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PART A: GENERAL TERMS AND CONDITIONS

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

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

Please read these Terms carefully before accessing the Platform or using the Services. By accessing the Platform or using the Services, You agree to be bound by these Terms, including our Privacy Policy and any other policy applicable to the Services received via the Platform. If You do not agree to these Terms or do not wish to be bound by these Terms, You must immediately terminate the use of the Services. Razorpay reserves the right to amend or otherwise modify the Terms at any time by posting an updated version on the website. The updated Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms periodically for updates/amendments. Your continued access of the Platform or use of the Services signifies Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent modifications to these Terms in any way, Your only recourse is to immediately terminate the use of the Services.

We may require You to agree to additional terms in connection with specific Services, provided either by Razorpay or its Affiliates, that You may avail from time to time. You agree to be bound by supplemental terms of any specific Service that You access or use via our Platform and/or are available by hyperlink on our Platform. We may ask You to agree to those supplemental terms by way of ‘acceptance’. Should You choose to avail any specific Service, You may be required to complete forms and provide additional data/information. You hereby give your consent for us to store, and use the data/information You provide on the Platform during (i) the initial sign up/registration process and (ii) registration or onboarding for any specific Service in future. You hereby further give Your consent for us to pre-fill forms for the registration or onboarding process of any specific Service with such data/information provided. You acknowledge and agree that we reserve the right to verify, and re-verify where applicable, the data/information You provide in relation to any specific Service. Your right to access and use any specific Service is subject to successful completion, at our sole discretion, of registration or onboarding process for that specific Service. To the extent these Terms are inconsistent with any supplemental terms for a specific Service, then those specific terms shall prevail over these Terms. You further agree that any claims relating to any specific Services shall be brought solely against the Razorpay Affiliate providing the specific Services.

Where You intend to avail online as well as offline payment aggregation services, You understand and agree that online Services will be provided by Razorpay Software Private Limited and offline Services will be provided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate of Razorpay. You acknowledge and agree that the provision of offline payment aggregation services by Razorpay POS will be governed by Part A: General Terms and Conditions along with Part VII: Specific Terms for Offline Aggregation Services and Devices of Part B: Specific Terms and Conditions enumerated below. For the avoidance of doubt, the reference to Razorpay under Part A: General Terms and Conditions shall include Razorpay POS as well.

1.   PROPRIETARY RIGHTS

 

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

listed under the Do Not Disturb (DND) or National Customer Preference Register (NCPR) in accordance with Telecom Regulatory Authority of India (TRAI) regulations.

 

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

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

3.   PAYMENT

19.40 of the Income Tax Act, 1961. You, as an e-commerce operator, will withhold tax under Section 19.40 of the Act and deposit the same within the applicable timelines, including carrying out all the necessary compliances as prescribed under the Income Tax Act, 1961. As the payment service provider, Razorpay would not be obligated to deduct tax under Section 19.40 and the same will be Your responsibility as the e- commerce operator. For the purposes of this clause 3.5A, “e-commerce operator” and “e-commerce participant” shall have the meaning assigned to them in section 19.40 of the Income Tax Act, 1961.

4.   PRIVACY POLICY

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

5.   THIRD PARTY LINKS / OFFERS

The Platform contains links to other websites over which we have no control. We encourage You to review the terms and privacy policies of those other websites so You can understand Your use of the websites and how they collect, use and share Your information. Razorpay is not responsible for the terms and conditions, privacy policies or practices of other websites to which You choose to link from the Platform. You further acknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Your interaction with any third party accessed through the website is at Your own risk, and Razorpay will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with the third parties.

6.   OUR PARTNERS

This Platform also offers You access to information primarily about certain financial products/services including, but not restricted, to loan facility, credit cards facility, investment services such as current accounts offered by our lending partners. The terms and conditions for the same can be accessed here.

7.   DISCLAIMER OF WARRANTY

To the maximum extent permitted by Applicable Laws, the Platform and the Services are provided on an “as is” basis. You acknowledge that Razorpay does not warrant that the Service(s) will be uninterrupted or error free or fit for Your specific business purposes.

8.   LIMITATION OF LIABILITY

9.   INDEMNITY

You agree to indemnify and hold Razorpay (and its officers, affiliates, group company, directors, agents and employees) harmless from any and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys’ fees, or arising out of or related to Your breach of these Terms, Your violation of any Applicable Laws or the rights of a third party, or Your use of the Platform or any disputes between You and any third party. The covenants of indemnity set forth herein shall survive and continue even after the termination of Your use of the Services.

10.   CARD ASSOCIATION RULES

11.  WAIVER

Razorpay shall not be deemed to have waived any right or provision of this Agreement unless such waiver is made in writing. A waiver of any term or condition of this Agreement shall not be deemed a waiver of any other term or condition, nor shall it be a continuing waiver.

12.   FORCE MAJEURE

If performance of Services/Platform by Razorpay is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of Razorpay, then Razorpay shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by Razorpay of its obligations herein or incur any legal liability on Razorpay.

13.   ANTI BRIBERY AND SANCTIONS LAWS

You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials, representatives, agents or any other person associated with or acting on behalf of You from giving, offering, promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an improper commercial/ business advantage of any kind. Government officials include any government employee, candidate for public office, an employee of government- owned or government–controlled companies, public international organisations and political parties. You also agree not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in Your favour.

14.   ADDITIONAL TERMS

 

including for Services for which no charge has been levied previously in accordance with this clause. You agree that You shall be liable to pay any additional fees as determined by Razorpay in the event:

15.   ADVERTISING

Some of the Services may be supported by advertising revenue and may display advertisements and promotional material. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Razorpay are subject to change without any specific notice to You. In consideration for Razorpay granting You access to and use of the Services, You agree that Razorpay may place such advertisements on the Services through website, print media, electronic media, social media, advertising platforms, etc.

16.   SUSPENSION AND TERMINATION

17.   PROHIBITED PRODUCTS AND SERVICES

  1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; website access and/or website memberships of pornography or illegal sites;
  2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
  3. Body parts which includes organs or other body parts;
  4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);
  5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
  6. Child pornography which includes pornographic materials involving minors;
  7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright protection;
  8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
  9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
  10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
  11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
  12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
  13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

 

  1. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
  2. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
  3. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
  4. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
  5. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
  6. Offensive goods which include literature, products or other materials that: (a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) encourage or incite violent acts; or (c) promote intolerance or
  7. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
  8. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
  9. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
  10. Securities which includes government bonds or related financial products;
  11. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
  12. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;
  13. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
  14. Wholesale currency which includes discounted currencies or currency exchanges;
  15. Live animals or hides/skins/teeth, nails and other parts etc. of animals;
  16. Multi-level marketing collection fees;
  17. Matrix sites or sites using a matrix scheme approach;
  18. Offering work-at-home approach and/or work-at-home information; with an intention to deceive;
  19. Drop-shipped merchandise;
  20. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;
  21. Provision of any services that have the potential of casting the payment gateway facilitators in a poor light and/or that may be prone to buy and deny attitude of the cardholders when billed (e.g. adult material/mature content/escort services/friend finders) and thus leading to chargeback and fraud losses;
  22. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);
  23. Businesses outrightly banned by law (e.g. betting and gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
  24. If You deal in intangible goods/ services (eg. software download/health/beauty products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or service, which in the sole opinion of either the partner bank or the acquiring bank, is detrimental to the image and interests of either of them/both of them, as communicated by either of them/both of them to You from time to This shall be without prejudice to any other terms and conditions mentioned in these Terms;
  25. Mailing lists;
  26. 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;
  27. Money laundering services;
  28. Database providers (for tele-callers);
  29. Bidding/auction houses;
  30. Activities prohibited by the Telecom Regulatory Authority of India;
  31. Any other activities prohibited by Applicable Laws;
  32. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);
  33. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses.

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

18.   DEFINITIONS:

documents and information furnished by You, consequently resulting in Razorpay being charged the Transaction Amount and charges, penalties or fines associated with processing the Chargeback.

 

PART B: SPECIFIC TERMS AND CONDITIONS

PART I – SPECIFIC TERMS FOR ONLINE PAYMENT AGGREGATION SERVICES

  1. PAYMENT PROCESSING
    • 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 agree that where any settlement amount is less than Rupee 1, Razorpay shall endeavour to, but is not obligated to You, make such settlement.
    • 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 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.
    • 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
    • Razorpay shall have an absolute right to place limits on the Transaction
    • 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 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.

 

2.   CHARGEBACKS

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.

3.   REFUNDS

4.   FRAUDULENT TRANSACTIONS

5.   GENERAL

6.   COMPLIANCE WITH PAYMENT AGGREGATOR GUIDELINES

(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.

7.   SERVICE DESCRIPTIONS

7.1 Optimizer

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

7.2. Value Added Services

/ mobile app. Notwithstanding anything to the contrary in these Terms, Razorpay expressly disclaims all liability in respect of any actions or omissions based on any or all of the Customisable Templates. Razorpay does not necessarily endorse and is not responsible for any third-party content that may be accessed through the Customisable Templates.

8.   SPECIFIC TERMS FOR SNRR MERCHANTS

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

9.   SPECIFIC TERMS FOR GAMING MERCHANTS

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

(a) any of Your representations or warranties as set out in Clause 9.1 above being breached or becoming untrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining to gaming, gambling, betting or wagering.

Form of Undertaking for gaming merchants

LETTER OF UNDERTAKING

(On merchant’s letter head) Date:

To,

Razorpay Software Private Limited, SJR Cyber, 1st Floor,

22 Laskar-Hosur Road, Adugodi, Bangalore – 560030

Subject: Undertaking to comply, stay fully compliant from time to time, with applicable laws, including but not limited to, gaming laws, rules, regulations, among others.

Sir/Madam,

M/s_________ <please add merchant’s name> (‘Merchant’, “We”) represent and warrant to Razorpay

Software Private Limited and its affiliates (‘Razorpay’)that:

holds all necessary and valid licenses and/or permissions and/or registrations to that effect.

Yours sincerely,

For (Merchant’s name)

Name of the Authorised Signatory Designation of the Authorised Signatory

Part IB: SPECIFIC TERMS AND CONDITIONS FOR ONLINE PAYMENT AGGREGATION (CROSS BORDER) SERVICES

If You are a Merchant incorporated or operating from outside India and intend to receive payments from Customers located in India, the following terms shall apply to you instead of Part IA.

1.   PAYMENT PROCESSING

2.   CHARGEBACKS

(ii) any other funds held by us in the course of providing the Services. If the available transaction amounts or other funds are insufficient for deduction, we may issue a debit note seeking reimbursement of the chargeback amount. You shall reimburse the chargeback amount within seven (7) days of receipt of the debit note.

3.   REFUNDS

4.   FRAUDULENT TRANSACTIONS

5.   GENERAL

 

6.   COMPLIANCE WITH PAYMENT AGGREGATOR GUIDELINES AND PA – CB

You represent and warrant that:

7.   AUDIT

8.   SPECIFIC TERMS FOR PAYMENT AGGREGATORS/E- COMMERCE MARKETPLACES ONBOARDED AS MERCHANTS

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

9.   ADDITIONAL TERMS FOR TRANSACTIONS UNDER LIBERALISED REMITTANCE SCHEMES

If You use the Services for Transactions that fall under the Liberalised Remittance Scheme issued by the Reserve Bank of India (“LRS Guidelines”), the following additional terms apply:

10.   SPECIFIC TERMS FOR GAMING MERCHANTS

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

(a) any of Your representations or warranties as set out in Clause 11.1 above being breached or becoming untrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining to gaming, gambling, betting or wagering.

PART II: SPECIFIC TERMS FOR E-MANDATE SERVICES

1.    Definitions:

  1. You shall provide the necessary KYC Documents to Razorpay as specified in this Part II: Specific Terms for E-Mandate Services of Part B (“Mandate Terms”), such that Razorpay can share the KYC Documents (or the information therein) to the Sponsor Bank for the Sponsor Bank’s decision on issuing a registration to You to avail of services for e-mandate
  2. You acknowledge that the onboarding and registration process is a prerequisite under the Procedural Guidelines in order for You to avail of Services for e-mandate payments and the customers to be able to start submitting E-Mandate Registration Razorpay shall not be liable to provide any Services under these Terms until the Sponsor Bank has issued a registration in Your favour.
  3. Following completion of integration, Razorpay shall enable E-Mandate registration requests by customers on Your website by making available the prescribed E-mandate Registration Request form issued by NPCI and also put in place the necessary API protocols to transmit customer information to the Sponsor Banks in order to facilitate the process of customer verification and authentication of customer and bank account details by the Destination Bank, following which the NPCI shall confirm the E-mandate Registration
  4. Being an intermediary, Razorpay shall be responsible only for transmission of the customer details to the Sponsor Bank and shall not be responsible for failure or refusal of the E-Mandate Registration request by the Destination Bank or NPCI.
  5. In the event any query or clarification is sought by NPCI, RBI or any governmental authority or Facility Provider in respect of any e-mandate payment transaction, You shall (forthwith upon communication of the query or clarification by Razorpay to You) provide the relevant transaction and/or customer details, as required by RBI or any governmental authority in
  6. On successful approval of the E-Mandate Registration Request, Razorpay shall on a periodic basis (as per the E-Mandate Registration) initiate E-Mandate Payment requests with the Sponsor Bank and based on and pursuant to authentication by NPCI and the Destination Bank, receive the funds in the Escrow
  7. The periodic payments will be facilitated by Razorpay so long as the E-Mandate Registration is not cancelled by the Customer, Destination Bank or the Sponsor Razorpay shall not be liable for the failure of a payment on account of the decline of the approval by Destination Bank or NPCI or on account of cancellation of the E-Mandate Registration by the Sponsor Bank, Destination Bank, Your customer or NPCI.
  8. Following the receipt of funds in the Escrow Account, Razorpay shall, subject to Razorpay’s withholding rights under these Terms, settle the funds into Your designated account within the applicable settlement period.
  9. If Razorpay settles the funds, at an earlier time than agreed above, Razorpay shall have an absolute right to recover such funds forthwith if the same is not received in the Escrow Account within three (3) working days following the date on which such funds were supposed to be realized in the Escrow
  10. In addition to rights under these Terms, if there are reasonable grounds for Razorpay to suspect that a transaction to effect an E-Mandate Payment is done fraudulently or if the Sponsor Bank, NPCI or Destination Bank suspecting so, communicate the same to Razorpay, then Razorpay shall be entitled to withhold settlements to You.
  11. Pursuant to clause 11 above, You shall, to the extent available, provide information about such transactions to Razorpay, Sponsor Bank, NPCI or Destination Bank forthwith upon receiving a request from Razorpay, Sponsor Bank, NPCI or Destination Bank
  12. Razorpay shall be entitled to terminate these Services if the Sponsor Bank or NPCI directs cancellation of Your You acknowledge that Razorpay being merely an intermediary in the system for E-Mandate

Payment is bound to follow directions from the Sponsor Bank, NPCI or the Destination Bank in matters relating to fraudulent or suspicious transactions.

  1. Razorpay shall be entitled to recover from You (by deducting amounts from Your funds held by Razorpay in the course of providing the Services, or if the funds held are insufficient, by issuing a debit note to You), any amounts (a) charged by Sponsor Bank to Razorpay on account of refund and disputed claims from Your customers; and (b) representing penalties, fines or other charges (whatsoever name referred to) levied by the Sponsor Bank, NPCI or any governmental authority (in their sole discretion) on Razorpay on account of fraudulent transactions on Your
  2. You agree that payments effected, or funds debited from Your customer’s Bank Account on the following grounds shall not be the responsibility of Razorpay and no liability shall arise for Razorpay in respect of such claims from Your customers:
  1. Razorpay will not be liable collect the amounts from Your customers and credit the same to You in the following circumstances:
  1. In the event of any conflict between the Part II: Specific Terms for E-Mandate Services and the rest of the Terms, then the former shall To the maximum extent feasible, they shall be construed harmoniously.
  2. Capitalised terms used herein shall have the meaning ascribed to such terms in Part A: General Terms and

PART III: SPECIFIC TERMS FOR TOKENHQ SERVICES

  1. You understand and acknowledge that the TokenHQ is an end-to-end solution for You to allow Your customers to continue using the saved cards feature in compliance with RBI’s guidelines on tokenisation set out in the Circular DPSS.POLC.No.s-516/02-14-003/2021-22 read with DPSS.CO.PD No.1463/02.14.003/2018-19 dated January 8, 2019 and related guidelines and clarifications issued by the RBI (together “Circular”). For the purposes of these Terms, the Applicable Laws shall be deemed to include the Circular.
  2. Where Razorpay is acting as a technical service provider and You are the token requestor, You acknowledge and agree that Razorpay shall have no liability towards You or any third party for Your acts or

 

omissions or Your failure to comply with Applicable Laws.

  1. Where Razorpay is acting as the token requestor on Your behalf, You acknowledge and agree that Razorpay’s role is limited to requesting for tokens on Your behalf upon receiving consent of Your 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.
  2. You acknowledge and agree that in order to allow using the saved card feature, the customer card details must be Accordingly, You shall, except in the case of standard checkout:
    • be solely responsible for obtaining consent of the customer to tokenize (and save) the customer’s Such consent shall be explicit and not by way of a forced / default / automatic selection of checkbox, radio button, etc.
    • inform the customers of the purpose of obtaining such consent and that the card will not be tokenized (and saved) if the customer does not provide explicit consent, and shall do all things as required to tokenize (and save) the card details pursuant to Applicable
    • share such customer consent with Razorpay in order for Razorpay to trigger the additional factor authentication (AFA) with the issuing bank which is required to register the tokenisation You acknowledge and agree that if such customer consent is not shared during the payment flow then Razorpay shall not tokenize (and save) the customer card details.
    • provide the customer an option to de-register the token and delete the card.
  3. You shall keep Razorpay fully indemnified at all times from and against all losses, damages, penalties, , incurred by or imposed on Razorpay to the extent it arises from any breach by You of Part III: Specific Terms for TokenHQ Services.
  4. You shall keep a log of all instances of obtaining customer consent under Applicable Laws and of Your compliance with Part III: Specific Terms for TokenHQ Services and provide the same to Razorpay on a real time basis or as requested from time to In addition to any right hereunder, Razorpay and Facility Providers have the right to audit Your compliance with these terms and conditions at any time upon notice.
  5. For the purposes of this service, token shall have the meaning as set forth in the
  6. You agree that You shall be solely responsible for any hashed string storage undertaken by
  7. In the event of any conflict between the Part III: Specific Terms for TokenHQ Services and the rest of the Terms, then the former shall To the maximum extent feasible, they shall be construed harmoniously.
  8. Capitalised terms used herein but not defined shall have the meaning ascribed to such terms in the

PART IV: SPECIFIC TERMS FOR SUBSCRIPTION SERVICES

  1. Subscription services provide You the platform to create and manage subscription plans for Your customers with automated recurring With this product You can (i) create multiple subscription plans for customers, (ii) automatically charge customers based on a billing cycle that You control, and (iii) get instant alerts on payment activity as well as the status of subscriptions.
  2. You acknowledge and agree that these terms (i) shall apply for debit, credit and prepaid instruments or other methods as notified from time to time (together “Card”) of customers, and (ii) does not apply to once- only / one-time payments.
  3. You acknowledge and agree that:
    1. The customer desirous of opting for e-mandate facility on Card is required to undertake a one-time registration process, with an Additional Factor Authentication (AFA) validation by the issuer bank and that an e-mandate on Card of customers for recurring transactions shall be registered only after successful AFA validation.
  1. Where the first transaction is being performed along with the registration of e- mandate, then AFA validation may be Subsequent recurring transactions shall be performed only for those Card which have been successfully registered and for which the first transaction was successfully authenticated and authorised.
  2. On successful registration and approval of the e-mandate request, Razorpay shall on a periodic basis (as per the e-mandate) initiate subsequent recurring payments unless such e-mandate is modified or de-registered by the customer.
  3. Razorpay expressly disclaims all liability for any outages or failures attributable to Facility
  4. You further acknowledge and agree that in order to process recurring transactions, customer Card details will need to be saved/secured/tokenized in accordance with Applicable Accordingly, for custom checkout and server-to-server integration You shall:
    1. solely be responsible for obtaining informed consent from customers for the purpose of processing of e- mandates, including saving/securing/tokenizing the customer’s Card details, in accordance with Applicable Such consent shall be explicit and not by way of a forced / default / automatic selection of checkbox, radio button, etc.
    2. share customer consent with Razorpay for Razorpay to trigger the AFA with the issuing bank which is required to both save the Card and process the e-mandate You acknowledge and agree that if such customer consent is not shared during the payment flow, then Razorpay will not tokenize the card or process the e-mandate/ recurring transaction.
  5. You agree that payments effected, or funds debited from a customer’s bank account on the following grounds shall not be the responsibility of Razorpay and no liability shall arise for Razorpay in respect of such customer claims:
    1. Customer disputing a transaction as not done or authorized by him/her.
    2. The charge/debit on the customer’s bank account has occurred because of hacking, phishing, breach of security/ encryption of the customer’s personal data through Your platform or any other third-party platform other than that of Razorpay.
    3. 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
  6. You agree that there are instances where Razorpay is only acting as a technical service provider and You are the token requestor for the purposes of saving/ securing/ tokenizing the Card and You shall accordingly be liable to pass the customer’s informed consent for saving the Card and registering the e-mandate to You agree that Razorpay shall have no liability towards You or any third party for Your acts or omissions or its failure to comply with Applicable Laws.
  7. You agree to keep Razorpay fully indemnified at all times from and against all losses, damages, penalties, , incurred by or imposed on Razorpay to the extent it arises from any breach by You of Part IV: Specific Terms for Subscription Services.
  8. You shall maintain records of its activities under these terms, including where applicable keeping log of all instances of obtaining customer consent, and shall provide the same to Razorpay on a real time basis or as requested from time to 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
  10. In the event of any conflict between the Part IV: Specific Terms for Subscription Services and the rest of the Terms, then the former shall To the maximum extent feasible, they shall be construed harmoniously.
  11. Capitalised terms used herein but not defined herein shall have the meaning ascribed to such terms in the

PART V: RAZORPAY PARTNER PROGRAM

The Razorpay partner program is a referral program through which You can refer the Razorpay services to Your clients or customers and get rewarded. You may become a partner by agreeing to the detailed Partner Terms and Conditions and signing up as a partner.

 

PART VI: MAGIC CHECKOUT

Magic checkout is the checkout technology platform developed by Razorpay for Your customers registered with Razorpay which enables the customer to seamlessly save and use their information for placing orders with You (“Magic Checkout Services”). You can avail Magic Checkout Services as per terms specified below:

  1. Privacy and Data Protection Rights
  1. RTO Protection
  1. In the event of any conflict between the Part VI: Magic Checkout and the rest of the Terms, then the former shall To the maximum extent feasible, they shall be construed harmoniously..
  2. Capitalised terms used herein but not defined herein shall have the meaning ascribed to such terms in the

PART VII: SPECIFIC TERMS FOR OFFLINE AGGREGATION SERVICES AND DEVICES

1.    SERVICES

 

At the request of the Merchant Razorpay to enable affordability payment options on the POS terminals which will facilitate the Merchant to provide an option to its customers to pay via EMI (CC, DC, Brand EMI , NBFC)/ BNPL / Cashback Offers / IBD (Instant Discount) payment option.

The Merchant understands that Razorpay is merely a facilitator for the enablement of various affordability payment option and is not responsible for any decline in these transactions or non- approval of customer loan request by the respective NBFC / Banks / lending service provider or brand EMI scheme / cashback offers by the partner brand (as the case may be) for whatsoever reasons.

For brand EMI services, brand schemes, and SKU details as intimated by the respective brand partner to Razorpay are pre-fed in the POS terminal and are subject to change from time to time at the discretion of the brand.

TheParties shall be responsible for compliance and payment of all taxes, duties, levies, surcharge, cess or any other charges that may be applicable to the respective Party under the Applicable Law, in relation to the Services.

The Merchant understands that unless the Merchant has opted for payment aggregation services from Razorpay, settlement of affordability transaction amount shall not be undertaken by Razorpay. The Merchant understands that Razorpay may still manage settlements in certain scenarios, under contractual relation with third parties who may be providing services/offerings to the Merchant, where they have not availed the payment aggregation services, for clarity such services may involve DC EMI, Instant Business Discount etc.

In case Razorpay is the payment aggregator for the Merchant, then settlement of affordability transaction amount will be; as per below timelines:

 

PARTICULARS SETTLEMENT TIMELINES (as per bank working days)
DC EMI T+2 days
CC EMI T+1 day
NBFC EMI T+2 day
Brand EMI T+1 day
BNPL T+1 day

Merchant agrees and acknowledges that all risks, responsibilities, disputes associated with the sale and delivery of the products and/or services which are provided by the Merchant to its customers shall solely vest with the Merchant and that Razorpay shall not have any responsibility thereof, in any manner whatsoever. All disputes regarding the quality, merchantability, non-delivery, and delay in delivery of the products and/or services offered for sale by the Merchant shall be resolved directly between the Merchant and the customer without making Razorpay a party to such disputes.

Merchant hereby undertakes that the Merchant shall cooperate and assist Razorpay in resolving chargeback dispute from the respective banks / NBFC / lending partner and submit proper documentation / proof in support of chargeback dispute. In case any chargeback dispute is ruled against the Merchant then the Merchant shall pay back the transaction amount to Razorpay which will be eventually credited to the end customer via issuing bank / NBFC / lending service provider. Nothing in this clause shall prejudice Razorpay’ right to deduct / withhold the chargeback amount from the settlement amount.

Razorpay will provide transaction reconciliation services to the Merchant. Under these services, Razorpay will provide a reconciliation report on the basis of transaction initiated at POS terminals deployed at Merchant location vis-à-vis settlement of transaction amount made by Merchant’ partner bank.

Merchant agrees that preparation of reconciliation report is dependent on settlement data shared by Merchant’s partner bank with Razorpay. If such partner bank delays / fails to share data with Razorpay, then Razorpay shall not be held responsible for any delay in sharing or not sharing the reconciliation report with the Merchant.

Razorpay EMI Plus Club Wallet programme is Razorpay led programme for the benefit of Merchants to sell any product to its customers on Zero Cost EMI without any interest charge to customer. Brands applicable under Razorpay EMI Plus Club Wallet Program will be communicated to the Merchant in advance and may vary from time to time.

In order to avail this service, the Merchant is required to collect 1% of the transaction amount as processing fees on all Razorpay EMI Plus Club Wallet transactions from the customer on behalf of Razorpay. Razorpay will deduct / collect this processing fee from the Merchant at the time of settlement (of the transaction settlement amount) to the Merchant.

Monthly default Wallet limit shall be INR. 2,00,000 per POS terminal / Device. Maximum POS terminal / Device limit for availing these services shall be 4 POS terminal / Devices per merchant. The Wallet limit will be reset to INR 2,00,000 on the 1st day of every calendar month.

Merchant can increase their EMI Plus Club Wallet balance by completing Brand EMI Transactions on the Razorpay POS terminal. (Example: When a Merchant completes a Brand EMI Transaction on the Razorpay terminal their EMI Plus Club Wallet limit will increase by the value of the transaction.)

Merchant shall utilise the Club Wallet only in relation to the SKUs (Stock Keeping Units) defined under Razorpay EMI Plus Club Wallet program.

Overall, wallet size for Razorpay EMI Plus Club Wallet across all merchants signed up for this programme for any given month shall be INR 5 crores. Hence, if the INR 5 crore limit has been reached for any given month, Merchant will not be able to use the wallet until the next calendar month. This limit will be reset every calendar month.

At the request of Razorpay, the Merchant shall submit invoices against the transactions done using Razorpay EMI Plus Club Wallet. In case the Merchant fails to produce the said invoice/s, then Razorpay may at its discretion discontinue / suspend Razorpay EMI Plus Club Wallet for the Merchant.

The Merchant understands that Razorpay EMI Plus Club Wallet program is owned and facilitated by Razorpay. Razorpay may at its sole discretion make changes to the terms and conditions of Razorpay EMI Plus Club Wallet programme or discontinue the provision of this programme to the Merchant.

The Merchant has requested Razorpay to enable SMS pay service wherein the Merchant can collect payments from the customers via SMS pay links.

As per the Services, an SMS pay link will be sent to the customer mobile number. Subsequently, the Customer may open the SMS pay link and initiate the payment by entering requisites details.

The Merchant understands that the SMS pay link is sent to the customers on behalf of the Merchant. Therefore, the responsibility for recording explicit consent from the customers for using their mobile numbers for sending out SMS pay links shall solely vest with the Merchant.

At the request of Merchant, Razorpay will enable Digital Invoicing Services for the Merchant, wherein the Merchant and its customer will have an option to share and / or maintain the invoice copy relating to the transaction in a digital form. The Merchant has agreed to avail such Digital Invoicing Services on such Terms and conditions mentioned here and additional terms and conditions, as are incorporated hereinbelow:

Razorpay will provide access to a platform that will facilitate the Merchant and its customer to submit / receive the invoices, respectively in digital form. Both Merchant and the customer will have the provision to store the invoice on Razorpay’s platform provided for this purpose.

Various features and functionality of the Digital Invoicing Services has been incorporated in the list below (Digital Invoicing Service Features). If the Merchant requires any additional / premium features of Digital Invoicing Services, the same may be provided by Razorpay, at such additional cost and other terms, as may be agreed between the Parties.

The Merchant understands that Razorpay will be providing this Digital Invoicing Services in association with its Affiliate named JHKP Technologies Private Limited (a.k.a. BillMe).

The Merchant acknowledges and agrees that Razorpay holds the right to add, remove or modify features of the Digital Invoicing Services at its own discretion, with prior intimation to the Merchant. Razorpay does not claim any ownership of the digital invoice copies. Merchant has the authority to make deletions to the Merchant copy as and when the Merchant finds it necessary to do so.

The Merchant agrees and authorizes Razorpay to share Merchant’s and customer’s information and make such details available to its affiliates, vendors, service providers/facility providers and other third parties, in so far as required in association with the Digital Invoicing Services availed by the Merchant. Merchant agrees to receive communications through emails, telephone and/or SMS, from Razorpay / it Affiliates or third parties. If the Merchant requests not to receive such communication/marketing material any further, such dissent shall only be applicable prospectively.

In case where the Merchant opts for Digital Invoicing Services, Razorpay hereby grants to the Merchant a non-exclusive, non-transferable, revocable right to use the Digital Invoicing Services during the term solely for the Merchant’s legitimate business operations.

The Merchant hereby agrees and understands that Razorpay may either by itself or in association with any third-party contractor / affiliates provide Digital Invoicing Services. In any case, the Merchant understands that Razorpay or such third-party contractor / affiliates reserves the right / ownership of Digital Invoicing Services and the platform including but not limited to any intellectual property rights associated with the same.

Razorpay will charge a separate fee for providing Digital Invoicing Services which may be collected along with Device rentals. Furthermore, the Merchant also agrees to pay SMS charges on per SMS basis for transmitting digital invoices. The same shall be recovered as per the provisions incorporated under the Agreement.

For availment of Digital Invoicing Services and to receive access to the platform, the Merchant shall provide such information as may be requested by Razorpay from time to time. The Merchant hereby undertakes:

To provide true, accurate, and complete information about the Merchant as may be required during the account creation/registration process for the provision of Digital Invoicing Services; and

To maintain and promptly update Merchant’s information from time to time, as applicable. Merchant understands that Razorpay will use Merchant’s details to provide the Digital invoicing

Services and if any information turns out to be inaccurate or outdated, then some or all of the services may not operate correctly.

The Merchant hereby undertakes liability for any losses, claims, default in the Digital invoicing Services due to incorrect information provided by the Merchant and thereby agrees to indemnify Razorpay for such losses.

The Merchant shall be responsible to undertake explicit consent from the customers to use and share ant data being collected to provide such services, with Razorpay and its Affiliates, the customer’s mobile number for the purpose of facilitating digital invoicing. The consent to be taken by the Merchant from customers must include consent for sharing customers mobile number already existing in Razorpay database with Razorpay’s Affiliates and vice-versa.

If the Merchant provides any information for the purposes of undertaking or indulging fraudulent or criminal activities and Razorpay has reasonable grounds to suspect that such information has been provided, in all such instances Razorpay reserves the right to suspend or terminate Digital Invoicing Services and Merchant’s access to the platform.

The Merchant grants Razorpay / its affiliates / or third-party contractor involved in the provision of the Digital Invoicing Services, with a limited, non-transferable right to display the Merchant’s company name, brand name, trademarks or registered trademarks on its websites, applications and other media and online resources for representational / promotional purposes.

The Merchant shall be solely responsible for ensuring the safety of access to its account on the platform for availing the Digital Invoicing Services. The Merchant agrees that Razorpay shall not be responsible

for any loss that the Merchant suffers as a result of an unauthorized person accessing its account and/or using the Digital Invoicing Services.

DIGITAL INVOICING SERVICE FEATURES

Particulars S.

No.

 Feature Remark Quantity
 

 

 

 

 

 

 

 

 

Digital Billing Features

 1 Digital Invoicing – BillMe Digi Printer (Windows OS)
2 Customer data collection (BillMe Digi Printer) UI type 3
3 Digital bill complaint Management 100

Complaints
4 Banner in bill (Single image, Carousel or GIF) Coupons can be sent on the images Single Image Only
 

5

 Ad below bill (Single image, Carousel, GIF, YouTube video or MP4 video) Coupons can be sent on the images Single Image Only
6 Social media buttons of your brands
7 Star rating feedback
8 User Access (unlimited users)
 

CRM

  

1

 SMS campaign builder with scheduler 5 Templates Pre- Registered under BillMe / Razorpay Name  

100
Report Exports 1 Daily Sales Report
User Bills 1 user.billme.co.in

 

 

 

2.    Chargebacks

3.    Refunds

4.    Payment

  1. Charge a late payment interest at the rate of 15% per annum on the due amount;
  2. Suspend some or all of the Service(s) it provides under this agreement, until payment of the due Consequently, it is agreed between the parties that Razorpay shall not be liable for any loss, damages, claims including third party claims, which may result owing to suspension of some or all of services by Razorpay in case of non-payment or delayed payment.

PRIVACY

YOUR PRIVACY IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED OUR POLICIES, INCLUDING THE PROVISIONS OF OURPRIVACY POLICY.

You may address any complaints or discrepancies in relation to the processing (including storing and using) of Your Personal Information (including Sensitive Personal Information) to:

DPO

  1. SHASHANK KARINCHETI

RAZORPAY SOFTWARE PRIVATE LIMITED

ADDRESS: NO. 22, 1ST FLOOR, SJR CYBER, LASKAR-HOSUR ROAD, ADUGODI, BANGALORE- 560030

E-MAIL:dpo@razorpay.com

GRIEVANCES PORTAL:https://razorpay.com/grievances/ COMPLAINTS AND GRIEVANCE REDRESSAL

ANY COMPLAINTS OR CONCERNS WITH REGARDS TO CONTENT OF THIS WEBSITE OR COMMENT OR BREACH OF THESE TERMS OR ANY INTELLECTUAL PROPERTY OF ANY USER, INSTANCES OF CUSTOMER GRIEVANCES, REGULATORY QUERIES AND CLARIFICATIONS SHALL BE INFORMED/COMMUNICATED TO THE NODAL OFFICER AT THE COORDINATES MENTIONED BELOW IN WRITING OR BY WAY OF RAISING A GRIEVANCE TICKET THROUGH THE HYPERLINK MENTIONED BELOW:

NODAL OFFICER MR. VIJAY THAKRAL

RAZORPAY SOFTWARE PRIVATE LIMITED

ADDRESS: NO. 22, 1ST FLOOR, SJR CYBER, LASKAR-HOSUR ROAD, ADUGODI, BANGALORE- 560030

E-MAIL:nodal-officer@razorpay.com

GRIEVANCES PORTAL:https://razorpay.com/grievances/

Acceptance Details

Owner Name Ak Cricket
IP Address 10.26.244.53
Date Of Acceptance 2025-11-09 13:08:42 IST
Signatory Name ANUP KUMAR
Contact Number +917814834907
Email a7814834907@gmail.com