OUR POLICIES, INCLUDING THE

  PROVISIONS OF OURPRIVACY POLICY.

  You may address any complaints or discrepancies in relation to the processing (including storing and using)

  of Your Personal Information (including Sensitive Personal Information) to:

  DPO

  MR. SHASHANK KARINCHETI

  RAZORPAY SOFTWARE PRIVATE LIMITED

  ADDRESS: NO. 22, 1ST FLOOR, SJR CYBER, LASKAR-HOSUR ROAD, ADUGODI, BANGALORE- 560030

  E-MAIL:dpo@razorpay.com

  GRIEVANCES PORTAL:https://razorpay.com/grievances/

  COMPLAINTS AND GRIEVANCE REDRESSAL

  ANY COMPLAINTS OR CONCERNS WITH REGARDS TO CONTENT OF THIS WEBSITE OR COMMENT OR

  BREACH OF THESE TERMS OR ANY INTELLECTUAL PROPERTY OF ANY USER, INSTANCES OF

  CUSTOMER GRIEVANCES, REGULATORY QUERIES AND CLARIFICATIONS SHALL BE

  INFORMED/COMMUNICATED TO THE NODAL OFFICER AT THE COORDINATES MENTIONED BELOW IN

  WRITING OR BY WAY OF RAISING A GRIEVANCE TICKET THROUGH THE HYPERLINK MENTIONED

  BELOW:

  NODAL OFFICER

  MR. VIJAY THAKRAL

  RAZORPAY SOFTWARE PRIVATE LIMITED

  ADDRESS: NO. 22, 1ST FLOOR, SJR CYBER, LASKAR-HOSUR ROAD, ADUGODI, BANGALORE- 560030

  E-MAIL:nodal-officer@razorpay.com

  GRIEVANCES PORTAL:https://razorpay.com/grievances/

  
  

  Acceptance Details

  Owner Id QVwTLeTmA4WjL6

  
  

  Owner Name Global Software Solution

  IP Address 10.26.111.97

  Date Of Acceptance 2025-12-28 01:05:09 IST

  Signatory Name AMIT BAPARI

  Contact Number +917003875459

  Email info@globalsoftwaresolution.co.in

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