PART A: GENERAL TERMS AND CONDITIONS
This document/agreement/understanding is a computer-generated electronic record published in termsof 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 fromtime to time) and does not require any physical or digital signatures.
These Terms and Conditions (“Terms”) constitute a legal agreement between You and Razorpay SoftwarePrivate Limited (“Razorpay” or “us”, or “we” or “our””). The Terms, constituted of Part A: General Termsand Conditions and Part B: Specific Terms and Conditions, govern Your access to and use of Razorpayservices, including payments, technology, software, analytics or any other services, tools or products offeredor made available by Razorpay and/or its Affiliates, and/or their Facility Providers, (“Services”). The Servicesmay 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, whomay be a non-registered individual or corporate body, who register for, use, or access the Platform orServices. The Services provided by Razorpay through the Platform are available and are appropriate only foruse in India.
Please read these Terms carefully before accessing the Platform or using the Services. By accessing thePlatform or using the Services, You agree to be bound by these Terms, including our
Privacy Policy
and anyother policy applicable to the Services received via the Platform. If You do not agree to these Terms or do notwish to be bound by these Terms, You must immediately terminate the use of the Services. Razorpay reservesthe 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 Termsperiodically for updates/amendments. Your continued access of the Platform or use of the Services signifiesYour assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequentmodifications to these Terms in any way, Your only recourse is to immediately terminate the use of theServices.
We may require You to agree to additional terms in connection with specific Services, provided either byRazorpay or its Affiliates, that You may avail from time to time. You agree to be bound by supplementalterms of any specific Service that You access or use via our Platform and/or are available by hyperlink on ourPlatform. We may ask You to agree to those supplemental terms by way of ‘acceptance’. Should You chooseto 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 Platformduring (i) the initial sign up/registration process and (ii) registration or onboarding for any specific Service infuture. You hereby further give Your consent for us to pre-fill forms for the registration or onboarding processof any specific Service with such data/information provided. You acknowledge and agree that we reserve theright to verify, and re-verify where applicable, the data/information You provide in relation to any specificService. Your right to access and use any specific Service is subject to successful completion, at our solediscretion, of registration or onboarding process for that specific Service. To the extent these Terms areinconsistent with any supplemental terms for a specific Service, then those specific terms shall prevail overthese Terms. You further agree that any claims relating to any specific Services shall be brought solely againstthe Razorpay Affiliate providing the specific Services.
Where You intend to avail online as well as offline payment aggregation services, You understand and agreethat online Services will be provided by Razorpay Software Private Limited and offline Services will beprovided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate of Razorpay. Youacknowledge and agree that the provision of offline payment aggregation services by Razorpay POS will begoverned by Part A: General Terms and Conditions along with Part VII: Specific Terms for OfflineAggregation Services and Devices of Part B: Specific Terms and Conditions enumerated below. For theavoidance of doubt, the reference to Razorpay under Part A: General Terms and Conditions shall includeRazorpay 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
(“website”), including any intellectual propertyrights which subsist in the Services (whether registered or not). Razorpay grants You a personal, non-exclusive, non-transferable, limited right to access the Platform and make personal use of the website and theServices. You shall not remove, obscure, or alter any proprietary rights notices (including trademark andcopyright notices), which may be affixed to or contained within the Services. We reserve all rights notgranted under the Terms. We (and our licensors, as applicable) retains its rights in and to trademarks, tradenames, service marks, logos, domain names, and other distinctive brand features (“marks”) owned or used byus in the course of our business. You do not have the right to use any of our marks without explicit consentfrom 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 inor otherwise transfer any right in the Services or marks. You further acknowledge and agree that the Servicesmay contain information that is designated confidential by us and You shall not disclose such informationwithout 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 agreethat Razorpay may use Your materials in its marketing and promotional materials without requiring anyincremental consent from You. You further agree that Razorpay may conduct analytics on Your materials andthat Razorpay shall retain ownership of the results or reports derived from such data which shall be inaggregated and anonymised form for its business purposes in accordance with Applicable Laws. You shallindemnify and hold harmless Razorpay, its Affiliates and its service providers on demand against all claimsand 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 THEUSER
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 enterinto binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Yourpasswords, login and account information. You are responsible for maintaining the confidentiality of anylogin information and secure access credentials associated with Your Razorpay account. You will beresponsible for all use of the Platform and/ or Services by You or anyone using Your password and logininformation (with or without our permission). You are responsible for all activities that occur under Youraccount/in using Your secure credentials and Razorpay shall not be liable for any such change or actionperformed by using Your secure credentials on the Website.
2.2. You agree to provide true, accurate, current and complete information about Yourself as and whenprompted by the Platform. If You provide any information that is untrue, inaccurate, not updated orincomplete (or becomes untrue, inaccurate or incomplete), or Razorpay has reasonable grounds to suspectthat such information is untrue, inaccurate, not updated or incomplete, Razorpay shall have the right toimmediately suspend or terminate Your account and/or refuse any and all current or future use of the Platformor Services, or any portion thereof, in connection thereto.
2.3. By using the Services and providing your contact information, you consent to receiving informationabout, and offers for, various products and services from Razorpay, its Affiliates or third parties. Thesecommunications 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 thatRazorpay may contact you electronically or by phone to gauge your interest in specific products and servicesand 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 orsoliciting 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 onthe 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 accordancewith 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 thevarious products and services you select or to offer additional value-added services. You also consent toreceiving communications via email, telephone, and/or SMS from Razorpay or these third parties. If yourequest to opt out of receiving such communications or marketing materials in the future, this request willonly apply prospectively and will not affect data that has already been shared by Razorpay with your priorconsent.
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. Theseoffers and promotions may be tailored based on the information provided, including past information on ourPlatform or by Your or end users use of our Services. We may leverage the data, including personal data, thatYou or Your end users submit to personalize and optimize these offers, ensuring that they are relevant andvaluable to You, and You explicitly consent to such usage. This may include, but is not limited to, Your orYour end user preferences, interactions, and usage patterns on our Platform. We do not guarantee theaccuracy, quality, or suitability of any offers presented, and such offers may be subject to additional terms andconditions. 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 thePlatform, 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. Youacknowledge and agree that Razorpay may undertake enhanced due diligence measures (including anydocumentation), to satisfy itself relating to due diligence requirements in line with the requirements andobligations under Applicable Laws. You are solely responsible for understanding and complying with allApplicable Laws, including but not limited to the provisions of the RBI Guidelines on Regulation of PaymentAggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of MoneyLaundering Act, 2002, KYC Guidelines, etc. issued by the RBI as may be amended from time to time thatmay 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 shallprovide the necessary documents (as determined in Razorpay's sole discretion or when required by FacilityProviders or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Razorpayto conduct the due diligence in respect of You and Your business / activities. Razorpay shall have the right toshare the KYC Documents (or the information therein) and other related documents with the FacilityProviders 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. Youfurther acknowledge and agree that Razorpay reserves the right at all times to monitor, review, retain and/ordisclose 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) anyKYC related or other documents of Your customers or invoices, in its sole discretion and / or as per theApplicable Laws or pursuant to requests from governmental authorities, law enforcement agencies or FacilityProviders. Your failure to submit the KYC Documents when requisitioned shall entitle Razorpay to suspendthe Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to thesole satisfaction of Razorpay.
2.9. You agree that Razorpay shall not be responsible for any delivery, after-sales service, payment, invoicingor collection, customer enquiries (not limited to sales enquiries), technical support maintenance servicesand/or any other obligations or services relating to or in respect of Your products or services. Such obligationsshall be Your sole responsibility. You shall indemnify Razorpay against any claim arising from such servicesor 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 BeneficialOwner are not a Politically Exposed Person. You shall forthwith inform us in writing if this declarationbecomes 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 totime.
2.11. The usage of the Platform may also require You to provide consent for providing Your PersonalInformation (“PI”) (including but not limited to any personal data or sensitive personal data as defined underApplicable Laws) or to authorize Razorpay to derive Your data/information from any source or public registryor portal, as may be necessary to complete Your profile or Your application on the Platform, conduct duediligence on You, undertake KYC checks by itself or any other third party and/or to provide You Servicesthrough this Platform. You explicitly authorise Razorpay to rely on such information and You represent andwarrant that such information shall be and shall remain true and accurate. Razorpay shall adhere to bestindustry practices including information security, data protection and privacy law while processing suchapplications. However, Razorpay shall not be liable to You against any liability or claims which may arise outof 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 forbiddenby these Terms, or any local laws that might apply to You. We may, at our sole discretion, at any time andwithout advance notice or liability, suspend, terminate or restrict Your access to all or any component of thePlatform 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 violaterights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) anycommercial material or content (including, but not limited to, solicitation of funds, advertising, or marketingof any good or services); (iii) any material or content that infringes, misappropriates or violates anycopyright, trademark, patent right or other proprietary right of any third party; (iv) contains software virusesor any other computer code, files or programs designed to interrupt, destroy or limit the functionality of anycomputer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendlyrelations with foreign states, or public order or causes incitement to the commission of any cognizableoffence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates anotherperson; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from anyviolation of the foregoing restrictions, or any other harm resulting from Your posting of content to thisPlatform.
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 powerand 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 Yourobligations under these Terms.
(c) The execution, delivery and performance of these Terms has been authorized by all necessary corporateand organizational actions including but not limited to board resolution and/or power of attorney and/or letterof 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 inaccordance with its clauses.
(e) You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and othercrypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or creditsthat can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit thevirtual world. Any breach of this provision shall be subject to immediate suspension or termination of Youraccess to or use of the Platform or any or all Services, at Razorpay's sole discretion. You shall indemnifyRazorpay 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 bonafide 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 registeredfor at the time of entering into these Terms and as set out in Your onboarding form on the Razorpaydashboard or as otherwise approved in writing by Razorpay.
(c) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Servicesby any third parties, including Your affiliates.
(d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried onwith 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 servicesspecified under these Terms.
2.16. You hold express informed consent of Your customers to share customers’ information, includingpersonal data, with Razorpay and its affiliates (i) in connection with provision of Services to You and otherusers of the Platform or Services, (ii) for the purposes of sharing such information with governmentalauthorities as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking andfraud prevention, or (iv) pursuant to regulatory authorities' orders and/or notices including but not limited tonotices under Section 94 of BNSS.
2.17. You acknowledge that the Services are of complex nature and require the intervention of the FacilityProviders. You acknowledge and agree that Razorpay shall only be liable for acts or omissions which aresolely and directly attributable to Razorpay.
2.18. In order to avail the Services, You shall take all necessary steps to facilitate the integration ofRazorpay's solutions with Your platform. It is hereby clarified that any Server to Server (S2S) integration, ifdone, 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, theoriginal copy / copies of proof of transactions, invoices or other records, including pertaining to any orderplaced by Your customers. You shall retain records relating to transactions for a period of 10 (ten) years fromthe relevant date of the order placed on Your site. Razorpay and the Facility Providers, and/or governmentalagencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other datarelating to the customer's orders at any time whatsoever and without any prior notice. You shall ensurecooperation with Razorpay, its auditors, Facility Providers, governmental authorities, or law enforcementagencies 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 ofRazorpay or the Facility Provider; (ii) represent that You have any rights to offer any products or servicesoffered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any thirdparty 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 anyconvenience fee on the customer. Any responsibility or losses incurred by Razorpay as a result of the chargeof any such convenience fee by You to Your customers shall be borne by You. You shall also indemnifyRazorpay for such liability or losses.
2.22. You shall not engage, appoint, or otherwise utilize any third-party service provider in connection withthe Services under this Agreement without the prior written consent of Razorpay. You further agrees that theyshall utilize the Services solely (a) directly from Razorpay; (b) through a payment orchestration solutionprovided or expressly approved by Razorpay; or (c) via a proprietary in-house orchestration solutiondeveloped by the Merchant, subject to Razorpay’s prior written approval. You shall not engage, integrate, orroute any payments through a third-party payment orchestrator not explicitly approved by Razorpay. Anybreach of this clause, including use of an unapproved third-party orchestrator, shall entitle Razorpay toimmediately 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 agreethat 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 feesallow access to the entire suite of payments products, dashboard and custom reports, and includes MDRcharges, if any, for payment instruments as prescribed under applicable guidelines. For clarity, Razorpay feesinclude 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 fromtime to time. You agree that any statutory variations in applicable taxes during the subsistence of these Termsshall 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 becommunicated by You to us via a notice no later than ten (10) days from the date of the invoice. Razorpayshall 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 ofdiscrepancies, You shall report to Razorpay regarding such discrepancy within three (3) days upon the receiptof the funds. Razorpay shall not be liable for any reconciliation issue if the same is highlighted by You toRazorpay after such time.
3.5. For fees deducted upfront before provision of the specific Service, it is agreed that if You depositapplicable 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 aquarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices receivedby You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of theIncome Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). You shall deposit the withheldtaxes with the government treasury, file the statutorily mandated returns and furnish the requisite taxdeduction certificate (Form 16-A) to Razorpay within one hundred and eighty (180) days so as to enableRazorpay 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 aresident e-commerce participant, You shall evaluate and comply with the requirements of TDS under Section19.40 of the Income Tax Act, 1961. You, as an e-commerce operator, will withhold tax under Section 19.40 ofthe Act and deposit the same within the applicable timelines, including carrying out all the necessarycompliances as prescribed under the Income Tax Act, 1961. As the payment service provider, Razorpaywould not be obligated to deduct tax under Section 19.40 and the same will be Your responsibility as the e-commerce operator. For the purposes of this clause 3.5A, "e-commerce operator" and "e-commerceparticipant" 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 dashboardbefore Razorpay generates the invoice and shall also submit the GST certificate as part of KYC. Razorpaywill raise a GST tax invoice and report the transactions in the GST returns based on the information providedby You. The GST returns will be filed as per the statutory timelines, to enable You to avail appropriate inputtax credit. Razorpay shall not be responsible for any mistake and or misrepresentation by You in updating theGST number and other particulars as per the GST certificate. Further, any liability raised on Razorpay by theGST authorities due to incorrect information provided by You or deliberate withholding of any statutoryinformation 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 inputcredit is available to You, Razorpay shall record Your correct GSTIN. Towards this, You are advised to verifyYour GSTIN and registered address captured within the account maintained with Razorpay at periodicalintervals and correct the same wherever necessary. In the event, correct GSTIN is not updated in Youraccount maintained with Razorpay, then You shall be solely responsible in respect thereof and Razorpay shallnot 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
PrivacyPolicy
.
5. THIRD PARTY LINKS / OFFERS
The Platform contains links to other websites over which we have no control. We encourage You to reviewthe terms and privacy policies of those other websites so You can understand Your use of the websites andhow 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 furtheracknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damageor loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goodsor services available on or through any such site or resource. Your interaction with any third party accessedthrough 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 anypersonal injuries, death, property damage, or other damages or expenses resulting from Your interactions withthe third parties.
6. OUR PARTNERS
This Platform also offers You access to information primarily about certain financial products/servicesincluding, but not restricted, to loan facility, credit cards facility, investment services such as current accountsoffered 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 “asis” basis. You acknowledge that Razorpay does not warrant that the Service(s) will be uninterrupted or errorfree or fit for Your specific business purposes.
8. LIMITATION OF LIABILITY
8.1. Razorpay (including its officers, directors, employees, representatives, affiliates, and providers) will notbe 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 limitationlost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or isin any way connected with (i) any failure or delay (including without limitation the use of or inability to useany component of the Platform), or (ii) any use of the Platform or Services or content therein, or (iii) theperformance or non-performance by us or any Facility Provider, even if we have been advised of thepossibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infectYour computer equipment or other property as the result of Your access to the Platform or Services or Youruse 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) monthfees paid by You for the specific Service(s) giving rise to the liability. Razorpay's liability under or inconnection with Terms will be proportionately reduced to the extent any loss or damage is contributed to byYou or Your third party providers.
9. INDEMNITY
You agree to indemnify and hold Razorpay (and its officers, affiliates, group company, directors, agents andemployees) 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 violationof any Applicable Laws or the rights of a third party, or Your use of the Platform or any disputes between Youand any third party. The covenants of indemnity set forth herein shall survive and continue even after thetermination 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 cardpayment networks. These card payment networks have infrastructure and processes to enable transactionauthorisation. The card payment networks require You to comply with all applicable guidelines, rules, andregulations formulated by them.
10.2. The card payment networks reserve the right to amend their guidelines, rules and regulations from timeto time. We may be required to amend, modify or change these Terms pursuant to amendments to the CardPayment Network Rules and such amendments, if any, shall be deemed to be binding on You with immediateeffect.
10.3. You agree to fully comply with all programs, guidelines, requirements that may be published and/ormandated by the card payment networks. Notwithstanding our assistance in understanding the Card PaymentNetwork Rules, You expressly acknowledge and agree that You are assuming the risk of compliance with allprovisions of the Card Payment Network Rules, regardless of whether You are aware of or have access tothose provisions. For illustration purposes - MasterCard, Visa, Diners, RuPay and American Express makeexcerpts 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 orother amounts being levied on or demanded of us by a card payment network, then without prejudice to ourother rights hereunder, You shall forthwith reimburse us in an amount equal to the fines, penalties or otheramount so levied or demanded or spent by us in any manner in relation to such fines, penalties and levies. IfYou fail to comply with Your obligations towards the card payment networks, Razorpay may suspendsettlement 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 ismade in writing. A waiver of any term or condition of this Agreement shall not be deemed a waiver of anyother 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 byreason 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 ofRazorpay, then Razorpay shall be excused and discharged from such performance to the extent of and duringthe period of such force majeure event, and such non-performance shall, in no manner whosoever, amount toa 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 fromabroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions ofauthority, elected or contesting electoral candidates, political parties or office bearers thereof or any otherthird party or person in order to obtain an improper commercial/ business advantage of any kind. Governmentofficials include any government employee, candidate for public office, an employee of government- ownedor government–controlled companies, public international organisations and political parties. You also agreenot to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, ofanything of value to anybody for the purpose of inducing or rewarding any favourable action or influencingany decision in Your favour.
14. ADDITIONAL TERMS
14.1. You shall not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay mayassign its rights and duties under these Terms without any such assignment being considered a change to theTerms and without any notice to You. If we fail to act on Your breach or anyone else's breach on anyoccasion, 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 endusers to manage fraud and risk. Blacklisted users may be restricted from transactions, and removal ofblacklisting may occur based on updated risk assessments. You acknowledge and agree that Razorpay maytake such measures to protect the integrity of the payment ecosystem. Razorpay is not obligated to provideprior notice or reasons for these actions. You agree to be solely responsible for providing any notification toYour 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 Yourand our observance of the same. If You take any legal action relating to Your use of the Platform or theseTerms, You agree to file such action only in the courts located in Bangalore, India. In any such action that Wemay initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with thelegal 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 sameforce 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 thatRazorpay shall have the right to set-off by whatever means the whole or any part of Your liability to Razorpayunder 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 Youand Razorpay or its affiliates). You agree that Razorpay may exercise the right of set-off at any time, withoutany prior notice to You. In the event such set-off does not fully reimburse Razorpay for the liability owed,You shall pay Razorpay a sum equal to any shortfall thereof.
(c) You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative ofRazorpay or any Facility Provider; (ii) represent that You have any rights to offer any products or servicesoffered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any thirdparty 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 andthe
Privacy Policy
at any time as it deems fit and proper, including but not limited to comply with changes inlaw 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 customerrequirements.
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. Youagree 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 beenavailable free of charge previously.
(b) You avail any new Services not mentioned in these Terms. You agree that Your use of any Service or avalue-added service shall be construed as a consent to any additional fees which may be levied by Razorpayon such additional Service or value-added service.
14.4. An end user may avail dynamic currency conversion ("DCC") services which may be made available byRazorpay to an end user, as applicable. The transaction amount payable by the end user towards the purchaseof goods or services from a merchant shall be inclusive of charges for such DCC services availed by the enduser. An end user may reach out to dcc_invoice@razorpay.com, by providing the payment ID and end usercontact number, to get invoices for DCC transactions.
15. ADVERTISING
Some of the Services may be supported by advertising revenue and may display advertisements andpromotional material. These advertisements may be targeted to the content of information stored on theServices, queries made through the Services or other information. The manner, mode and extent ofadvertising by Razorpay are subject to change without any specific notice to You. In consideration forRazorpay granting You access to and use of the Services, You agree that Razorpay may place suchadvertisements on the Services through website, print media, electronic media, social media, advertisingplatforms, etc.
16. SUSPENSION AND TERMINATION
16.1. Notwithstanding anything to the contrary, Razorpay shall have the right to immediately suspendServices and settlement of any monies or payments to You, without any liability to You, in the event of thefollowing:
(a) You breach any clause of these Terms.
(b) You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products andServices' listed below in clause 17 of Part A: General Terms and Conditions.
(c) Razorpay receives instructions from Facility Providers or governmental authorities or law enforcementagencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereofregardless 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 fraudassessment 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 reversalsrelating to Your use of Services.
(g) Your products/services infringe, or are suspected of infringing, intellectual property rights, copyrightableworks, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/orknock-off goods.
(h) You materially change the type of the products/services provided to end customers and as declared on theonboarding form, without obtaining Razorpay's prior written permission to use the Services for the new orchanged types of services/products, or it is discovered by Razorpay that You provided substantiallymisleading 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 areunacceptable 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 continueuntil such access and use is terminated by You or Razorpay. Unless you have a separate offline agreement inrelation to use the Services, or any part thereof, these Terms will apply. We may terminate these Terms orclose Your Razorpay account at any time for any reason (including, without limitation, for any activity thatmay create harm or loss to the goodwill of Razorpay). Where Applicable Laws require advance notice oftermination to be provided, we will, prior to termination, provide You with the required advance notice oftermination.
16.3. Termination does not immediately relieve You of obligations incurred by You under these Terms. Upontermination, You agree to stop using the Services. Your continued or renewed use of the Services aftertermination serves to renew Your consent to the Terms. In addition, upon termination You understand andagree that we will not be liable to You for compensation, reimbursement, or damages related to Your use ofthe Services, or any termination or suspension of the Services or deletion of Your information or accountdata; and You will still liable to us for any fees or fines, or other financial obligation incurred by You orthrough 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 (includingliterature, imagery and other media); escort or prostitution services; website access and/or websitememberships 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 emailmessages (spam);
5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signalsfor free;
6. Child pornography which includes pornographic materials involving minors;
7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyrightprotection;
8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed orprotected materials;
9. Copyrighted software which includes unauthorized copies of software, video games and other licensed orprotected materials, including OEM or bundled software;
10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; itemswithout a celebrity endorsement that would normally require such an association; fake autographs, counterfeitstamps, and other potentially unauthorized goods;
11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugslike 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) indanger of extinction;
14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gamblingsites, 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 equipmentenabling illegal access to software, servers, website, or other protected property;
17. Illegal goods which includes materials, products, or information promoting illegal goods or enablingillegal acts;
18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick healthfixes;
19. Offensive goods which include literature, products or other materials that: (a) defame or slander anyperson 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 andrelated goods; toxic, flammable, and radioactive materials and substances;
22. Regulated goods which includes air bags; batteries containing mercury; Freon or similarsubstances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; policebadges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slotmachines; 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, andrelated 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 whetherfederal, 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 lightand/or that may be prone to buy and deny attitude of the cardholders when billed (e.g. adult material/maturecontent/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 areambiguous 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 beinterpreted 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 businessesinvolved in pyramid marketing schemes or get-rich-quick schemes and any other product or service, which inthe sole opinion of either the partner bank or the acquiring bank, is detrimental to the image and interests ofeither of them/both of them, as communicated by either of them/both of them to You from time to time. Thisshall 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), prohibitedinvestments for commercial gain or credits that can be monetized, re-sold or converted to physical or digitalgoods 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 requirelicense for such businesses.
The above list is subject to updates / changes by Razorpay based on instructions received from FacilityProviders.
18. DEFINITIONS:
18.1. “AD-1 Bank” means a scheduled commercial bank in India which is authorized under the relevantlegislation to undertake all current and capital account transactions according to the directions issued by theRBI from time to time.
18.2. “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is undercommon 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 todirect, or cause the direction of the management and policies of such person, whether through the ownershipof 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 localgovernmental/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 limitationinclude any notification, circular, directive or other similar instruction issued by the ‘Financial SectorRegulators' 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
.
18.4. “Chargeback” shall mean the reversal (such reversal being requested by a Facility Provider pursuant toa request from the Facility Provider's customer) of the debit of the Transaction Amount that was charged byYou, 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 theTransaction 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 Razorpaypursuant to a Chargeback.
18.6. “Chargeback Documents” has the meaning ascribed to the term in clause 2.1 of Part I: Specific Termsfor 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 partypursuant 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 inconsideration 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 theRazorpay POS Software is enabled.
18.11. “Escrow Account” is an account held by Razorpay with an Escrow Bank for the purpose of receivingthe 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 thePayment Aggregation Guidelines.
18.13. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertakesettlements.
18.14. “Facility Providers” shall means banks, financial institutions, NPCI, technology service providers, orother 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) cardpayment networks.
18.15. “Fee Credit” has the meaning ascribed to the term in clause 1.5 of Part I: Specific Terms for OnlinePayment Aggregation Services.
18.16. “Import Collection Account” or “ICA” means the current account opened and maintained by Razorpaywith an AD-1 bank, as per PA-CB for the purpose of settlement of monies received from the Customersimporting goods and services from Merchants.
18.17. “KYC Guidelines” means KYC norms as set out in the Master Direction - Know Your Customer, 2016notified by Reserve Bank of India through circular no. Master DirectionDBR.AML.BC.No.81/14.01.001/2015-16, to the extent applicable to the Services and as may be determinedby 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 ofthe Payment and Settlement Systems Act, 2007.
18.19. “OFAC” means the Office of Foreign Assets Control constituted under the law of the United States ofAmerica.
18.20. “Payment Aggregator Guidelines” means the RBI circular DPSS.CO.PD.No.1810/02.14.008/2019-20dated March 17, 2020, including any amendments, clarifications, FAQs, etc. which may be issued from timeto time.
18.21. “Payment Aggregator – Cross Border Guidelines” or “PA – CB” means, as applicable, RBI circularCO.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 orany 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 includingfines 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 partthereof) 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 theRazorpay system. TIDs may also be associated with any Device at the discretion of Razorpay and theMerchant. 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 vendoravailing of Your services) for purchasing goods/services from You, which results in a debit to the customer'sPayment 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 PAYMENTAGGREGATION SERVICES
1. PAYMENT PROCESSING
1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for OnlinePayment Aggregation Services, Razorpay shall facilitate collection of online payments for products/servicessold 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, SpecificTerms for Online Payment Aggregation Services, Razorpay shall settle the Transaction Amount (net ofPermissible 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 byRazorpay 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 torecover 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 underPart I: Specific Terms for Online Payment Aggregation Services. It is agreed that in respect of eachTransaction, Razorpay shall be entitled to deduct an amount equivalent to Razorpay fees along withapplicable 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 TransactionAmount. “Fee Credits” are the credits using which You may receive the full settlement amount without anyfee deduction. For example, if You have a Fee Credit of INR 100 then all the Transactions will be settled infull 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 arecharged to Razorpay and/or debited by Facility Providers from accounts maintained by You or any reasonattributable to the provision of Services to You by way of deduction from (i) the Transaction Amount to besettled to You and /or (ii) any of Your other funds held by Razorpay in the course of providing the Services. Inthe event such set-off or recovery does not fully reimburse Razorpay for the liability owed, You shall payRazorpay 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 EscrowAccount 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 moniesto 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 eventRazorpay in its absolute discretion determines that, for reasons including but not limited to internal decisionsor regulatory mandates, it is not feasible or suitable to settle the funds held in the Razorpay's Escrow Accountto you, Razorpay reserves the right to withhold such settlement and after giving prior notice to you, shallrefund 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/paymentfacilitator takes Razorpay services for processing settlement of funds for such Merchant, acting as Razorpay’spartner 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 bankwhich is made available to Razorpay by such partner bank. Additionally, the Merchant understands andagrees 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 benotified of the Chargeback. You agree that liability for Chargeback, whether domestic or international, underthe Terms solely rests with You. You further agree that it is Your sole discretion whether to avail non-3Dsecure 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 deductChargeback Amount from the Transaction Amounts, which may be used, based on the decision of the FacilityProvider, either to a) process Chargeback in favour of the customer or b) credit to You. For the avoidance ofdoubt, Razorpay shall be entitled to deduct the Chargeback Amount upon receiving a Chargeback claim. Youshall be entitled to furnish to Razorpay documents and information (“Chargeback Documents”) pertaining tothe Transaction associated with the Chargeback Request in order to substantiate (i) the completion of theaforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the saidTransaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such otherperiod 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 Provideris not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitledto order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargebacksuch 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 fromRazorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amountfrom You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any of Yourother funds held by Razorpay in the course of providing the Services. Provided however, if the availableTransaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Razorpayis entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse theChargeback 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 fromeach settlement made during the notice period, a sum computed based on a Stipulated Percentage (definedhereinbelow) for a period of one hundred and twenty (120) days (“Withholding Term”) from the date oftermination 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 uponcompletion of the Withholding Term. The ‘Stipulated Percentage' is the proportion of the ChargebackAmounts 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 isinsufficient to settle Chargebacks Amounts received during the Withholding Term, then Razorpay is entitledto issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the ChargebackAmount 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 FacilityProviders. For any loan cancellation requests, You need to respond to Razorpay within seven (7) workingdays with a suitable response. If loan is to be cancelled, then the same needs to be informed to Razorpay andif cancellation request is to be declined then You need to provide proof of delivery and justification. For loanswhich would get cancelled on the basis of Your confirmation, the amount would be recovered from the dailysettlement.
3. REFUNDS
3.1. You agree and acknowledge that subject to availability of funds received in the Escrow Account, You areentitled to effect Refunds at Your sole discretion.
3.2. You further agree and acknowledge that initiation of Refunds is at Your discretion and Razorpay shallprocess 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 Transactionwas processed.
3.4. You agree that Razorpay fees shall always be applicable and payable by You on each Transactionirrespective of whether You have refunded the same to Your customer either through normal channels ofrefunds 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, Razorpaymay 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, ifRazorpay is intimated, by a Facility Provider, that a customer has reported an unauthorised debit of thecustomer's Payment Instrument (“Fraudulent Transaction”), then in addition to its rights under clause 16 ofPart A: General Terms and Conditions, Razorpay shall be entitled to suspend settlements to You during thependency 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 theseTerms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall beresolved 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 othernotifications, 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 Chargebackshall 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 FraudulentTransactions 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 NPCIguideline on ‘Fraud liability guidelines on UPI transactions' NPCI/2022- 23/RMD/001. You herebyunderstand and agree that the decision of the NPCI or the concerned acquiring bank, as the case may be, shallbe final and binding.
5. GENERAL
5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Termsand Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, theyshall be construed harmoniously.
5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment AggregationServices 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 shallsurvive the termination of the Terms.
5.4. You hereby consent for Razorpay to share Your information/data, including activity related informationand personal information, with its Affiliates, for (i) the Affiliates to facilitate access to/market along withRazorpay, such products and services as the Affiliates may deem You eligible; and/or (ii) to share suchinformation with Facility Providers (such as banks, NBFCs) associated with the Affiliates, for such FacilityProviders to assess Your eligibility for the proposed products and services. To revoke or modify such consentplease reach out to
.
5.5. You hereby agree and confirm that in case You have opted for a loan/line of credit or any other similarproduct through Razorpay's affiliates/group companies, and its Facility Providers/lending partners, Youhereby acknowledge, confirm, agree and provide unconditional consent that Razorpay may facilitate itsaffiliates/group companies which reserve the right to recover the outstanding dues from the positive balanceas maintained by You with Razorpay. Depending on the type of loan product opted by You: (i) where NACHmandate provided by You as the first mode of repayment fails due to insufficient balance, recovery shallhappen from your positive balance maintained with Razorpay, provided You have not completed repaymentto lending partner of Razorpay affiliate/group companies through any other mode; or (ii) where your positivebalance 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 withinstructions provided by You to Razorpay. Razorpay may first deduct its fees and other liabilities, includingbut not limited to chargebacks, fines, and penalties followed by other deductions, based on the chronologicalorder of the instructions received from You.
6. COMPLIANCE WITH PAYMENT AGGREGATORGUIDELINES
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, includingbut not limited to the provisions of the Payment Aggregator Guidelines. You shall further ensure that Youroperations are in compliance with the Payment Aggregator Guidelines and You shall not undertake any actionin 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 forprocessing such returns, refunds or cancellations; and (b) the general terms of use and conditions of use byYour customers. You shall ensure that You deliver products and services in accordance with instructions ofthe customers. (iii) You shall at no time hold, store, copy or keep any customer data relating to a customer'sPayment Instrument and shall notify in writing to Razorpay without any delay if You suspect or have becomeaware of a possible security breach related to any customer data. (iv) You shall not store any data pertainingto the Payment Instrument / customer Payment Instrument credentials. On demand, You shall provide awritten confirmation, in a form and manner acceptable to Razorpay and Facility Providers, certifyingcompliance to this aspect.
6.2. You shall set up a comprehensive customer grievance redressal mechanism which provides the procedurefor addressing complaints received from Your customer and You shall include the details of the persondesignated by You for handling such customer complaints. It is clarified that such customer grievanceredressal 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 paymentprocessing services for compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), asmay be amended from time to time, and the Payment Application-Data Security Standard (“PA-DSS”), ifapplicable. You shall also submit an annual report in writing to Razorpay signifying proof of compliance withthe above. If You become aware that You will not be or are likely not to be, in compliance with PCI DSS orPA DSS for any reason, You will promptly report in writing to Razorpay such non-compliance or likely non-compliance.
6.5. You shall provide Razorpay with evidence of compliances listed in this clause 6 at Razorpay's requestand provide, or make available, to Razorpay copies of any audit, scanning results or related documentsrelating to such compliance. Notwithstanding the above, Razorpay shall have the right to conduct a securityaudit to check Your compliance with this clause 6 and in such cases, You shall extend full cooperation toRazorpay 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 ofcustomer data in accordance with Applicable Laws. You shall promptly report security incidents or breachesinvolving 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 routeYour payments through specific payment gateways based on Your business conditions and preferences. Thissolution is a software layer on top of Your payment to route every payment request received for Your uniqueid, 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, whichinvolves an order or request placed by the customer with You by paying the Optimizer Transaction Amount toYou, while using the services of any payment gateway or payment aggregator.
(c) “
Optimizer Transaction Amount
” means the amount paid by the customer to You which is then routedby 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 providedto You. It is clarified that, for these Optimizer Services, Razorpay's role will strictly be that of a SaaS providerand 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 theOptimizer 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 otherproceedings as a result of disputes or claims raised by any payment gateway / payment aggregator in relationto 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 anadditional 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 theseTerms.
(b) In addition to the above, You acknowledge that Razorpay provides as a value added service certaincustomisable templates for website terms of use and conditions, return and refund and shipping policy,privacy policy, etc. (together, “Customisable Templates”) which You may choose to use to display on Yourwebsite / web app / mobile site / mobile app / other digital app in order to comply with Your obligations underthe Payment Aggregator Guidelines. You acknowledge and agree that: (a) the Customisable Templates areavailable during the onboarding process to be used at Your sole discretion; (b) Razorpay provides theCustomisable Templates on an “as is” basis; and (iii) You represent and warrant (i) that it is Your soleresponsibility to verify the suitability of the Customisable Templates for Your products/services, (ii) that Youhave sought independent legal advice prior to using the Customisable Templates, (iii) that You absolveRazorpay of any liability arising from the use of the Customisable Templates, (iv) that You have read andmodified 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 allliability in respect of any actions or omissions based on any or all of the Customisable Templates. Razorpaydoes not necessarily endorse and is not responsible for any third-party content that may be accessed throughthe 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, 2016and Circular on ‘Non-resident Rupee Accounts – Review of Policy' dated November 22, 2019 detailedhereinbelow.
8.1. Any person resident outside India, having a business interest in India shall open an SNRR Account withan authorised dealer for the purpose of putting through bona fide transactions in rupees, not involving anyviolation of provisions of Applicable Laws. The business interest, apart from generic business interest, shallinclude 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 amendedfrom time to time;
(b) Import of goods and services in accordance with Section 5 of the Foreign Exchange Management Act1999 (42 of 1999), read with Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign ExchangeManagement (Current Account Transaction) Rules, 2000, as amended from time to time;
(c) Export of goods and services in accordance with Section 7 of the Foreign Exchange Management Act1999 (42 of 1999), read with Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign ExchangeManagement (Current Account Transactions) Rules, 2000, as amended from time to time, and further readwith 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 inaccordance with Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, as amendedfrom time to time; and
(e) Business related transactions outside International Financial Service Centre (IFSC) by IFSC units at GIFTcity like administrative expenses in INR outside IFSC, INR amount from sale of scrap, governmentincentives 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 asingle SNRR Account for a person resident outside India engaged in multiple categories of transactionsprovided 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 makingavailable foreign exchange to any person resident in India against reimbursement in rupees or in any othermanner.
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 bedone 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 beobtained in cases requiring renewal, provided the restriction of seven years shall not be applicable to SNRRaccounts opened for the purposes stated at sub. paragraphs i to v of paragraph 1 of Schedule 4 of Regulation5(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 andregulations 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, shallbe 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 directionsissued 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 Pakistanand/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 beconstrued as a competition/contest/game/sport/event (online or offline) whose outcome is based merely orpreponderantly or predominantly on chance.
(c) The Merchant services are at all times in compliance with all Applicable Laws including pertaining torestriction 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 andvalid licenses and registrations to provide the Merchant Services in Nagaland and Sikkim.
(e) No Merchant services including facilitation, hosting or providing a platform for anycompetition/contest/game/sport/event (online or offline) for monies are rendered by it to (i) any customers inthe 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 theterm of these Terms.
9.3. You hereby agree and undertake to provide at the time of commencing use of the Services a writtenconfirmation, in a form and manner set out below, certifying that the representations and warranties set out inclause 9.1 above are true and correct. You agree that we may require you to provide a fresh confirmation ondemand 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 holdRazorpay, its affiliates, and each of their directors, managers, officers, employees and agents harmless fromand against all losses (including any losses that are special, incidental, indirect, consequential, exemplary orpunitive 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 becominguntrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining togaming, 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 butnot limited to, gaming laws, rules, regulations, among others.
Sir/Madam,
M/s._________<please add merchant's name> (‘Merchant', “We”) represent and warrant to RazorpaySoftware Private Limited and its affiliates (‘Razorpay')that:
1.) We shall comply with all applicable Know Your Customer (KYC) norms and/or rules and/or regulationsand Anti-Money Laundering (AML) standards under the Prevention of Money Laundering Act, 2002. In thisregard, any notice received or subsisting from any governmental authorities shall immediately be forwardedto Razorpay.
2.) No services provided by us and/or to any of our customers (“Merchant Services”) are of a nature that maybe construed as a competition/contest/game/sport/event (online or offline) whose outcome is based merely orpreponderantly 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 withRazorpay.
4.) The provision of the Merchant Services to our customers in certain specific states of India are inaccordance 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 anycompetition/contest/game/sport/event (online or offline) for monies are rendered by us to (i) any customers inthose 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 orother proceedings as a result of or on account of any of the representations or warranties of the Merchant asset 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 andRazorpay.
Yours sincerely,
For (Merchant's name)
Name of the Authorised Signatory
Designation of the Authorised Signatory
Part IB: SPECIFIC TERMS AND CONDITIONS FOR ONLINEPAYMENT AGGREGATION (CROSS BORDER) SERVICES
If You are a Merchant incorporated or operating from outside India and intend to receive payments fromCustomers 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 OnlinePayment Aggregation (Cross Border) Services, Razorpay shall facilitate collection of online payments forproducts/services sold by You. You agree that where any settlement amount is less than Rupee 1, Razorpayshall 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 ofapplicable fees, charges, taxes, and other permissible deductions (“Permissible Deductions”), into Yourdesignated 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-relateddocuments including but not limited to digital invoices, transport documents, and any other information ordocumentation as may be requested by Razorpay at its sole discretion, or as may be required under applicablelaws or by Facility Providers (“Supporting Documents”) for every instance of fund repatriation. Delay insubmission or discrepancies in the Supporting Documents may result in Razorpay rejecting the Transactionand refunding the Transaction Amount to the Customer. You agree that Razorpay may rely on the SupportingDocuments provided by You without independent verification and may share such documents or relatedinformation with Facility Providers, Governmental Authorities, or law enforcement agencies as requiredunder 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 theTransaction Amounts collected in the Import Collection Account (net of applicable fees) to Your designatedaccount. You acknowledge and agree that the final remittance is dependent on processes beyond Razorpay’scontrol, and Razorpay shall not be liable for any delay or loss arising due to any such delay in final settlementof funds.
1.5. Prior to such settlement of funds, Razorpay shall, if required, deduct applicable withholding taxes inaccordance with prevailing Indian income tax laws. You shall provide such supporting documentation asrequired under applicable law. Razorpay shall issue quarterly Tax Withholding Certificates (i.e. TransactionBased 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 validdocumentation, including but not limited to a No Permanent Establishment (No-PE) declaration and othercertificates 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 toRazorpay’s reliance on Your documentation, You agree to fully indemnify and hold Razorpay harmless fromany such liabilities, including associated costs, expenses, and legal fees. You also agree to cooperate withRazorpay 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 creditedwith the relevant amount in accordance with these Terms. Razorpay shall not be liable for any delays insettlement 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 theprevailing 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 shallhave the unconditional right to recover the Transaction Amount if the corresponding funds are not received inthe 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 allapplicable 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 tobe paid under these Terms, Razorpay reserves the right to recover such excess or erroneous amounts fromYou 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 Youfall 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, includingobtaining GST registration in India where applicable. In the event GST registration becomes mandatory, Youshall 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 willnotify 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-3Dsecure services or not. Subject to availability of funds, we shall, upon receipt of a chargeback request, deductthe chargeback amount from the transaction amounts which may be used, based on the decision of theFacility 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 achargeback claim. You shall be entitled to furnish us with documents and information ("ChargebackDocuments") 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 tosuch transaction. You shall furnish the Chargeback Documents within five (5) calendar days (or such otherperiod 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 isnot satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled todirect us to effect a reversal of the debit of the chargeback amount such that the said amount is credited to theCustomer’s payment instrument.
2.3. If the chargeback is successful, You agree and acknowledge that we are entitled to recover suchchargeback 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 orother funds are insufficient for deduction, we may issue a debit note seeking reimbursement of thechargeback amount. You shall reimburse the chargeback amount within seven (7) days of receipt of the debitnote.
2.4. On the issuance of notice of termination of these Terms, we reserve the right to withhold, from eachsettlement 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 ofthese 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 completionof the Withholding Term. The "Stipulated Percentage" refers to the proportion of the chargeback amounts outof 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 settlechargebacks received during the Withholding Term, we are entitled to issue a debit note for the shortfall. Youagree 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 areentitled 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 arefund 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 transactionwas processed.
3.4. You agree that our fees shall always be applicable and payable by You on each transaction irrespective ofwhether You have refunded the same to the Customer either through normal refund channels or via our instantrefund 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 hasreported an unauthorised debit of their payment instrument ("Fraudulent Transaction"), then in addition to ourrights under Clause 6.10 of the Agreement and to the extent permitted under applicable law, we shall beentitled to suspend settlements to You during the pendency of inquiries, investigations, and resolution thereofby the Facility Providers.
4.2. If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to theseTerms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall beresolved 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 othernotifications, 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 inaccordance with Clause 2 above.
4.4. You acknowledge that we shall not be responsible for any liability arising in respect of chargebackswhether for international or domestic transactions. You further agree that You shall be liable in the event ofbreach of fraud amount thresholds as provided under the NPCI guideline titled "Fraud liability guidelines onUPI transactions" (NPCI/2022-23/RMD/001). You understand and agree that the decision of the NPCI or theconcerned 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 Termsand Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, theyshall 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 andConditions.
5.3. Clauses 2 and 4 of Part I: Specific Terms for Online Payment Aggregation (Cross Border) Services ofPart B shall survive the termination of the Terms.
6. COMPLIANCE WITH PAYMENT AGGREGATORGUIDELINES AND PA – CB
You represent and warrant that:
6.1. You shall, during the Term, implement, observe, and comply with applicable requirements prescribedunder Applicable Law including but not limited to the provisions of the Payment Aggregator Guidelines andPA-CB. You shall further ensure that your operations are in compliance with the Payment AggregatorGuidelines 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 andrefund policy for your products/ services to your Customers, including the timelines for processing suchreturns, refunds, or cancellations; and (ii) the general terms and conditions of use by your Customers. Youshall 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 PaymentInstrument and shall notify us in writing without any delay if you suspect or become aware of a possiblesecurity breach related to any Customer data;
6.4. You shall not store any data pertaining to the Payment Instrument / Customer Payment Instrumentcredentials. On demand, you shall provide a written confirmation, in a form and manner acceptable to us andour Facility Providers, certifying compliance to this aspect.
6.5. You shall set up a comprehensive customer grievance redressal mechanism which provides the procedurefor addressing complaints received from your Customers and shall include the details of the persondesignated by you for handling such customer complaints. This mechanism shall provide the facility toCustomers to register their complaints over phone, email, or any other electronic means. You shall respond tosuch 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 paymentprocessing services for compliance with the PCI DSS, as may be amended from time to time, and thePayment Application-Data Security Standard (“PA-DSS”), if applicable. You shall also submit an annualreport 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 anyreason, 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 ourrequest, 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 operationsto check compliance with this Clause 6, and in such cases, you shall extend full cooperation to us and ourrepresentatives to enable the audit.
6.9. You agree to adopt and enforce any information security requirement that we may deem advisable tofacilitate reasonable security processes and procedures.
6.10. You shall ensure that the value of each underlying import Transaction, the sum of which is credited inthe Import Collection Account, does not exceed INR 25,00,000/- (Rupees Twenty-Five Lakhs Only) perTransaction or any revised amount as prescribed by RBI from time to time. If any Transaction exceeds theselimits, 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 promptlyprovide us with the required information and Customer KYC documents as we may request. Failure to do soentitles 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 yourCustomers to share their KYC with us, our Facility Providers, Governmental Authorities, law enforcementagencies, or third parties for the purpose of this Agreement. You shall ensure compliance with applicable dataprotection laws, including the Digital Personal Data Protection Act, 2023. Breach of this clause shall bedeemed a material breach of the Agreement. You agree to indemnify and keep us harmless from any claimsmade against us in this regard.
7. AUDIT
7.1. You agree that the AD - 1 Bank maintaining the Import Collection Account will perform quarterlyconcurrent audits of such Account. For audit purposes, the AD – 1 Bank shall have the right to requestdocuments, information, agreements, or visit any of our premises. If the audit requires any document orinformation from you, you shall provide full cooperation and share such documents with us, the Bank, ortheir auditor upon at least three (3) working days’ notice.
8. SPECIFIC TERMS FOR PAYMENT AGGREGATORS/E-COMMERCE MARKETPLACES ONBOARDED ASMERCHANTS
These terms shall apply only if you are accepting payments on behalf of your sellers/clients/customers (“Sub-Merchants”).
8.1. You agree and undertake that You have and shall at all times maintain the requisite licenses, permissionsand/or permits to operate as a payment aggregator/e-commerce marketplace in the jurisdiction wherein Youare situated and operates its payment aggregation business/e-commerce marketplace
8.2. You will be onboarded as a master merchant with us to accept payments on behalf of your Sub-Merchants.
8.3. You represent that your Sub-Merchants have authorized you to collect payments on their behalf. Uponour 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 theProhibited 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 fromany related claims or liabilities.
8.5. If You operate as an e-commerce operator facilitating the sale of goods or provision of services by aresident e-commerce seller, it shall evaluate and ensure compliance with the requirements of Tax Deducted atSource (TDS) under Section 194O of the Income Tax Act, 1961 (“IT Act”). You shall be responsible forwithholding tax under Section 194O, depositing the same within the prescribed timelines, and fulfilling allother compliance obligations as mandated under the IT Act. Razorpay shall not be obligated to deduct TDSunder Section 194O. However, if You identify any non-compliance with these obligations, it shall promptlynotify Razorpay in writing.
9. ADDITIONAL TERMS FOR TRANSACTIONS UNDERLIBERALISED REMITTANCE SCHEMES
If You use the Services for Transactions that fall under the Liberalised Remittance Scheme issued by theReserve 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 ForeignExchange 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 toRazorpay.
9.3. You must perform appropriate due diligence on your Customers to ensure all Transactions comply withapplicable 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 anymisrepresentation, omission, false declaration, or non-compliance by you or your Customers with the LRSGuidelines, 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 beconstrued as a competition/contest/game/sport/event (online or offline) whose outcome is based merely orpreponderantly or predominantly on chance.
10.1.3. The Merchant services are at all times in compliance with all Applicable Laws including pertaining torestriction 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 soprovided) are in accordance with the Applicable Laws of these states and You have obtained and hold allnecessary 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 anycompetition/contest/game/sport/event (online or offline) for monies are rendered by it to (i) any customers inthe 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 theterm of these Terms
10.3. You hereby agree and undertake to provide at the time of commencing use of the Services a writtenconfirmation, in a form and manner set out below, certifying that the representations and warranties set out inclause 11.1 above are true and correct. You agree that we may require you to provide a fresh confirmation ondemand 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 holdRazorpay, its affiliates, and each of their directors, managers, officers, employees and agents harmless fromand against all losses (including any losses that are special, incidental, indirect, consequential, exemplary orpunitive 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 becominguntrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining togaming, 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 perApplicable Law.
1.2. “Collection Information” shall mean information or data provided by You in a secured format specifyingthe amount to be collected and other details to identify the Bank Account and the date on which the amountshall be collected.
1.3. “Destination Bank” means a bank registered with NPCI as per the Procedural Guidelines and whichauthenticates details of Your customer's Bank Account held with the Destination Bank and approves the E-Mandate Registration Request in accordance with the Procedural Guidelines.
1.4. “E-Mandate Payments” shall mean automated deductions of pre-determined payments specified from theBank Account (pursuant to electronic mandates issued Your customers) in accordance with the ProceduralGuidelines.
1.5. “E-Mandate Registration” means the approved and authenticated E-Mandate Registration Request basedon which E-Mandate Payments can be effected.
1.6. “E-Mandate Registration Request” means the request (in electronic or physical form) made by Yourcustomer 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 theTransaction Amount and effecting settlements to You.
1.8. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account underPayment Aggregator Guidelines.
1.9. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertakesettlements.
1.10. “Procedural Guidelines” means the guidelines governing inter alia the processes to be followed andimplemented 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 Paymentsby inter alia receiving API calls from Razorpay for initiating E-Mandate Payments, communicating thenecessary E-Mandate Registration information to NPCI, authentication by the Destination Bank anddeduction 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 Termsfor E-Mandate Services of Part B (“Mandate Terms”), such that Razorpay can share the KYC Documents (orthe information therein) to the Sponsor Bank for the Sponsor Bank's decision on issuing a registration to Youto avail of services for e-mandate payments.
3. You acknowledge that the onboarding and registration process is a prerequisite under the ProceduralGuidelines in order for You to avail of Services for e-mandate payments and the customers to be able to startsubmitting E-Mandate Registration Requests. Razorpay shall not be liable to provide any Services underthese 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 customerson Your website by making available the prescribed E-mandate Registration Request form issued by NPCIand also put in place the necessary API protocols to transmit customer information to the Sponsor Banks inorder to facilitate the process of customer verification and authentication of customer and bank accountdetails 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 theSponsor Bank and shall not be responsible for failure or refusal of the E-Mandate Registration request by theDestination Bank or NPCI.
6. In the event any query or clarification is sought by NPCI, RBI or any governmental authority or FacilityProvider in respect of any e-mandate payment transaction, You shall (forthwith upon communication of thequery or clarification by Razorpay to You) provide the relevant transaction and/or customer details, asrequired 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 perthe E-Mandate Registration) initiate E-Mandate Payment requests with the Sponsor Bank and based on andpursuant 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 notcancelled by the Customer, Destination Bank or the Sponsor Bank. Razorpay shall not be liable for the failureof a payment on account of the decline of the approval by Destination Bank or NPCI or on account ofcancellation 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 withholdingrights under these Terms, settle the funds into Your designated account within the applicable settlementperiod.
10. If Razorpay settles the funds, at an earlier time than agreed above, Razorpay shall have an absolute rightto recover such funds forthwith if the same is not received in the Escrow Account within three (3) workingdays 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 atransaction to effect an E-Mandate Payment is done fraudulently or if the Sponsor Bank, NPCI or DestinationBank suspecting so, communicate the same to Razorpay, then Razorpay shall be entitled to withholdsettlements to You.
12. Pursuant to clause 11 above, You shall, to the extent available, provide information about suchtransactions to Razorpay, Sponsor Bank, NPCI or Destination Bank forthwith upon receiving a request fromRazorpay, Sponsor Bank, NPCI or Destination Bank respectively.
13. Razorpay shall be entitled to terminate these Services if the Sponsor Bank or NPCI directs cancellation ofYour 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 mattersrelating to fraudulent or suspicious transactions.
14. Razorpay shall be entitled to recover from You (by deducting amounts from Your funds held by Razorpayin 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 Yourcustomers; and (b) representing penalties, fines or other charges (whatsoever name referred to) levied by theSponsor Bank, NPCI or any governmental authority (in their sole discretion) on Razorpay on account offraudulent transactions on Your website.
15. You agree that payments effected, or funds debited from Your customer's Bank Account on the followinggrounds shall not be the responsibility of Razorpay and no liability shall arise for Razorpay in respect of suchclaims 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 ofsecurity/ encryption of Your customer's PI through Your platform or any other third party platform other thanthat of Razorpay.
(c) Your customer claiming refund of the amounts deducted from his/her Bank Account on any groundwhatsoever, including Your customer's dissatisfaction with Your sale of the goods and/or services to theCustomer.
16. Razorpay will not be liable collect the amounts from Your customers and credit the same to You in thefollowing circumstances:
(a) If any of Your customers does not have sufficient funds in the Bank Account for debiting the amountmentioned in the Collection Information.
(b) Razorpay is prohibited from debiting the amounts from Your customers' account by any governmentalauthority or Facility Provider.
(c) If Your customer's account is closed or operations from such account are barred by governmentalauthorities 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 theTerms, 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 andConditions.
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 Yourcustomers to continue using the saved cards feature in compliance with RBI's guidelines on tokenisation setout in the Circular CO.DPSS.POLC.No.s-516/02-14-003/2021-22 read with DPSS.CO.PDNo.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 theCircular.
2. Where Razorpay is acting as a technical service provider and You are the token requestor, Youacknowledge 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 thatRazorpay'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 detailsmust 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, radiobutton, etc.
(b) inform the customers of the purpose of obtaining such consent and that the card will not be tokenized (andsaved) if the customer does not provide explicit consent, and shall do all things as required to tokenize (andsave) the card details pursuant to Applicable Laws.
(c) share such customer consent with Razorpay in order for Razorpay to trigger the additional factorauthentication (AFA) with the issuing bank which is required to register the tokenisation request. Youacknowledge and agree that if such customer consent is not shared during the payment flow then Razorpayshall 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 Termsfor TokenHQ Services.
6. You shall keep a log of all instances of obtaining customer consent under Applicable Laws and of Yourcompliance with Part III: Specific Terms for TokenHQ Services and provide the same to Razorpay on a realtime basis or as requested from time to time. In addition to any right hereunder, Razorpay and FacilityProviders 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 theTerms, 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 customerswith automated recurring transactions. With this product You can (i) create multiple subscription plans forcustomers, (ii) automatically charge customers based on a billing cycle that You control, and (iii) get instantalerts 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 orother methods as notified from time to time (together “Card”) of customers, and (ii) does not apply to once-only / one-time payments.
3. You acknowledge and agree that:
a) The customer desirous of opting for e-mandate facility on Card is required to undertake a one-timeregistration 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 AFAvalidation.
b) Where the first transaction is being performed along with the registration of e- mandate, then AFAvalidation may be combined. Subsequent recurring transactions shall be performed only for those Card whichhave been successfully registered and for which the first transaction was successfully authenticated andauthorised.
c) On successful registration and approval of the e-mandate request, Razorpay shall on a periodic basis (asper the e-mandate) initiate subsequent recurring payments unless such e-mandate is modified or de-registeredby 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 detailswill need to be saved/secured/tokenized in accordance with Applicable Laws. Accordingly, for customcheckout and server-to-server integration You shall:
a) solely be responsible for obtaining informed consent from customers for the purpose of processing of e-mandates, including saving/securing/tokenizing the customer's Card details, in accordance with ApplicableLaws. 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 isrequired to both save the Card and process the e-mandate registration. You acknowledge and agree that ifsuch customer consent is not shared during the payment flow, then Razorpay will not tokenize the card orprocess the e-mandate/ recurring transaction.
5. You agree that payments effected, or funds debited from a customer's bank account on the followinggrounds shall not be the responsibility of Razorpay and no liability shall arise for Razorpay in respect of suchcustomer 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 ofsecurity/ encryption of the customer's personal data through Your platform or any other third-party platformother 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 Youare the token requestor for the purposes of saving/ securing/ tokenizing the Card and You shall accordingly beliable 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 orits 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: SpecificTerms for Subscription Services.
8. You shall maintain records of its activities under these terms, including where applicable keeping log of allinstances of obtaining customer consent, and shall provide the same to Razorpay on a real time basis or asrequested 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 ofthe 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 theTerms.
PART V: RAZORPAY PARTNER PROGRAM
The Razorpay partner program is a referral program through which You can refer the Razorpay services toYour clients or customers and get rewarded. You may become a partner by agreeing to the detailed
PartnerTerms 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 registeredwith Razorpay which enables the customer to seamlessly save and use their information for placing orderswith 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 theinformation assets being protected, and has implemented relevant technical, operational, managerial andphysical security control measures to protect the information in its possession from loss, misuse andunauthorized access, disclosure, alteration and destruction.
1.2. In the process of providing Magic Checkout Services, You acknowledge and agree that Razorpay maycollect, store and use certain information, including personal data, from Your customers. Razorpay iscommitted to protect such information and to take all reasonable precautions for maintaining confidentialitythereof. Additionally, for the purposes of providing Magic Checkout Services, You hereby understand andagree that Razorpay shall have the right to collect, store and use of customers' personal data, including but notlimited to name, email address, phone number and address, as provided by the customers and/or You toRazorpay 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 regardingthe 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 ofthe Customers with Razorpay.
1.5. Your usage/access of the Magic Checkout Services shall constitute Your acceptance to the Terms and the
Privacy Policy
. You acknowledge and confirm that You shall obtain a valid consent under the Applicable Lawto share the personal data of the customers with Razorpay. In the event You withdraw Yourconsent/acceptance to these terms (including withdrawing consent for using of personal data by Razorpayand/or defaults in its representation and warranties), Razorpay may in its sole discretion discontinue Youraccess, in part or full, to the Services (including but not limited to discontinuing the access to MagicCheckout Services), associated features and/or present and future benefits. You also acknowledge that Youshall immediately inform Razorpay in the event that any customer withdraws their consent/acceptance tosharing 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 thelike 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 beentitled to claim reimbursement for, the return shipping fees incurred by You on such orders which have beenreturned 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 byRazorpay which analyses, identifies orders placed by customers that may potentially result into ‘return toorigin') 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/identifysuch ‘return to origin' order. It is however clarified that any return shipping fees incurred by You onexchange/product return/product refusal after delivery, by customers shall not be covered under RTOProtection.
(c) The orders for which RTO Protection is claimed are not pre-paid orders.
2.2. You agree that Razorpay shall be liable to provide reimbursement to You under RTO Protection onlyupon 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 RTOProtection, which shall be discharged by Razorpay within a period of 30 (thirty) days from the date of theinvoice, provided all the conditions specified under Clauses 2.1 and 2.2 above are fulfilled to the satisfactionof Razorpay.
3. In the event of any conflict between the Part VI: Magic Checkout and the rest of the Terms, then the formershall 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 theTerms.
PART VII: SPECIFIC TERMS FOR OFFLINE AGGREGATIONSERVICES AND DEVICES
1. SERVICES
1.1 Merchant shall avail the Services and Devices subject to the terms incorporated herein. Razorpay POSwill provide offline payment collection and aggregation Services (for the offline transactions conducted viaDevices) and the Devices to the Merchant for its legitimate, bonafide and legal business activities only. Incases where Razorpay POS is not performing any payment collection and aggregation services and has onlyprovided the Devices, then Razorpay POS shall not be liable for settlement of the funds. Razorpay POS shallsettle the regular card / UPI Transaction Amount (net of Permissible Deductions) into Your account as per theagreed timelines or within two (2) Bank working days, whichever is higher, holding the Escrow accountfollowing the date of the Transaction. Furthermore, for any additional value added services (VAS) subscribedby 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 anabsolute 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 fromvarious modes of payment opted by the Merchant.
(b) Acceptance of American Express cards - Upon request of the Merchant, Razorpay POS has the ability tosupport American Express Cards on the Devices opted for by Merchant. Activation of American Express willbe subject to Razorpay POS approval and will comply with American Express policy.
(c) Mobile Application: In support of the above services, Razorpay POS will supply the Merchant with amobile application (which is an interface required to access the Razorpay POS software solutions through theDevice) 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 theMerchant and provide a portal to the Merchant showing such records and allow the Merchant to downloadsuch records from time to time.
(e) Affordability Services:
At the request of the Merchant Razorpay to enable affordability payment options on the POS terminalswhich will facilitate the Merchant to provide an option to its customers to pay via EMI (CC, DC, BrandEMI , NBFC)/ BNPL / Cashback Offers / IBD (Instant Discount) payment option.
The Merchant understands that Razorpay is merely a facilitator for the enablement of variousaffordability payment option and is not responsible for any decline in these transactions or non-approval of customer loan request by the respective NBFC / Banks / lending service provider or brandEMI 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 partnerto Razorpay are pre-fed in the POS terminal and are subject to change from time to time at thediscretion of the brand.
TheParties shall be responsible for compliance and payment of all taxes, duties, levies, surcharge, cessor any other charges that may be applicable to the respective Party under the Applicable Law, inrelation to the Services.
The Merchant understands that unless the Merchant has opted for payment aggregation services fromRazorpay, settlement of affordability transaction amount shall not be undertaken by Razorpay. TheMerchant understands that Razorpay may still manage settlements in certain scenarios, undercontractual relation with third parties who may be providing services/offerings to the Merchant, wherethey 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 affordabilitytransaction 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 therespective bank / NBFC / lending partner / brand partner
Merchant agrees and acknowledges that all risks, responsibilities, disputes associated with the sale anddelivery of the products and/or services which are provided by the Merchant to its customers shallsolely vest with the Merchant and that Razorpay shall not have any responsibility thereof, in anymanner whatsoever. All disputes regarding the quality, merchantability, non-delivery, and delay indelivery of the products and/or services offered for sale by the Merchant shall be resolved directlybetween 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 resolvingchargeback dispute from the respective banks / NBFC / lending partner and submit properdocumentation / proof in support of chargeback dispute. In case any chargeback dispute is ruled againstthe Merchant then the Merchant shall pay back the transaction amount to Razorpay which will beeventually credited to the end customer via issuing bank / NBFC / lending service provider. Nothing inthis clause shall prejudice Razorpay’ right to deduct / withhold the chargeback amount from thesettlement 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 terminalsdeployed at Merchant location vis-à-vis settlement of transaction amount made by Merchant’ partnerbank.
Merchant agrees that preparation of reconciliation report is dependent on settlement data shared byMerchant’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 reconciliationreport 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 Merchantsto sell any product to its customers on Zero Cost EMI without any interest charge to customer. Brandsapplicable under Razorpay EMI Plus Club Wallet Program will be communicated to the Merchant inadvance and may vary from time to time.
In order to avail this service, the Merchant is required to collect 1% of the transaction amount asprocessing fees on all Razorpay EMI Plus Club Wallet transactions from the customer on behalf ofRazorpay. Razorpay will deduct / collect this processing fee from the Merchant at the time ofsettlement (of the transaction settlement amount) to the Merchant.
Monthly default Wallet limit shall be INR. 2,00,000 per POS terminal / Device. Maximum POSterminal / Device limit for availing these services shall be 4 POS terminal / Devices per merchant. TheWallet 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 onthe Razorpay POS terminal. (Example: When a Merchant completes a Brand EMI Transaction on theRazorpay 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) definedunder Razorpay EMI Plus Club Wallet program.
Overall, wallet size for Razorpay EMI Plus Club Wallet across all merchants signed up for thisprogramme for any given month shall be INR 5 crores. Hence, if the INR 5 crore limit has beenreached 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 usingRazorpay EMI Plus Club Wallet. In case the Merchant fails to produce the said invoice/s, thenRazorpay 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 byRazorpay. Razorpay may at its sole discretion make changes to the terms and conditions of RazorpayEMI 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 collectpayments from the customers via SMS pay links.
As per the Services, an SMS pay link will be sent to the customer mobile number. Subsequently, theCustomer 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 mobilenumbers 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 theMerchant and its customer will have an option to share and / or maintain the invoice copy relating to thetransaction in a digital form. The Merchant has agreed to avail such Digital Invoicing Services on such Termsand 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 listbelow (Digital Invoicing Service Features). If the Merchant requires any additional / premium featuresof Digital Invoicing Services, the same may be provided by Razorpay, at such additional cost and otherterms, as may be agreed between the Parties.
The Merchant understands that Razorpay will be providing this Digital Invoicing Services inassociation 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 modifyfeatures 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 tomake 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 andmake such details available to its affiliates, vendors, service providers/facility providers and other thirdparties, 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 / itAffiliates or third parties. If the Merchant requests not to receive such communication/marketingmaterial any further, such dissent shall only be applicable prospectively.
In case where the Merchant opts for Digital Invoicing Services, Razorpay hereby grants to theMerchant a non-exclusive, non-transferable, revocable right to use the Digital Invoicing Servicesduring 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 withany third-party contractor / affiliates provide Digital Invoicing Services. In any case, the Merchantunderstands that Razorpay or such third-party contractor / affiliates reserves the right / ownership ofDigital Invoicing Services and the platform including but not limited to any intellectual property rightsassociated with the same.
Razorpay will charge a separate fee for providing Digital Invoicing Services which may be collectedalong with Device rentals. Furthermore, the Merchant also agrees to pay SMS charges on per SMSbasis for transmitting digital invoices. The same shall be recovered as per the provisions incorporatedunder the Agreement.
For availment of Digital Invoicing Services and to receive access to the platform, the Merchant shallprovide such information as may be requested by Razorpay from time to time. The Merchant herebyundertakes:
To provide true, accurate, and complete information about the Merchant as may be required during theaccount 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 invoicingServices and if any information turns out to be inaccurate or outdated, then some or all of the servicesmay not operate correctly.
The Merchant hereby undertakes liability for any losses, claims, default in the Digital invoicingServices due to incorrect information provided by the Merchant and thereby agrees to indemnifyRazorpay for such losses.
The Merchant shall be responsible to undertake explicit consent from the customers to use and shareant data being collected to provide such services, with Razorpay and its Affiliates, the customer’smobile number for the purpose of facilitating digital invoicing. The consent to be taken by theMerchant from customers must include consent for sharing customers mobile number already existingin Razorpay database with Razorpay’s Affiliates and vice-versa.
If the Merchant provides any information for the purposes of undertaking or indulging fraudulent orcriminal activities and Razorpay has reasonable grounds to suspect that such information has beenprovided, in all such instances Razorpay reserves the right to suspend or terminate Digital InvoicingServices and Merchant’s access to the platform.
The Merchant grants Razorpay / its affiliates / or third-party contractor involved in the provision of theDigital Invoicing Services, with a limited, non-transferable right to display the Merchant’s companyname, brand name, trademarks or registered trademarks on its websites, applications and other mediaand online resources for representational / promotional purposes.
The Merchant shall be solely responsible for ensuring the safety of access to its account on the platformfor 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/orusing the Digital Invoicing Services.
DIGITAL INVOICING SERVICE FEATURES
Particulars
S.No.
Feature
Remark
Quantity
Digital BillingFeatures
1
Digital Invoicing - BillMe DigiPrinter (Windows OS)
2
Customer data collection (BillMeDigi Printer)
UI type 3
3
Digital bill complaint Management
100Complaints
4
Banner in bill (Single image,Carousel or GIF)
Coupons can be sent onthe images
Single ImageOnly
5
Ad below bill (Single image,Carousel, GIF, YouTube video orMP4 video)
Coupons can be sent onthe images
Single ImageOnly
6
Social media buttons of yourbrands
7
Star rating feedback
8
User Access (unlimited users)
CRM
1
SMS campaign builder withscheduler
5 Templates Pre-Registered under BillMe /Razorpay Name
100
Report Exports
1
Daily Sales Report
User Bills
1
(j) Devices: For enabling the Services, Razorpay will provide Devices to the Merchant on agreed pricingterms. For provision of these Services, the Merchant shall provide necessary KYC details and otherinformation as may be required by Razorpay in relation to Merchant stores and locations, where the Devicesare 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 inthe event the Merchant deactivates or returns a particular Device or set of Devices, before the expiry of theLock-in period, Merchant shall make a one-time payment to Razorpay POS of an amount equivalent to theremaining rental or fees (as applicable) for the unexpired duration of the Lock-in Period for such Devices. Ontermination of Services for whatever reasons, the Merchant shall return all the Devices immediately toRazorpay POS (if taken on rental basis).
1.4 Razorpay POS will provide Devices and mobile application that are necessary for the provision of theRazorpay POS Services. Merchant shall acknowledge the receipt of such Device in a form and manneracceptable 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 atMerchant’s premises. Merchant shall ensure that the necessary infrastructure (like mobile phone(s) ortablet(s) and internet) required to install the Device is available at the Merchant’s designated location. To thefullest extent permitted by law, Razorpay is not responsible for any delays, delivery failures, or any other lossor 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 notcontracted by us, and You acknowledge that the service may be subject to limitations, delays and otherproblems 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 suchrelated accessories and software as Razorpay POS may deem fit and appropriate. Merchant states and agreesthat the Device shall be used exclusively at the Merchant’s designated establishment/ location for thepurchase of goods or services for which the Merchant has been signed up and for no other purposewhatsoever. Razorpay POS shall not be used in extreme or hazardous environments like (exposure to highheat, 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 goodcondition. Merchant agrees and acknowledges to safe keep and control the use of the Device such that anytransaction using the Device shall be deemed to be authorized and sanctioned by Merchant. Merchant shallnot use the Device for any fraudulent transactions, business malpractices and illegal activities. Merchant shallnot and shall ensure that the personnel of Merchant using the Device shall not, use the Device in such amanner 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 tobetween Merchant and Razorpay POS to any other Party without the permission, in writing, of RazorpayPOS.
1.9 Razorpay POS shall be entitled to charge Merchant for the costs and charges of the Device (includingaccessories) and/or the costs of repairing the Device/s in the event the Device(s) is/are damaged or lost as aresult of improper handling by Merchant unless the Device is bought (and not leased/ rented) by Merchantfrom Razorpay POS.
1.10 In case the Device is provided by Razorpay POS to Merchant on rental basis, then the Device shall bethe exclusive property of Razorpay POS, and Merchant shall forthwith (not less than 3 days) surrender theDevice to Razorpay POS in the event of termination of this arrangement for any reason whatsoever. Duringthe tenure of this arrangement and thereafter Merchant shall not claim any right, title, interest or lien over theDevice.
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 Deviceor any encumbrance on the Device to be created (ii) remove, conceal or alter any markings, tags or platesattached 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 thesoftware or the Razorpay POS; (c) copy or modify the software or Razorpay POS or any documentation, orcreate any derivative work from it (iv)Cause or allow Razorpay POS’ right to access, repossession ordisposition of the Device pursuant to this Agreement or otherwise to be encumbered in any way jeopardizedby any act of/by Merchant or its servants or agents or by any other factor within its control (iv) Permit anythird party to perform the maintenance services on the Device or effect modifications, enhancement orsoftware/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 / ordefault 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 ofMerchant, 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 tocarry out physical inspections of the Device or telecom equipment (or possession of any of these, in case oftermination of this arrangement) during business hours, with or without prior notice (in cases where Devicesare taken on rental basis).
1.14 You agree that Razorpay, may obtain information related to accounts and transaction along with personalinformation 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 businesspurpose during the term and after termination of the present engagement. All usage of such data, its retentionand 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 inIndian 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 legibleformat as and when required by Razorpay, (c) while presenting any transaction information, certify toRazorpay that (i) that the sale of such goods and /or services are not unlawful, (ii) the transaction informationpertaining to each sale has been supplied only once (iii) Merchant has supplied goods and /or services towhich the transaction information relates and to the value stated therein, and (iv) all statements of factscontained 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 mentionedherein 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 ofits applicable Terms and Conditions; (b) Upon termination or expiry of this Terms and Conditions; (c) UponYOUR 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 harmto a Device, the Merchant shall be liable to pay the full Price of the Device, in addition to the applicabletaxes.
(ii) Damaged Repairable Devices (including accessories): The Merchant shall be liable to pay repair chargesincluding 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 benotified of the Chargeback. You agree that liability for Chargeback rests with You. Subject to availability offunds, Razorpay upon receipt of a Chargeback Request shall forthwith deduct Chargeback Amount from theTransaction Amounts which may be used, based on the decision of the Facility Provider, either to a) processChargeback in favour of the customer or b) credit to You. For the avoidance of doubt, Razorpay shall beentitled to deduct the Chargeback Amount upon receiving a Chargeback claim. You shall be entitled tofurnish to Razorpay documents and information pertaining to the Transaction associated with the ChargebackRequest in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery ofgoods/services sought by the customer pursuant to the said Transaction. You shall furnish the ChargebackDocuments within three (3) calendar days (or such other period specified by the Facility Provider) ofreceiving 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 isnot satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled toorder Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargebacksuch 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 fromRazorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amountfrom You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any of Yourother funds held by Razorpay in the course of providing the Services. Provided however, if the availableTransaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Razorpayis entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse theChargeback 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 eachsettlement made during the notice period, a sum computed based on a Stipulated Percentage ( definedhereinbelow ) for a period of one hundred and twenty (120) days
(“ Withholding Term ”)
from the date oftermination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. Afterprocessing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, to You forthwith uponcompletion of the Withholding Term. The
stipulated percentage
is the proportion of the ChargebackAmounts 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 isinsufficient to settle Chargebacks Amounts received during the Withholding Term, then Razorpay is entitledto issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the ChargebackAmount 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 FacilityProviders. For any loan cancellation requests, You need to respond to Razorpay within 7 working days with asuitable response. If loan is to be cancelled, then the same needs to be informed to Razorpay and ifcancellation request is to be declined then You need to provide proof of delivery and justification. For loanswhich would get cancelled on the basis of Your confirmation, the amount would be recovered from the dailysettlement.
3. Refunds
3.1 You agree and acknowledge that subject to availability of funds received in the Escrow Account, You areentitled to effect Refunds at Your sole discretion.
3.2 You further agree and acknowledge that initiation of Refunds is at Your discretion and Razorpay shallprocess 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 Transactionwas 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 inaccordance with the pricing terms agreed to by the Merchant at the time of subscribing to the Services on theWebsite. The Merchant agrees that such Fees shall be charged according to the manner, rates and frequencyspecified in the said pricing terms. All Fees will be deducted from the monies required to be settled to theMerchant. However, if the Device rentals are not deducted from the transaction settlement amount then thesame 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 suchapplicable taxes on the Fees from time to time. It is agreed that any statutory variations in applicable taxesduring 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, claimsincluding third party claims, which may result owing to suspension of some or all of services by Razorpay incase 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 CONFIRMTHAT YOU HAVE READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED OUR POLICIES, INCLUDING THEPROVISIONS OF OUR
PRIVACY 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:
GRIEVANCES PORTAL:
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:
GRIEVANCES PORTAL:
Acceptance Details
Owner Id
RJTT9xDHVgVvHR
Owner Name
SRI EVURU SUBBARAO MEMORIAL HEALTH CARE AND EDUCATIONSOCIETY
IP Address
10.26.104.162
Date OfAcceptance
2025-09-19 20:13:17 IST
Signatory Name
EVURU KESAVATHI
Contact Number
+919491641705
Email
Shri Evuru Subbarao Memorial Healthcare and Education Society
Serving healthcare, education, and elderly support
Connect
Support
contact@shrievs.org
+919491641705
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