Terms of service

This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and does not require any physical or digital signatures.

These Terms and Conditions (“Terms”) constitute a legal agreement between You and Razorpay Software Private Limited (“Razorpay” or “us”, or “we” or “our””). The Terms, constituted of Part A: General Terms and Conditions and Part B: Specific Terms and Conditions, govern Your access to and use of Razorpay services, including payments, technology, software, analytics or any other services, tools or products offered
or made available by Razorpay and/or its Affiliates, and/or their Facility Providers, (“Services”). The Services may be offered or made available to You via our website, mobile applications, software, APIs, social media, or other access channels (“Platform”). “You”, “Yours”, “Yourself” or “Merchant” refers to customers, who may be a non-registered individual or corporate body, who register for, use, or access the Platform or Services. The Services provided by Razorpay through the Platform are available and are appropriate only for use in India.

Please read these Terms carefully before accessing the Platform or using the Services. By accessing the Platform or using the Services, You agree to be bound by these Terms, including our Privacy Policy and any other policy applicable to the Services received via the Platform. If You do not agree to these Terms or do not wish to be bound by these Terms, You must immediately terminate the use of the Services. Razorpay reserves the right to amend or otherwise modify the Terms at any time by posting an updated version on the website.

The updated Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms periodically for updates/amendments. Your continued access of the Platform or use of the Services signifies Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent modifications to these Terms in any way, Your only recourse is to immediately terminate the use of the Services.
We may require You to agree to additional terms in connection with specific Services, provided either by Razorpay or its Affiliates, that You may avail from time to time. You agree to be bound by supplemental terms of any specific Service that You access or use via our Platform and/or are available by hyperlink on our Platform. We may ask You to agree to those supplemental terms by way of ‘acceptance’. Should You choose to avail any specific Service, You may be required to complete forms and provide additional data/information.
You hereby give your consent for us to store, and use the data/information You provide on the Platform during (i) the initial sign up/registration process and (ii) registration or onboarding for any specific Service in future. You hereby further give Your consent for us to pre-fill forms for the registration or onboarding process of any specific Service with such data/information provided. You acknowledge and agree that we reserve the right to verify, and re-verify where applicable, the data/information You provide in relation to any specific Service. Your right to access and use any specific Service is subject to successful completion, at our sole discretion, of registration or onboarding process for that specific Service. To the extent these Terms are inconsistent with any supplemental terms for a specific Service, then those specific terms shall prevail over these Terms. You further agree that any claims relating to any specific Services shall be brought solely against the Razorpay Affiliate providing the specific Services.
Where You intend to avail online as well as offline payment aggregation services, You understand and agree that online Services will be provided by Razorpay Software Private Limited and offline Services will be provided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate of Razorpay.
You acknowledge and agree that the provision of offline payment aggregation services by Razorpay POS will be governed by Part A: General Terms and Conditions along with Part VII: Specific Terms for Offline Aggregation Services and Devices of Part B: Specific Terms and Conditions enumerated below. For the avoidance of doubt, the reference to Razorpay under Part A: General Terms and Conditions shall include Razorpay POS as well.

1.1. We (and our licensors, as applicable) remain the sole owner of all right, title and interest in the Services, including the Platform and the website www.razorpay.com (“website”), including any intellectual property rights which subsist in the Services (whether registered or not). Razorpay grants You a personal, nonexclusive, non-transferable, limited right to access the Platform and make personal use of the website and the Services. You shall not remove, obscure, or alter any proprietary rights notices (including trademark and copyright notices), which may be affixed to or contained within the Services. We reserve all rights not granted under the Terms. We (and our licensors, as applicable) retains its rights in and to trademarks, trade names, service marks, logos, domain names, and other distinctive brand features (“marks”) owned or used by us in the course of our business. You do not have the right to use any of our marks without explicit consent from us. You shall not download, copy, create a derivative work, modify, reverse engineer, reverse assemble, transmit or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Services or marks. You further acknowledge and agree that the Services may contain information that is designated confidential by us and You shall not disclose such information without our prior written consent.

1.2. You grant a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable license to Razorpay, its Affiliates and third party service providers, to use Your data, Your customer’s data, information, content, trademarks, logos and any other materials/information You upload or make available to us or on the Platform (“Your materials”). You agree that Razorpay may use Your materials to operate and improve the Platform, provide the Services, and fulfil Razorpay’s rights and discharge its obligations under the Terms. You agree that Razorpay may use Your materials in its marketing and promotional materials without requiring any incremental consent from You. You further agree that Razorpay may conduct analytics on Your materials and that Razorpay shall retain ownership of the results or reports derived from such data which shall be in aggregated and anonymised form for its business purposes in accordance with Applicable Laws. You shall indemnify and hold harmless Razorpay, its Affiliates and its service providers on demand against all claims and losses arising out of or in connection with our use of Your Materials in accordance with this clause.

2.1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter into binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Your passwords, login and account information. You are responsible for maintaining the confidentiality of any login information and secure access credentials associated with Your Razorpay account. You will be responsible for all use of the Platform and/ or Services by You or anyone using Your password and login information (with or without our permission). You are responsible for all activities that occur under Your account/in using Your secure credentials and Razorpay shall not be liable for any such change or action performed by using Your secure credentials on the Website.

2.2. You agree to provide true, accurate, current and complete information about Yourself as and when prompted by the Platform. If You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate or incomplete), or Razorpay has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Razorpay shall have the right to immediately suspend or terminate Your account and/or refuse any and all current or future use of the Platform or Services, or any portion thereof, in connection thereto.

2.3. By using the Services and providing your contact information, you consent to receiving information about, and offers for, various products and services from Razorpay, its Affiliates or third parties. These communications may occur through various channels, including but not limited to telephone, SMS, email, WhatsApp, other messaging services, or any other physical, electronic, or digital means. You agree that Razorpay may contact you electronically or by phone to gauge your interest in specific products and services and to process your requests or applications. Additionally, you authorize Razorpay, along with its partners, service providers, vendors, and other third parties, to contact you for purposes such as (i) presenting or soliciting your interest in other products or services from third parties, or (ii) sending marketing materials, offers, or other information through the Website or via other methods including telephone, SMS, email, WhatsApp, or other messaging services or digital means. You consent to receiving these communications on the phone or mobile number you provided on the website and explicitly waive any registration or preferences listed under the Do Not Disturb (DND) or National Customer Preference Register (NCPR) in accordance with Telecom Regulatory Authority of India (TRAI) regulations.

2.4. You agree and authorize Razorpay to share your information with its partner banks, financial institutions, group companies, Affiliates, vendors, service providers, and other third parties as necessary to provide the various products and services you select or to offer additional value-added services. You also consent to receiving communications via email, telephone, and/or SMS from Razorpay or these third parties. If you request to opt out of receiving such communications or marketing materials in the future, this request will only apply prospectively and will not affect data that has already been shared by Razorpay with your prior consent.

2.5. By accessing the Platform or using our Services, You acknowledge and agree that we may display offers, promotions, and other content from our partners, Affiliates, and third parties to You or Your end users. These offers and promotions may be tailored based on the information provided, including past information on our Platform or by Your or end users use of our Services. We may leverage the data, including personal data, that You or Your end users submit to personalize and optimize these offers, ensuring that they are relevant and valuable to You, and You explicitly consent to such usage. This may include, but is not limited to, Your or Your end user preferences, interactions, and usage patterns on our Platform. We do not guarantee the accuracy, quality, or suitability of any offers presented, and such offers may be subject to additional terms and conditions. Your, or an end user’s, engagement with these offers is solely at Your discretion.

2.6. You acknowledge and agree that for undertaking any payment and/or financial transaction through the Platform, Razorpay may undertake due diligence measures and seek information required for KYC purposes, which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You acknowledge and agree that Razorpay may undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to due diligence requirements in line with the requirements and obligations under Applicable Laws. You are solely responsible for understanding and complying with all Applicable Laws, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, KYC Guidelines, etc. issued by the RBI as may be amended from time to time that may be applicable to You in connection with Your business and use of Platform or Services.

2.7. You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary documents (as determined in Razorpay's sole discretion or when required by Facility Providers or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Razorpay to conduct the due diligence in respect of You and Your business / activities. Razorpay shall have the right to share the KYC Documents (or the information therein) and other related documents with the Facility Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws. You expressly consent Razorpay to rely on the KYC Documents provided by You for providing Services. You further acknowledge and agree that Razorpay reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws, legal process or governmental request.

2.8. Razorpay shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any KYC related or other documents of Your customers or invoices, in its sole discretion and / or as per the Applicable Laws or pursuant to requests from governmental authorities, law enforcement agencies or Facility Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Razorpay to suspend the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of Razorpay.

2.9. You agree that Razorpay shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of Your products or services. Such obligations shall be Your sole responsibility. You shall indemnify Razorpay against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.

2.10. Throughout Your use of the Services, You declare that You or Your affiliates and/ or its Beneficial Owner are not a Politically Exposed Person. You shall forthwith inform us in writing if this declaration becomes untrue during any period of Your use of the Services. Capitalised terms used here but not defined shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI, as amended from time to time.

2.11. The usage of the Platform may also require You to provide consent for providing Your Personal Information (“PI”) (including but not limited to any personal data or sensitive personal data as defined under Applicable Laws) or to authorize Razorpay to derive Your data/information from any source or public registry or portal, as may be necessary to complete Your profile or Your application on the Platform, conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this Platform. You explicitly authorise Razorpay to rely on such information and You represent and warrant that such information shall be and shall remain true and accurate. Razorpay shall adhere to best industry practices including information security, data protection and privacy law while processing such applications. However, Razorpay shall not be liable to You against any liability or claims which may arise out of such transactions as any such PI is being collected, used, processed and shared with Your explicit consent.

2.12. You agree not to use the Platform and/or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local laws that might apply to You. We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Platform and/or Services.

2.13. You are prohibited from posting or transmitting to or through this Platform: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Platform.

2.14. You represent and and warrant that: (a) You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power and authority to own and operate Your business. (b) You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your obligations under these Terms. (c) The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actions including but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your company/firm/organization. (d) You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in accordance with its clauses. (e) You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of Your access to or use of the Platform or any or all Services, at Razorpay's sole discretion. You shall indemnify Razorpay from any losses arising from Your breach of this provision.

2.15. You further represent, warrant, and covenant that: (a) Your use of the Platform and Services and sale of Your products/services are solely for Your own bona fide business activities which are in compliance with the Applicable Laws and also the instructions issued from time to time by the Razorpay and its Facility Providers. (b) Your use of the Services corresponds to those activities under the categories You have expressly registered for at the time of entering into these Terms and as set out in Your onboarding form on the Razorpay dashboard or as otherwise approved in writing by Razorpay. (c) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties, including Your affiliates. (d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on with the intent to defraud, or is likely to result in Your unjust enrichment and/or unlawful gain. (e) Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services specified under these Terms.

2.16. You hold express informed consent of Your customers to share customers’ information, including personal data, with Razorpay and its affiliates (i) in connection with provision of Services to You and other users of the Platform or Services, (ii) for the purposes of sharing such information with governmental authorities as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking and fraud prevention, or (iv) pursuant to regulatory authorities' orders and/or notices including but not limited to notices under Section 94 of BNSS.

2.17. You acknowledge that the Services are of complex nature and require the intervention of the Facility Providers. You acknowledge and agree that Razorpay shall only be liable for acts or omissions which are solely and directly attributable to Razorpay.

2.18. In order to avail the Services, You shall take all necessary steps to facilitate the integration of Razorpay's solutions with Your platform. It is hereby clarified that any Server to Server (S2S) integration, if done, shall be solely for the purpose of availing the Services and intended to be used or accessed only by You.

2.19. You shall assist Razorpay in furnishing to its auditors, the Facility Providers, governmental authorities, or law enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the original copy / copies of proof of transactions, invoices or other records, including pertaining to any order placed by Your customers. You shall retain records relating to transactions for a period of 10 (ten) years from the relevant date of the order placed on Your site. Razorpay and the Facility Providers, and/or governmental agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data relating to the customer's orders at any time whatsoever and without any prior notice. You shall ensure cooperation with Razorpay, its auditors, Facility Providers, governmental authorities, or law enforcement agencies for any audit, inspection or pursuant to any other request.

2.20. You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of Razorpay or the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.

2.21. When a customer purchases goods or services from You, You may, in Your sole discretion, impose any convenience fee on the customer. Any responsibility or losses incurred by Razorpay as a result of the charge of any such convenience fee by You to Your customers shall be borne by You. You shall also indemnify Razorpay for such liability or losses.

2.22. You shall not engage, appoint, or otherwise utilize any third-party service provider in connection with the Services under this Agreement without the prior written consent of Razorpay. You further agrees that they shall utilize the Services solely (a) directly from Razorpay; (b) through a payment orchestration solution provided or expressly approved by Razorpay; or (c) via a proprietary in-house orchestration solution developed by the Merchant, subject to Razorpay’s prior written approval. You shall not engage, integrate, or route any payments through a third-party payment orchestrator not explicitly approved by Razorpay. Any breach of this clause, including use of an unapproved third-party orchestrator, shall entitle Razorpay to immediately suspend and/or terminate the Services without any liability to Razorpay.

3.1. Applicable fees for the provision of Services shall be levied by Razorpay from time to time. You agree that the fees shall be charged according to the manner, rates and frequency determined by Razorpay. Razorpay reserves the right to update the amount of the fees charged at its sole discretion. Razorpay fees allow access to the entire suite of payments products, dashboard and custom reports, and includes MDR charges, if any, for payment instruments as prescribed under applicable guidelines. For clarity, Razorpay fees include zero MDR for Rupay Debit Cards and UPI transactions.

3.2. Fees are exclusive of applicable taxes and Razorpay will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.

3.3. We will raise monthly invoices in respect of fees charged for Services provided during such month. Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be communicated by You to us via a notice no later than ten (10) days from the date of the invoice. Razorpay shall use good faith efforts to reconcile any reasonably disputed amounts.

3.4. You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, You shall report to Razorpay regarding such discrepancy within three (3) days upon the receipt of the funds. Razorpay shall not be liable for any reconciliation issue if the same is highlighted by You to Razorpay after such time.

3.5. For fees deducted upfront before provision of the specific Service, it is agreed that if You deposit applicable taxes under Section 194H of the Income Tax Act, 1961 (in respect of invoices received by You) and furnish to Razorpay Form 16-A in respect of such taxes paid, then Razorpay shall reimburse to You, on a quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices received by You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of the Income Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). You shall deposit the withheld taxes with the government treasury, file the statutorily mandated returns and furnish the requisite tax deduction certificate (Form 16-A) to Razorpay within one hundred and eighty (180) days so as to enable Razorpay to obtain full credit for the taxes deducted at source.

3.5 A. If You operate as an e-commerce operator, facilitating the sale of goods or provisions of services of a resident e-commerce participant, You shall evaluate and comply with the requirements of TDS under Section 19.40 of the Income Tax Act, 1961. You, as an e-commerce operator, will withhold tax under Section 19.40 of the Act and deposit the same within the applicable timelines, including carrying out all the necessary compliances as prescribed under the Income Tax Act, 1961. As the payment service provider, Razorpay would not be obligated to deduct tax under Section 19.40 and the same will be Your responsibility as the ecommerce operator. For the purposes of this clause

3.5A, "e-commerce operator" and "e-commerce participant" shall have the meaning assigned to them in section 19.40 of the Income Tax Act, 1961.

3.6. You shall be solely responsible for updating Your GST registration number on the Razorpay dashboard before Razorpay generates the invoice and shall also submit the GST certificate as part of KYC. Razorpay will raise a GST tax invoice and report the transactions in the GST returns based on the information provided by You. The GST returns will be filed as per the statutory timelines, to enable You to avail appropriate input tax credit. Razorpay shall not be responsible for any mistake and or misrepresentation by You in updating the GST number and other particulars as per the GST certificate. Further, any liability raised on Razorpay by the GST authorities due to incorrect information provided by You or deliberate withholding of any statutory information by You shall be recovered by Razorpay from You.

3.6A In order for Razorpay to issue a proper B2B tax invoice under the GST law and to ensure GST input credit is available to You, Razorpay shall record Your correct GSTIN. Towards this, You are advised to verify Your GSTIN and registered address captured within the account maintained with Razorpay at periodical intervals and correct the same wherever necessary. In the event, correct GSTIN is not updated in Your account maintained with Razorpay, then You shall be solely responsible in respect thereof and Razorpay shall not be liable to accommodate any request for revision of invoice and / or amendment to GST reporting.

PART I - SPECIFIC TERMS FOR ONLINE PAYMENT AGGREGATION SERVICES 

1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for Online Payment Aggregation Services, Razorpay shall facilitate collection of online payments for products/services sold by You. You agree that where any settlement amount is less than Rupee 1, Razorpay shall endeavour to, but is not obligated to You, make such settlement.

1.2. Subject to Clause 2 and 3 of Part I: Specific Terms for Online Payment Aggregation Services, Specific Terms for Online Payment Aggregation Services, Razorpay shall settle the Transaction Amount (net of Permissible Deductions) into your account as per agreed timelines in compliance with the PA/PG guidelines. The Merchant acknowledges and agrees that the foregoing is subject to credit to / receipt of funds by Razorpay in the Escrow Account from acquiring banks or gateways.

1.3. If Razorpay settles the Transaction Amount under Part A: General Terms and Conditions or Part B: Specific Terms and Conditions, at an earlier time than agreed above, Razorpay shall have an absolute right to recover the Transaction Amount forthwith if the same is not received in the Escrow Account within three (3) Escrow Bank Working Days following the date of the Transaction for any reason whatsoever.

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

1.5. You may choose to purchase Fee Credits from Razorpay in respect of the Services being rendered under Part I: Specific Terms for Online Payment Aggregation Services. It is agreed that in respect of each Transaction, Razorpay shall be entitled to deduct an amount equivalent to Razorpay fees along with applicable taxes from the Fee Credit. You agree that if sufficient funds are not available in the Fee Credits, then Razorpay shall be entitled to deduct Razorpay fees along with applicable taxes from the Transaction Amount. “Fee Credits” are the credits using which You may receive the full settlement amount without any fee deduction. For example, if You have a Fee Credit of INR 100 then all the Transactions will be settled in full and the fees for these payments will be deducted from the Fee Credit of INR 100.

1.6. You agree that Razorpay shall be entitled, at its sole discretion, to recover any amounts from You that are charged to Razorpay and/or debited by Facility Providers from accounts maintained by You or any reason attributable to the provision of Services to You by way of deduction from (i) the Transaction Amount to be settled to You and /or (ii) any of Your other funds held by Razorpay in the course of providing the Services. In the event such set-off or recovery does not fully reimburse Razorpay for the liability owed, You shall pay Razorpay a sum equal to any shortfall thereof.

1.7. You hereby acknowledge and agree that in case of reversal of Transaction Amount to Razorpay's Escrow Account due to any reason, including but not limited to your bank (where your settlement account resides) rejecting acceptance of the Transaction Amount for any reason whatsoever, Razorpay may refund the monies to the source account from which it was received.

1.8. Notwithstanding anything set forth in the Terms, You acknowledge, agree and affirm that in the event Razorpay in its absolute discretion determines that, for reasons including but not limited to internal decisions or regulatory mandates, it is not feasible or suitable to settle the funds held in the Razorpay's Escrow Account to you, Razorpay reserves the right to withhold such settlement and after giving prior notice to you, shall refund the said amount back to the source account from which it was received.

1.9. Merchant hereby consents and confirms that, where any bank as a payment aggregator/payment facilitator takes Razorpay services for processing settlement of funds for such Merchant, acting as Razorpay’s partner bank, the Merchant authorizes Razorpay to make settlements to such partner bank or any third party, whereby Merchant gives its instructions to such effect either directly to Razorpay or to such partner bank which is made available to Razorpay by such partner bank. Additionally, the Merchant understands and agrees that Razorpay may carry out KYC procedure for the said Merchant through any permissible means.

2.1. If a Facility Provider communicates to Razorpay the receipt of a Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback, whether domestic or international, under the Terms solely rests with You. You further agree that it is Your sole discretion whether to avail non-3D secure services or not and additional terms for the same will apply as set out in the Merchant dashboard. Subject to availability of funds, Razorpay upon receipt of a Chargeback Request shall forthwith deduct Chargeback Amount from the Transaction Amounts, which may be used, based on the decision of the Facility Provider, either to a) process Chargeback in favour of the customer or b) credit to You. For the avoidance of doubt, Razorpay shall be entitled to deduct the Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay documents and information (“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request.

2.2. You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer's Payment Instrument.

2.3. Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any of Your other funds held by Razorpay in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Razorpay is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note.

2.4. On the issuance of notice of termination under the Terms, Razorpay reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of one hundred and twenty (120) days (“Withholding Term”) from the date of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, to You forthwith upon completion of the Withholding Term. The ‘Stipulated Percentage' is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms.

2.5. Notwithstanding anything in the Terms, if the amount withheld pursuant to clause 2.4 above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then Razorpay is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note.

2.6. The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any loan cancellation requests, You need to respond to Razorpay within seven (7) working days with a suitable response. If loan is to be cancelled, then the same needs to be informed to Razorpay and if cancellation request is to be declined then You need to provide proof of delivery and justification. For loans which would get cancelled on the basis of Your confirmation, the amount would be recovered from the daily settlement.

3.1. You agree and acknowledge that subject to availability of funds received in the Escrow Account, You are entitled to effect Refunds at Your sole discretion.

3.2. You further agree and acknowledge that initiation of Refunds is at Your discretion and Razorpay shall process a Refund only upon initiation of the same on the Platform.

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

3.4. You agree that Razorpay fees shall always be applicable and payable by You on each Transaction irrespective of whether You have refunded the same to Your customer either through normal channels of refunds or through the instant refund service of Razorpay affiliate (if availed).

3.5. You acknowledge and agree that for payments that are late authorized but not captured by You, Razorpay may initiate auto-refund to the customer within five (5) days.

4. FRAUDULENT TRANSACTIONS

4.1. Subject to clause 2.1 and 2.2 of this Part I: Specific Terms for Online Payment Aggregation Services, if Razorpay is intimated, by a Facility Provider, that a customer has reported an unauthorised debit of the customer's Payment Instrument (“Fraudulent Transaction”), then in addition to its rights under clause 16 of Part A: General Terms and Conditions, Razorpay shall be entitled to suspend settlements to You during the pendency of inquiries, investigations and resolution thereof by the Facility Providers.

4.2. If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to these Terms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI's notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI's notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time.

4.3. Subject to clause 4.2 above, if the Fraudulent Transaction results in a Chargeback, then such Chargeback shall be resolved in accordance with the provisions set out in the Terms.

4.4. You acknowledge that Razorpay shall not be responsible for any liability arising in respect of Fraudulent Transactions whether it is an international or a domestic transaction.

4.5. You shall be liable in the event of breach of the fraud amount thresholds as provided under the NPCI guideline on ‘Fraud liability guidelines on UPI transactions' NPCI/2022- 23/RMD/001. You hereby understand and agree that the decision of the NPCI or the concerned acquiring bank, as the case may be, shall be final and binding.

5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Terms and Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, they shall be construed harmoniously.

5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment Aggregation Services of Part B shall have the meaning ascribed to such terms in Part A: General Terms and Conditions.

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

5.4. You hereby consent for Razorpay to share Your information/data, including activity related information and personal information, with its Affiliates, for (i) the Affiliates to facilitate access to/market along with Razorpay, such products and services as the Affiliates may deem You eligible; and/or (ii) to share such information with Facility Providers (such as banks, NBFCs) associated with the Affiliates, for such Facility Providers to assess Your eligibility for the proposed products and services. To revoke or modify such consent please reach out to support.razorpay.com.

5.5. You hereby agree and confirm that in case You have opted for a loan/line of credit or any other similar product through Razorpay's affiliates/group companies, and its Facility Providers/lending partners, You hereby acknowledge, confirm, agree and provide unconditional consent that Razorpay may facilitate its affiliates/group companies which reserve the right to recover the outstanding dues from the positive balance as maintained by You with Razorpay. Depending on the type of loan product opted by You: (i) where NACH mandate provided by You as the first mode of repayment fails due to insufficient balance, recovery shall happen from your positive balance maintained with Razorpay, provided You have not completed repayment to lending partner of Razorpay affiliate/group companies through any other mode; or (ii) where your positive balance is first mode of repayment, recovery shall happen from the same.

5.6. You hereby agree that Razorpay may deduct amounts from Your settlement account in accordance with instructions provided by You to Razorpay. Razorpay may first deduct its fees and other liabilities, including but not limited to chargebacks, fines, and penalties followed by other deductions, based on the chronological order of the instructions received from You.

6.1. You represent and warrant that (i) You shall during the entire term of the usage of the Services, implement, observe and comply with applicable requirements prescribed under Applicable Laws, including but not limited to the provisions of the Payment Aggregator Guidelines. You shall further ensure that Your operations are in compliance with the Payment Aggregator Guidelines and You shall not undertake any action in breach of the same (ii) You shall on Your website/web app/mobile site/mobile app clearly indicate/display (a) the return and refund policy of Your products/services to Your customers, including the timelines for processing such returns, refunds or cancellations; and (b) the general terms of use and conditions of use by Your customers. You shall ensure that You deliver products and services in accordance with instructions of the customers. (iii) You shall at no time hold, store, copy or keep any customer data relating to a customer's Payment Instrument and shall notify in writing to Razorpay without any delay if You suspect or have become aware of a possible security breach related to any customer data. (iv) You shall not store any data pertaining to the Payment Instrument / customer Payment Instrument credentials. On demand, You shall provide a written confirmation, in a form and manner acceptable to Razorpay and Facility Providers, certifying compliance to this aspect.

6.2. You shall set up a comprehensive customer grievance redressal mechanism which provides the procedure for addressing complaints received from Your customer and You shall include the details of the person designated by You for handling such customer complaints. It is clarified that such customer grievance redressal mechanism shall provide the facility to the customers for registering their complaints over phone, email, or any other electronic means. You shall respond to such grievances or complaints received from Your customers within a period of 5 (five) business days from the date of receiving such grievance or complaint. You shall be solely responsible for sorting or handling any complaints received against You.

6.3. You shall comply with or enter into an agreement with a third party service provider of payment processing services for compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), as may be amended from time to time, and the Payment Application-Data Security Standard (“PA-DSS”), if applicable. You shall also submit an annual report in writing to Razorpay signifying proof of compliance with the above. If You become aware that You will not be or are likely not to be, in compliance with PCI DSS or PA DSS for any reason, You will promptly report in writing to Razorpay such non-compliance or likely noncompliance.

6.4. You shall provide Razorpay with evidence of compliances listed in this clause 6 at Razorpay's request and provide, or make available, to Razorpay copies of any audit, scanning results or related documents relating to such compliance. Notwithstanding the above, Razorpay shall have the right to conduct a security audit to check Your compliance with this clause 6 and in such cases, You shall extend full cooperation to Razorpay and its representatives so as to enable them to conduct the audit to their sole satisfaction.

6.5. You agree to implement, maintain and enforce appropriate measures for the security and privacy of customer data in accordance with Applicable Laws. You shall promptly report security incidents or breaches involving customer data to https://razorpay.com/grievances/.

7.1 Optimizer For the purpose of these services, unless the context otherwise requires: (a) “Optimizer Services” means a technology solution developed by Razorpay which enables You to route Your payments through specific payment gateways based on Your business conditions and preferences. This solution is a software layer on top of Your payment to route every payment request received for Your unique id, based on the rules created by You on Optimizer's merchant facing dashboard. (b) “Optimizer Transaction” means any transaction routed by You through the Optimizer Services, which involves an order or request placed by the customer with You by paying the Optimizer Transaction Amount to You, while using the services of any payment gateway or payment aggregator. (c) “Optimizer Transaction Amount” means the amount paid by the customer to You which is then routed by You through the Optimizer Services. (d) You agree that the Optimizer Services are being provided by Razorpay solely as a software as a solution (SaaS) provider. The Optimizer Services are independent and separate from the other Services being provided to You. It is clarified that, for these Optimizer Services, Razorpay's role will strictly be that of a SaaS provider and will not be that of a payment service provider. (e) You hereby consent Razorpay to use or process any type of data shared by You for the provision of the Optimizer Services. (f) Razorpay shall have the right to charge additional fees for provision of the Optimizer Services. (g) You shall for Your omission/commission indemnify and hold Razorpay, its directors, managers, officers, employees and agents harmless from and against all losses arising from claims, demands, actions or other proceedings as a result of disputes or claims raised by any payment gateway / payment aggregator in relation to Optimizer Services.

7.2. Value Added Services (a) You may opt for certain value added services available on the dashboard which will be subject to an additional charge to be agreed upon by the parties. Such charges are to be paid on a monthly / quarterly / annual basis or other frequency as may be agreed mutually. You hereby consent that payments towards such value added services shall be deducted from the settlement amount payable from Escrow Account under these Terms. (b) In addition to the above, You acknowledge that Razorpay provides as a value added service certain customisable templates for website terms of use and conditions, return and refund and shipping policy, privacy policy, etc. (together, “Customisable Templates”) which You may choose to use to display on Your website / web app / mobile site / mobile app / other digital app in order to comply with Your obligations under the Payment Aggregator Guidelines. You acknowledge and agree that: (a) the Customisable Templates are available during the onboarding process to be used at Your sole discretion; (b) Razorpay provides the Customisable Templates on an “as is” basis; and (iii) You represent and warrant (i) that it is Your sole responsibility to verify the suitability of the Customisable Templates for Your products/services, (ii) that You have sought independent legal advice prior to using the Customisable Templates, (iii) that You absolve Razorpay of any liability arising from the use of the Customisable Templates, (iv) that You have read and modified the Customisable Templates as necessary before publishing on Your website / web app / mobile site / mobile app. Notwithstanding anything to the contrary in these Terms, Razorpay expressly disclaims all liability in respect of any actions or omissions based on any or all of the Customisable Templates. Razorpay does not necessarily endorse and is not responsible for any third-party content that may be accessed through the Customisable Templates.

You agree that the following terms shall only apply in case You hold a Special Non-Resident Rupee Account (“SNRR Account”) pursuant to the RBI ‘Master Direction - Deposits and Accounts' dated January 1, 2016 and Circular on ‘Non-resident Rupee Accounts – Review of Policy' dated November 22, 2019 detailed hereinbelow.

8.1. Any person resident outside India, having a business interest in India shall open an SNRR Account with an authorised dealer for the purpose of putting through bona fide transactions in rupees, not involving any violation of provisions of Applicable Laws. The business interest, apart from generic business interest, shall include the following INR transactions, namely :- (a) Investments made in India in accordance with Foreign Exchange Management (Non-debt Instruments) Rules, 2019 dated October 17, 2019 and Foreign Exchange Management (Debt Instruments) Regulations, 2019 notified vide notification no. FEMA 396/2019-RB dated October 17, 2019, as applicable, as amended from time to time; (b) Import of goods and services in accordance with Section 5 of the Foreign Exchange Management Act 1999 (42 of 1999), read with Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign Exchange Management (Current Account Transaction) Rules, 2000, as amended from time to time; (c) Export of goods and services in accordance with Section 7 of the Foreign Exchange Management Act 1999 (42 of 1999), read with Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign Exchange Management (Current Account Transactions) Rules, 2000, as amended from time to time, and further read with FEMA Notification No.23(R)/2015-RB dated January 12, 2016, as amended from time to time; (d) Trade credit transactions and lending under External Commercial Borrowings (ECB) framework in accordance with Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, as amended from time to time; and (e) Business related transactions outside International Financial Service Centre (IFSC) by IFSC units at GIFT city like administrative expenses in INR outside IFSC, INR amount from sale of scrap, government incentives in INR, etc. The account will be maintained with a bank in India (outside IFSC).

8.2. The SNRR Account shall carry the nomenclature of the specific business for which it is in operation. Indian banks may, at its discretion, maintain a separate SNRR Account for each category of transactions or a single SNRR Account for a person resident outside India engaged in multiple categories of transactions provided it is able to identify/segregate and account them category-wise.

8.3. You shall ensure that the operations in the SNRR Account shall not result in the account holder making available foreign exchange to any person resident in India against reimbursement in rupees or in any other manner.

8.4. The SNRR Account shall not bear any interest.

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

8.6. The tenure of the SNRR Account shall be concurrent to the tenure of the contract / period of operation / the business of the account holder and in no case shall exceed seven years. Approval of the RBI shall be obtained in cases requiring renewal, provided the restriction of seven years shall not be applicable to SNRR accounts opened for the purposes stated at sub. paragraphs i to v of paragraph 1 of Schedule 4 of Regulation 5(4) of Foreign Exchange Management (Deposit) Regulations, 2016.

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

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

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

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

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

8.12. The amount due/ payable to non-resident nominee from the account of a deceased account holder, shall be credited to NRO account of the nominee with an authorised dealer/ authorised bank in India.

8.13. The transactions in the SNRR Account shall be reported to the RBI in accordance with the directions issued by it from time to time.

8.14. You shall ensure that You have prior approval of RBI in case You have entities incorporated in Pakistan and/or Bangladesh or You are a Pakistan or Bangladesh national.

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

9.1. You represent and warrant to Razorpay that: (a) You do not engage in any activity that violates any Applicable Law pertaining to gaming, gambling, betting or wagering. (b) No services provided by You to any customer (“Merchant Services”) are of a nature that may be construed as a competition/contest/game/sport/event (online or offline) whose outcome is based merely or preponderantly or predominantly on chance. (c) The Merchant services are at all times in compliance with all Applicable Laws including pertaining to restriction or prohibition on gambling, betting, wagering and gaming activities. (d) The provision of the Merchant Services to customers in the states of Nagaland and Sikkim (if so provided) are in accordance with the Applicable Laws of these states and You have obtained and hold all necessary and valid licenses and registrations to provide the Merchant Services in Nagaland and Sikkim. (e) No Merchant services including facilitation, hosting or providing a platform for any competition/contest/game/sport/event (online or offline) for monies are rendered by it to (i) any customers in the states of Telangana, Odisha and Assam or (ii) any customers who are residents of the states of Telangana, Odisha and Assam.

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

9.3. You hereby agree and undertake to provide at the time of commencing use of the Services a written confirmation, in a form and manner set out below, certifying that the representations and warranties set out in clause 9.1 above are true and correct. You agree that we may require you to provide a fresh confirmation on demand at any time during Your use of the Services.

9.4. Notwithstanding any other provision of the Terms for gaming merchants , You shall indemnify and hold Razorpay, its affiliates, and each of their directors, managers, officers, employees and agents harmless from and against all losses (including any losses that are special, incidental, indirect, consequential, exemplary or punitive in nature) arising from claims, demands, actions or other proceedings as a result of or on account of (a) any of Your representations or warranties as set out in Clause 9.1 above being breached or becoming untrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining to gaming, gambling, betting or wagering.