Terms and conditions | kirandigital

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, nonexclusive, 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

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

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

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.

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.

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 ecommerce 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.

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.

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 noncompliance.

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.

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,

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;

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.

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/ECOMMERCE MARKETPLACES ONBOARDED AS

MERCHANTS

These terms shall apply only if you are accepting payments on behalf of your sellers/clients/customers (“SubMerchants”).

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 SubMerchants.

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 EMandate 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.

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.

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.

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 onceonly / 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 emandates, 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

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.

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.

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 nonapproval 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

No.

Feature Remark Quantity

Digital Billing

Features

Digital Invoicing - BillMe Digi

Printer (Windows OS)

Customer data collection (BillMe

Digi Printer)

UI type 3

3 Digital bill complaint Management

100

Complaints

Banner in bill (Single image,

Carousel or GIF)

Coupons can be sent on

the images

Single Image

Only

Ad below bill (Single image,

Carousel, GIF, YouTube video or

MP4 video)

Coupons can be sent on

the images

Single Image

Only

Social media buttons of your

brands

7 Star rating feedback

8 User Access (unlimited users)

CRM 1

SMS campaign builder with

scheduler

5 Templates PreRegistered 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 RTGDAYgNA6yQK9

Owner Name PRIYANKA KIRAN KHOPADE

IP Address 10.26.212.138

Date Of Acceptance 2025-10-14 13:28:01 IST

Signatory Name PRIYANKA KIRAN KHOPADE

Contact Number +919930106135

Email priyajyotiware@gmail.com