PART A: GENERAL TERMS AND CONDITIONS
This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and does not require any physical or digital signatures.
These Terms and Conditions (“Terms”) constitute a legal agreement between You and Razorpay Software
Private Limited (“Razorpay” or “us”, or “we” or “our””). The Terms, constituted of Part A: General Terms
and Conditions and Part B: Specific Terms and Conditions, govern Your access to and use of Razorpay
services, including payments, technology, software, analytics or any other services, tools or products offered
or made available by Razorpay and/or its Affiliates, and/or their Facility Providers, (“Services”). The Services
may be offered or made available to You via our website, mobile applications, software, APIs, social media,
or other access channels (“Platform”). “You”, “Yours”, “Yourself” or “Merchant” refers to customers, who
may be a non-registered individual or corporate body, who register for, use, or access the Platform or
Services. The Services provided by Razorpay through the Platform are available and are appropriate only for
use in India.
Please read these Terms carefully before accessing the Platform or using the Services. By accessing the
Platform or using the Services, You agree to be bound by these Terms, including our Privacy Policy and any
other policy applicable to the Services received via the Platform. If You do not agree to these Terms or do not
wish to be bound by these Terms, You must immediately terminate the use of the Services. Razorpay reserves
the right to amend or otherwise modify the Terms at any time by posting an updated version on the website.
The updated Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms
periodically for updates/amendments. Your continued access of the Platform or use of the Services signifies
Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent
modifications to these Terms in any way, Your only recourse is to immediately terminate the use of the
Services.
We may require You to agree to additional terms in connection with specific Services, provided either by
Razorpay or its Affiliates, that You may avail from time to time. You agree to be bound by supplemental
terms of any specific Service that You access or use via our Platform and/or are available by hyperlink on our
Platform. We may ask You to agree to those supplemental terms by way of ‘acceptance’. Should You choose
to avail any specific Service, You may be required to complete forms and provide additional data/information.
You hereby give your consent for us to store, and use the data/information You provide on the Platform
during (i) the initial sign up/registration process and (ii) registration or onboarding for any specific Service in
future. You hereby further give Your consent for us to pre-fill forms for the registration or onboarding process
of any specific Service with such data/information provided. You acknowledge and agree that we reserve the
right to verify, and re-verify where applicable, the data/information You provide in relation to any specific
Service. Your right to access and use any specific Service is subject to successful completion, at our sole
discretion, of registration or onboarding process for that specific Service. To the extent these Terms are
inconsistent with any supplemental terms for a specific Service, then those specific terms shall prevail over
these Terms. You further agree that any claims relating to any specific Services shall be brought solely against
the Razorpay Affiliate providing the specific Services.
Where You intend to avail online as well as offline payment aggregation services, You understand and agree
that online Services will be provided by Razorpay Software Private Limited and offline Services will be
provided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate of Razorpay. You
acknowledge and agree that the provision of offline payment aggregation services by Razorpay POS will be
governed by Part A: General Terms and Conditions along with Part VII: Specific Terms for Offline
Aggregation Services and Devices of Part B: Specific Terms and Conditions enumerated below. For the
avoidance of doubt, the reference to Razorpay under Part A: General Terms and Conditions shall include
Razorpay POS as well.
1. PROPRIETARY RIGHTS
1.1. We (and our licensors, as applicable) remain the sole owner of all right, title and interest in the Services,
including the Platform and the website www.razorpay.com (“website”), including any intellectual property
rights which subsist in the Services (whether registered or not). Razorpay grants You a personal, nonexclusive, non-transferable, limited right to access the Platform and make personal use of the website and the
Services. You shall not remove, obscure, or alter any proprietary rights notices (including trademark and
copyright notices), which may be affixed to or contained within the Services. We reserve all rights not
granted under the Terms. We (and our licensors, as applicable) retains its rights in and to trademarks, trade
names, service marks, logos, domain names, and other distinctive brand features (“marks”) owned or used by
us in the course of our business. You do not have the right to use any of our marks without explicit consent
from us. You shall not download, copy, create a derivative work, modify, reverse engineer, reverse assemble,
transmit or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in
or otherwise transfer any right in the Services or marks. You further acknowledge and agree that the Services
may contain information that is designated confidential by us and You shall not disclose such information
without our prior written consent.
1.2. You grant a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable license to Razorpay,
its Affiliates and third party service providers, to use Your data, Your customer’s data, information, content,
trademarks, logos and any other materials/information You upload or make available to us or on the Platform
(“Your materials”). You agree that Razorpay may use Your materials to operate and improve the Platform,
provide the Services, and fulfil Razorpay’s rights and discharge its obligations under the Terms. You agree
that Razorpay may use Your materials in its marketing and promotional materials without requiring any
incremental consent from You. You further agree that Razorpay may conduct analytics on Your materials and
that Razorpay shall retain ownership of the results or reports derived from such data which shall be in
aggregated and anonymised form for its business purposes in accordance with Applicable Laws. You shall
indemnify and hold harmless Razorpay, its Affiliates and its service providers on demand against all claims
and losses arising out of or in connection with our use of Your Materials in accordance with this clause.
2. USAGE OF THE WEBSITE AND USE OF SERVICES BY THE
USER
2.1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter
into binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Your
passwords, login and account information. You are responsible for maintaining the confidentiality of any
login information and secure access credentials associated with Your Razorpay account. You will be
responsible for all use of the Platform and/ or Services by You or anyone using Your password and login
information (with or without our permission). You are responsible for all activities that occur under Your
account/in using Your secure credentials and Razorpay shall not be liable for any such change or action
performed by using Your secure credentials on the Website.
2.2. You agree to provide true, accurate, current and complete information about Yourself as and when
prompted by the Platform. If You provide any information that is untrue, inaccurate, not updated or
incomplete (or becomes untrue, inaccurate or incomplete), or Razorpay has reasonable grounds to suspect
that such information is untrue, inaccurate, not updated or incomplete, Razorpay shall have the right to
immediately suspend or terminate Your account and/or refuse any and all current or future use of the Platform
or Services, or any portion thereof, in connection thereto.
2.3. By using the Services and providing your contact information, you consent to receiving information
about, and offers for, various products and services from Razorpay, its Affiliates or third parties. These
communications may occur through various channels, including but not limited to telephone, SMS, email,
WhatsApp, other messaging services, or any other physical, electronic, or digital means. You agree that
Razorpay may contact you electronically or by phone to gauge your interest in specific products and services
and to process your requests or applications. Additionally, you authorize Razorpay, along with its partners,
service providers, vendors, and other third parties, to contact you for purposes such as (i) presenting or
soliciting your interest in other products or services from third parties, or (ii) sending marketing materials,
offers, or other information through the Website or via other methods including telephone, SMS, email,
WhatsApp, or other messaging services or digital means. You consent to receiving these communications on
the phone or mobile number you provided on the website and explicitly waive any registration or preferences
listed under the Do Not Disturb (DND) or National Customer Preference Register (NCPR) in accordance
with Telecom Regulatory Authority of India (TRAI) regulations.
2.4. You agree and authorize Razorpay to share your information with its partner banks, financial institutions,
group companies, Affiliates, vendors, service providers, and other third parties as necessary to provide the
various products and services you select or to offer additional value-added services. You also consent to
receiving communications via email, telephone, and/or SMS from Razorpay or these third parties. If you
request to opt out of receiving such communications or marketing materials in the future, this request will
only apply prospectively and will not affect data that has already been shared by Razorpay with your prior
consent.
2.5. By accessing the Platform or using our Services, You acknowledge and agree that we may display offers,
promotions, and other content from our partners, Affiliates, and third parties to You or Your end users. These
offers and promotions may be tailored based on the information provided, including past information on our
Platform or by Your or end users use of our Services. We may leverage the data, including personal data, that
You or Your end users submit to personalize and optimize these offers, ensuring that they are relevant and
valuable to You, and You explicitly consent to such usage. This may include, but is not limited to, Your or
Your end user preferences, interactions, and usage patterns on our Platform. We do not guarantee the
accuracy, quality, or suitability of any offers presented, and such offers may be subject to additional terms and
conditions. Your, or an end user’s, engagement with these offers is solely at Your discretion.
2.6. You acknowledge and agree that for undertaking any payment and/or financial transaction through the
Platform, Razorpay may undertake due diligence measures and seek information required for KYC purposes,
which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You
acknowledge and agree that Razorpay may undertake enhanced due diligence measures (including any
documentation), to satisfy itself relating to due diligence requirements in line with the requirements and
obligations under Applicable Laws. You are solely responsible for understanding and complying with all
Applicable Laws, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment
Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money
Laundering Act, 2002, KYC Guidelines, etc. issued by the RBI as may be amended from time to time that
may be applicable to You in connection with Your business and use of Platform or Services.
2.7. You agree and covenant that before the commencement of any Service(s) under these Terms, You shall
provide the necessary documents (as determined in Razorpay's sole discretion or when required by Facility
Providers or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Razorpay
to conduct the due diligence in respect of You and Your business / activities. Razorpay shall have the right to
share the KYC Documents (or the information therein) and other related documents with the Facility
Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws.
You expressly consent Razorpay to rely on the KYC Documents provided by You for providing Services. You
further acknowledge and agree that Razorpay reserves the right at all times to monitor, review, retain and/or
disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws,
legal process or governmental request.
2.8. Razorpay shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any
KYC related or other documents of Your customers or invoices, in its sole discretion and / or as per the
Applicable Laws or pursuant to requests from governmental authorities, law enforcement agencies or Facility
Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Razorpay to suspend
the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the
sole satisfaction of Razorpay.
2.9. You agree that Razorpay shall not be responsible for any delivery, after-sales service, payment, invoicing
or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services
and/or any other obligations or services relating to or in respect of Your products or services. Such obligations
shall be Your sole responsibility. You shall indemnify Razorpay against any claim arising from such services
or obligations and shall bear any and all expenses and/or costs relating thereto.
2.10. Throughout Your use of the Services, You declare that You or Your affiliates and/ or its Beneficial
Owner are not a Politically Exposed Person. You shall forthwith inform us in writing if this declaration
becomes untrue during any period of Your use of the Services. Capitalised terms used here but not defined
shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI, as amended from time to
time.
2.11. The usage of the Platform may also require You to provide consent for providing Your Personal
Information (“PI”) (including but not limited to any personal data or sensitive personal data as defined under
Applicable Laws) or to authorize Razorpay to derive Your data/information from any source or public registry
or portal, as may be necessary to complete Your profile or Your application on the Platform, conduct due
diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services
through this Platform. You explicitly authorise Razorpay to rely on such information and You represent and
warrant that such information shall be and shall remain true and accurate. Razorpay shall adhere to best
industry practices including information security, data protection and privacy law while processing such
applications. However, Razorpay shall not be liable to You against any liability or claims which may arise out
of such transactions as any such PI is being collected, used, processed and shared with Your explicit consent.
2.12. You agree not to use the Platform and/or Services for any purpose that is unlawful, illegal or forbidden
by these Terms, or any local laws that might apply to You. We may, at our sole discretion, at any time and
without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the
Platform and/or Services.
2.13. You are prohibited from posting or transmitting to or through this Platform: (i) any unlawful,
threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate
rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any
commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing
of any good or services); (iii) any material or content that infringes, misappropriates or violates any
copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses
or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any
computer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendly
relations with foreign states, or public order or causes incitement to the commission of any cognizable
offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another
person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any
violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this
Platform.
2.14. You represent and and warrant that:
(a) You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power
and authority to own and operate Your business.
(b) You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your
obligations under these Terms.
(c) The execution, delivery and performance of these Terms has been authorized by all necessary corporate
and organizational actions including but not limited to board resolution and/or power of attorney and/or letter
of authority to bind Your business and Your company/firm/organization.
(d) You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in
accordance with its clauses.
(e) You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other
crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits
that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the
virtual world. Any breach of this provision shall be subject to immediate suspension or termination of Your
access to or use of the Platform or any or all Services, at Razorpay's sole discretion. You shall indemnify
Razorpay from any losses arising from Your breach of this provision.
2.15. You further represent, warrant, and covenant that:
(a) Your use of the Platform and Services and sale of Your products/services are solely for Your own bona
fide business activities which are in compliance with the Applicable Laws and also the instructions issued
from time to time by the Razorpay and its Facility Providers.
(b) Your use of the Services corresponds to those activities under the categories You have expressly registered
for at the time of entering into these Terms and as set out in Your onboarding form on the Razorpay
dashboard or as otherwise approved in writing by Razorpay.
(c) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services
by any third parties, including Your affiliates.
(d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on
with the intent to defraud, or is likely to result in Your unjust enrichment and/or unlawful gain.
(e) Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services
specified under these Terms.
2.16. You hold express informed consent of Your customers to share customers’ information, including
personal data, with Razorpay and its affiliates (i) in connection with provision of Services to You and other
users of the Platform or Services, (ii) for the purposes of sharing such information with governmental
authorities as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking and
fraud prevention, or (iv) pursuant to regulatory authorities' orders and/or notices including but not limited to
notices under Section 94 of BNSS.
2.17. You acknowledge that the Services are of complex nature and require the intervention of the Facility
Providers. You acknowledge and agree that Razorpay shall only be liable for acts or omissions which are
solely and directly attributable to Razorpay.
2.18. In order to avail the Services, You shall take all necessary steps to facilitate the integration of
Razorpay's solutions with Your platform. It is hereby clarified that any Server to Server (S2S) integration, if
done, shall be solely for the purpose of availing the Services and intended to be used or accessed only by You.
2.19. You shall assist Razorpay in furnishing to its auditors, the Facility Providers, governmental authorities,
or law enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the
original copy / copies of proof of transactions, invoices or other records, including pertaining to any order
placed by Your customers. You shall retain records relating to transactions for a period of 10 (ten) years from
the relevant date of the order placed on Your site. Razorpay and the Facility Providers, and/or governmental
agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data
relating to the customer's orders at any time whatsoever and without any prior notice. You shall ensure
cooperation with Razorpay, its auditors, Facility Providers, governmental authorities, or law enforcement
agencies for any audit, inspection or pursuant to any other request.
2.20. You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of
Razorpay or the Facility Provider; (ii) represent that You have any rights to offer any products or services
offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third
party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for,
whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.
2.21. When a customer purchases goods or services from You, You may, in Your sole discretion, impose any
convenience fee on the customer. Any responsibility or losses incurred by Razorpay as a result of the charge
of any such convenience fee by You to Your customers shall be borne by You. You shall also indemnify
Razorpay for such liability or losses.
2.22. You shall not engage, appoint, or otherwise utilize any third-party service provider in connection with
the Services under this Agreement without the prior written consent of Razorpay. You further agrees that they
shall utilize the Services solely (a) directly from Razorpay; (b) through a payment orchestration solution
provided or expressly approved by Razorpay; or (c) via a proprietary in-house orchestration solution
developed by the Merchant, subject to Razorpay’s prior written approval. You shall not engage, integrate, or
route any payments through a third-party payment orchestrator not explicitly approved by Razorpay. Any
breach of this clause, including use of an unapproved third-party orchestrator, shall entitle Razorpay to
immediately suspend and/or terminate the Services without any liability to Razorpay.
3. PAYMENT
3.1. Applicable fees for the provision of Services shall be levied by Razorpay from time to time. You agree
that the fees shall be charged according to the manner, rates and frequency determined by Razorpay.
Razorpay reserves the right to update the amount of the fees charged at its sole discretion. Razorpay fees
allow access to the entire suite of payments products, dashboard and custom reports, and includes MDR
charges, if any, for payment instruments as prescribed under applicable guidelines. For clarity, Razorpay fees
include zero MDR for Rupay Debit Cards and UPI transactions.
3.2. Fees are exclusive of applicable taxes and Razorpay will charge such applicable taxes on the fees from
time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms
shall be borne by You.
3.3. We will raise monthly invoices in respect of fees charged for Services provided during such month.
Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be
communicated by You to us via a notice no later than ten (10) days from the date of the invoice. Razorpay
shall use good faith efforts to reconcile any reasonably disputed amounts.
3.4. You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of
discrepancies, You shall report to Razorpay regarding such discrepancy within three (3) days upon the receipt
of the funds. Razorpay shall not be liable for any reconciliation issue if the same is highlighted by You to
Razorpay after such time.
3.5. For fees deducted upfront before provision of the specific Service, it is agreed that if You deposit
applicable taxes under Section 194H of the Income Tax Act, 1961 (in respect of invoices received by You)
and furnish to Razorpay Form 16-A in respect of such taxes paid, then Razorpay shall reimburse to You, on a
quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices received
by You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of the
Income Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). You shall deposit the withheld
taxes with the government treasury, file the statutorily mandated returns and furnish the requisite tax
deduction certificate (Form 16-A) to Razorpay within one hundred and eighty (180) days so as to enable
Razorpay to obtain full credit for the taxes deducted at source.
3.5 A. If You operate as an e-commerce operator, facilitating the sale of goods or provisions of services of a
resident e-commerce participant, You shall evaluate and comply with the requirements of TDS under Section
19.40 of the Income Tax Act, 1961. You, as an e-commerce operator, will withhold tax under Section 19.40 of
the Act and deposit the same within the applicable timelines, including carrying out all the necessary
compliances as prescribed under the Income Tax Act, 1961. As the payment service provider, Razorpay
would not be obligated to deduct tax under Section 19.40 and the same will be Your responsibility as the ecommerce operator. For the purposes of this clause 3.5A, "e-commerce operator" and "e-commerce
participant" shall have the meaning assigned to them in section 19.40 of the Income Tax Act, 1961.
3.6. You shall be solely responsible for updating Your GST registration number on the Razorpay dashboard
before Razorpay generates the invoice and shall also submit the GST certificate as part of KYC. Razorpay
will raise a GST tax invoice and report the transactions in the GST returns based on the information provided
by You. The GST returns will be filed as per the statutory timelines, to enable You to avail appropriate input
tax credit. Razorpay shall not be responsible for any mistake and or misrepresentation by You in updating the
GST number and other particulars as per the GST certificate. Further, any liability raised on Razorpay by the
GST authorities due to incorrect information provided by You or deliberate withholding of any statutory
information by You shall be recovered by Razorpay from You.
3.6A In order for Razorpay to issue a proper B2B tax invoice under the GST law and to ensure GST input
credit is available to You, Razorpay shall record Your correct GSTIN. Towards this, You are advised to verify
Your GSTIN and registered address captured within the account maintained with Razorpay at periodical
intervals and correct the same wherever necessary. In the event, correct GSTIN is not updated in Your
account maintained with Razorpay, then You shall be solely responsible in respect thereof and Razorpay shall
not be liable to accommodate any request for revision of invoice and / or amendment to GST reporting.
4. PRIVACY POLICY
By using the website, You hereby consent to the use of Your information as we have outlined in our Privacy
Policy.
5. THIRD PARTY LINKS / OFFERS
The Platform contains links to other websites over which we have no control. We encourage You to review
the terms and privacy policies of those other websites so You can understand Your use of the websites and
how they collect, use and share Your information. Razorpay is not responsible for the terms and conditions,
privacy policies or practices of other websites to which You choose to link from the Platform. You further
acknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damage
or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods
or services available on or through any such site or resource. Your interaction with any third party accessed
through the website is at Your own risk, and Razorpay will have no liability with respect to the acts,
omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any
personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with
the third parties.
6. OUR PARTNERS
This Platform also offers You access to information primarily about certain financial products/services
including, but not restricted, to loan facility, credit cards facility, investment services such as current accounts
offered by our lending partners. The terms and conditions for the same can be accessed here.
7. DISCLAIMER OF WARRANTY
To the maximum extent permitted by Applicable Laws, the Platform and the Services are provided on an “as
is” basis. You acknowledge that Razorpay does not warrant that the Service(s) will be uninterrupted or error
free or fit for Your specific business purposes.
8. LIMITATION OF LIABILITY
8.1. Razorpay (including its officers, directors, employees, representatives, affiliates, and providers) will not
be responsible or liable for (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special,
exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation
lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is
in any way connected with (i) any failure or delay (including without limitation the use of or inability to use
any component of the Platform), or (ii) any use of the Platform or Services or content therein, or (iii) the
performance or non-performance by us or any Facility Provider, even if we have been advised of the
possibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infect
Your computer equipment or other property as the result of Your access to the Platform or Services or Your
use of any content therein.
8.2. Notwithstanding anything under these Terms, Razorpay's aggregate liability and that of its affiliates,
officers, employees and agents relating to the Service(s), will not exceed an amount equal to one (1) month
fees paid by You for the specific Service(s) giving rise to the liability. Razorpay's liability under or in
connection with Terms will be proportionately reduced to the extent any loss or damage is contributed to by
You or Your third party providers.
9. INDEMNITY
You agree to indemnify and hold Razorpay (and its officers, affiliates, group company, directors, agents and
employees) harmless from any and against all claims, whether or not brought by third parties, causes of
action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature,
including reasonable attorneys' fees, or arising out of or related to Your breach of these Terms, Your violation
of any Applicable Laws or the rights of a third party, or Your use of the Platform or any disputes between You
and any third party. The covenants of indemnity set forth herein shall survive and continue even after the
termination of Your use of the Services.
10. CARD ASSOCIATION RULES
10.1. "Card Payment Network Rules" refer to the written rules, regulations, releases, guidelines, processes,
interpretations and other requirements (whether contractual or otherwise) imposed and adopted by the card
payment networks. These card payment networks have infrastructure and processes to enable transaction
authorisation. The card payment networks require You to comply with all applicable guidelines, rules, and
regulations formulated by them.
10.2. The card payment networks reserve the right to amend their guidelines, rules and regulations from time
to time. We may be required to amend, modify or change these Terms pursuant to amendments to the Card
Payment Network Rules and such amendments, if any, shall be deemed to be binding on You with immediate
effect.
10.3. You agree to fully comply with all programs, guidelines, requirements that may be published and/or
mandated by the card payment networks. Notwithstanding our assistance in understanding the Card Payment
Network Rules, You expressly acknowledge and agree that You are assuming the risk of compliance with all
provisions of the Card Payment Network Rules, regardless of whether You are aware of or have access to
those provisions. For illustration purposes - MasterCard, Visa, Diners, RuPay and American Express make
excerpts of their respective rules available on their internet sites.
10.4. In the event that Your non-compliance of Card Payment Network Rules, results in any fines, penalties or
other amounts being levied on or demanded of us by a card payment network, then without prejudice to our
other rights hereunder, You shall forthwith reimburse us in an amount equal to the fines, penalties or other
amount so levied or demanded or spent by us in any manner in relation to such fines, penalties and levies. If
You fail to comply with Your obligations towards the card payment networks, Razorpay may suspend
settlement or suspend/terminate the Services forthwith.
11. WAIVER
Razorpay shall not be deemed to have waived any right or provision of this Agreement unless such waiver is
made in writing. A waiver of any term or condition of this Agreement shall not be deemed a waiver of any
other term or condition, nor shall it be a continuing waiver.
12. FORCE MAJEURE
If performance of Services/Platform by Razorpay is prevented, restricted, delayed or interfered with by
reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather,
shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms,
any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war,
revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order,
proclamation, regulation, ordinance, demand or requirement having legal effect of any government,
regulatory or any judicial authority or representative of any such government, or any other act whatsoever,
whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of
Razorpay, then Razorpay shall be excused and discharged from such performance to the extent of and during
the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to
a breach by Razorpay of its obligations herein or incur any legal liability on Razorpay.
13. ANTI BRIBERY AND SANCTIONS LAWS
You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials,
representatives, agents or any other person associated with or acting on behalf of You from giving, offering,
promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift,
hospitality or anything else of value (either directly or indirectly) whether from within the country or from
abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of
authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other
third party or person in order to obtain an improper commercial/ business advantage of any kind. Government
officials include any government employee, candidate for public office, an employee of government- owned
or government–controlled companies, public international organisations and political parties. You also agree
not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of
anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing
any decision in Your favour.
14. ADDITIONAL TERMS
14.1. You shall not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay may
assign its rights and duties under these Terms without any such assignment being considered a change to the
Terms and without any notice to You. If we fail to act on Your breach or anyone else's breach on any
occasion, we are not waiving our right to act with respect to future or similar breaches.
14.2. Razorpay may, at its reasonable discretion and in compliance with Applicable Laws, blacklist Your end
users to manage fraud and risk. Blacklisted users may be restricted from transactions, and removal of
blacklisting may occur based on updated risk assessments. You acknowledge and agree that Razorpay may
take such measures to protect the integrity of the payment ecosystem. Razorpay is not obligated to provide
prior notice or reasons for these actions. You agree to be solely responsible for providing any notification to
Your end users.
14.2. Additional terms applicable to the Services provided by Razorpay or its Affiliates are as under:
(a) The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your
and our observance of the same. If You take any legal action relating to Your use of the Platform or these
Terms, You agree to file such action only in the courts located in Bangalore, India. In any such action that We
may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the
legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees.
You acknowledge that You have read and have understood these Terms, and that these Terms have the same
force and effect as a signed agreement. This clause shall survive termination of the Terms.
(b) Without prejudice to any other rights or remedies Razorpay may have, You hereby agree and confirm that
Razorpay shall have the right to set-off by whatever means the whole or any part of Your liability to Razorpay
under these Terms (or any other agreement between You and Razorpay or its affiliates) against any funds,
sums or other amounts credited to, or owing to, You under these Terms (or any other agreement between You
and Razorpay or its affiliates). You agree that Razorpay may exercise the right of set-off at any time, without
any prior notice to You. In the event such set-off does not fully reimburse Razorpay for the liability owed,
You shall pay Razorpay a sum equal to any shortfall thereof.
(c) You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative of
Razorpay or any Facility Provider; (ii) represent that You have any rights to offer any products or services
offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third
party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for,
whether directly or indirectly, any obligation and/or responsibility to customer or any third party. (d)
Razorpay reserves the right to make changes to the website, related policies and agreements, these Terms and
the Privacy Policy at any time as it deems fit and proper, including but not limited to comply with changes in
law or regulation, correct inaccuracies, omissions, errors or ambiguities, reflect changes in the process flow,
scope and nature of the Services and ancillary services, company reorganization, market practice or customer
requirements.
14.3. You agree that the fees for any Services under these Terms shall be charged according to the manner,
rates and frequency determined by Razorpay. Razorpay reserves the right to update the amount of the fees
including for Services for which no charge has been levied previously in accordance with this clause. You
agree that You shall be liable to pay any additional fees as determined by Razorpay in the event:
(a) You avail certain value-added services available on the dashboard irrespective of whether they have been
available free of charge previously.
(b) You avail any new Services not mentioned in these Terms. You agree that Your use of any Service or a
value-added service shall be construed as a consent to any additional fees which may be levied by Razorpay
on such additional Service or value-added service.
14.4. An end user may avail dynamic currency conversion ("DCC") services which may be made available by
Razorpay to an end user, as applicable. The transaction amount payable by the end user towards the purchase
of goods or services from a merchant shall be inclusive of charges for such DCC services availed by the end
user. An end user may reach out to dcc_invoice@razorpay.com, by providing the payment ID and end user
contact number, to get invoices for DCC transactions.
15. ADVERTISING
Some of the Services may be supported by advertising revenue and may display advertisements and
promotional material. These advertisements may be targeted to the content of information stored on the
Services, queries made through the Services or other information. The manner, mode and extent of
advertising by Razorpay are subject to change without any specific notice to You. In consideration for
Razorpay granting You access to and use of the Services, You agree that Razorpay may place such
advertisements on the Services through website, print media, electronic media, social media, advertising
platforms, etc.
16. SUSPENSION AND TERMINATION
16.1. Notwithstanding anything to the contrary, Razorpay shall have the right to immediately suspend
Services and settlement of any monies or payments to You, without any liability to You, in the event of the
following:
(a) You breach any clause of these Terms.
(b) You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and
Services' listed below in clause 17 of Part A: General Terms and Conditions.
(c) Razorpay receives instructions from Facility Providers or governmental authorities or law enforcement
agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof
regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.
(d) You use the Services for any transactions which have a high-risk score as per Razorpay's internal fraud
assessment tools and other policies.
(e) Razorpay is of the opinion that there are suspicious circumstances surrounding Your activities.
(f) Razorpay is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals
relating to Your use of Services.
(g) Your products/services infringe, or are suspected of infringing, intellectual property rights, copyrightable
works, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or
knock-off goods.
(h) You materially change the type of the products/services provided to end customers and as declared on the
onboarding form, without obtaining Razorpay's prior written permission to use the Services for the new or
changed types of services/products, or it is discovered by Razorpay that You provided substantially
misleading and/or false information about Your products/services as part of the onboarding activities.
(i) Razorpay in its sole discretion determines that Your activities expose Razorpay to risks which are
unacceptable to Razorpay.
(j) Razorpay in its sole discretion is required to do so due to regulatory changes impacting the Services.
16.2. These Terms are effective upon the date You first access or use the Platform or Services and continue
until such access and use is terminated by You or Razorpay. Unless you have a separate offline agreement in
relation to use the Services, or any part thereof, these Terms will apply. We may terminate these Terms or
close Your Razorpay account at any time for any reason (including, without limitation, for any activity that
may create harm or loss to the goodwill of Razorpay). Where Applicable Laws require advance notice of
termination to be provided, we will, prior to termination, provide You with the required advance notice of
termination.
16.3. Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon
termination, You agree to stop using the Services. Your continued or renewed use of the Services after
termination serves to renew Your consent to the Terms. In addition, upon termination You understand and
agree that we will not be liable to You for compensation, reimbursement, or damages related to Your use of
the Services, or any termination or suspension of the Services or deletion of Your information or account
data; and You will still liable to us for any fees or fines, or other financial obligation incurred by You or
through Your use of the Services prior to termination.
17. PROHIBITED PRODUCTS AND SERVICES
1. Adult goods and services which includes pornography and other sexually suggestive materials (including
literature, imagery and other media); escort or prostitution services; website access and/or website
memberships of pornography or illegal sites;
2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
3. Body parts which includes organs or other body parts;
4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email
messages (spam);
5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals
for free;
6. Child pornography which includes pornographic materials involving minors;
7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright
protection;
8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or
protected materials;
9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or
protected materials, including OEM or bundled software;
10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items
without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit
stamps, and other potentially unauthorized goods;
11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs
like salvia and magic mushrooms;
12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
13. Endangered species which includes plants, animals or other organisms (including product derivatives) in
danger of extinction;
14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling
sites, and related content;
15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment
enabling illegal access to software, servers, website, or other protected property;
17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling
illegal acts;
18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health
fixes;
19. Offensive goods which include literature, products or other materials that: (a) defame or slander any
person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b)
encourage or incite violent acts; or (c) promote intolerance or hatred.
20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings,
associated with criminals;
21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and
related goods; toxic, flammable, and radioactive materials and substances;
22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar
substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police
badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot
machines; surveillance equipment; goods regulated by government or other agency specifications;
23. Securities which includes government bonds or related financial products;
24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and
related products;
26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
27. Wholesale currency which includes discounted currencies or currency exchanges;
28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;
29. Multi-level marketing collection fees;
30. Matrix sites or sites using a matrix scheme approach;
31. Offering work-at-home approach and/or work-at-home information; with an intention to deceive;
32. Drop-shipped merchandise;
33. Any product or service which is not in compliance with all applicable laws and regulations whether
federal, state, local or international, including the laws of India;
34. Provision of any services that have the potential of casting the payment gateway facilitators in a poor light
and/or that may be prone to buy and deny attitude of the cardholders when billed (e.g. adult material/mature
content/escort services/friend finders) and thus leading to chargeback and fraud losses;
35. Businesses or website that operate within the scope of laws which are not absolutely clear or are
ambiguous in nature (e.g. web-based telephony, Website supplying medicines or controlled substances,
website that promise online match-making);
36. Businesses outrightly banned by law (e.g. betting and gambling/ publications or content that is likely to be
interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions,
lotteries/sweepstakes & games of chance;
37. If You deal in intangible goods/ services (eg. software download/health/beauty products), and businesses
involved in pyramid marketing schemes or get-rich-quick schemes and any other product or service, which in
the sole opinion of either the partner bank or the acquiring bank, is detrimental to the image and interests of
either of them/both of them, as communicated by either of them/both of them to You from time to time. This
shall be without prejudice to any other terms and conditions mentioned in these Terms;
38. Mailing lists;
39. Virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited
investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital
goods or services or otherwise exit the virtual world;
40. Money laundering services;
41. Database providers (for tele-callers);
42. Bidding/auction houses;
43. Activities prohibited by the Telecom Regulatory Authority of India;
44. Any other activities prohibited by Applicable Laws;
45. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);
46. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS)
like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require
license for such businesses.
The above list is subject to updates / changes by Razorpay based on instructions received from Facility
Providers.
18. DEFINITIONS:
18.1. “AD-1 Bank” means a scheduled commercial bank in India which is authorized under the relevant
legislation to undertake all current and capital account transactions according to the directions issued by the
RBI from time to time.
18.2. “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under
common control with Razorpay, whereby “control” (including, with correlative meaning, the terms
“controlled by” and “under common control”) means the possession, directly or indirectly, of the power to
direct, or cause the direction of the management and policies of such person, whether through the ownership
of voting securities, by contract, or otherwise.
18.3. “Applicable Laws ” shall mean (i) any law, statute, rule, regulation, order, circular, decree, directive,
judgment, decision or other similar mandate of any applicable central, national, state or local
governmental/regulatory authority having competent jurisdiction and force of law over, or applicable to You,
us or the subject matter in question, as may be amended from time to time, and (ii) shall without limitation
include any notification, circular, directive or other similar instruction issued by the ‘Financial Sector
Regulators' including but not limited to the Reserve Bank of India (RBI) and/or rules, regulations, roles,
responsibilities and processes as defined by NPCI on their www.npci.org.in.
18.4. “Chargeback” shall mean the reversal (such reversal being requested by a Facility Provider pursuant to
a request from the Facility Provider's customer) of the debit of the Transaction Amount that was charged by
You, where the reversal is approved by the Facility Provider following examination of the Transaction related
documents and information furnished by You, consequently resulting in Razorpay being charged the
Transaction Amount and charges, penalties or fines associated with processing the Chargeback.
18.5. “Chargeback Amount” shall mean the aggregate amount that the Facility Provider charges Razorpay
pursuant to a Chargeback.
18.6. “Chargeback Documents” has the meaning ascribed to the term in clause 2.1 of Part I: Specific Terms
for Online Payment Aggregation Services.
18.7. “Chargeback Request” means a claim for Chargeback by the Facility Provider's customer.
18.8. “Claims” means any claim asserted against the Merchant, that is paid or payable to a third party
pursuant to an order of a court of law, judicial and quasi-judicial authorities.
18.9. “Customer” means the Merchant's customer who will be making payments to the Merchant in
consideration for goods/services availed of by the customer from the Merchant.
18.10. “Device” means the point of sale (POS) or mobile point of sale (mPOS) devices on which the
Razorpay POS Software is enabled.
18.11. “Escrow Account” is an account held by Razorpay with an Escrow Bank for the purpose of receiving
the Transaction Amount and effecting settlements to You.
18.12. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account under the
Payment Aggregation Guidelines.
18.13. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake
settlements.
18.14. “Facility Providers” shall means banks, financial institutions, NPCI, technology service providers, or
other third parties facilitating the provisions of Services or any part thereof, including but not limited to (a)
acquiring banks, (b) banks issuing credit cards, debit cards, prepaid instruments and accounts, and (c) card
payment networks.
18.15. “Fee Credit” has the meaning ascribed to the term in clause 1.5 of Part I: Specific Terms for Online
Payment Aggregation Services.
18.16. “Import Collection Account” or “ICA” means the current account opened and maintained by Razorpay
with an AD-1 bank, as per PA-CB for the purpose of settlement of monies received from the Customers
importing goods and services from Merchants.
18.17. “KYC Guidelines” means KYC norms as set out in the Master Direction - Know Your Customer, 2016
notified by Reserve Bank of India through circular no. Master Direction
DBR.AML.BC.No.81/14.01.001/2015-16, to the extent applicable to the Services and as may be determined
by Razorpay or the Facility Providers. KYC means know-your-customer.
18.18. “NPCI” means the National Payments Corporation of India constituted pursuant to the provisions of
the Payment and Settlement Systems Act, 2007.
18.19. “OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of
America.
18.20. “Payment Aggregator Guidelines” means the RBI circular DPSS.CO.PD.No.1810/02.14.008/2019-20
dated March 17, 2020, including any amendments, clarifications, FAQs, etc. which may be issued from time
to time.
18.21. “Payment Aggregator – Cross Border Guidelines” or “PA – CB” means, as applicable, RBI circular
CO.DPSS.POLC.No.S-786/02-14-008/2023-24 dated October 31, 2023 including any amendments,
clarifications, FAQs, etc. which may be issued from time to time.
18.22. “Payment Instrument” includes credit card, debit card, bank account, prepaid payment instrument or
any other instrument issued under Applicable Law, used by a customer to pay the Transaction Amount.
18.23. “Permissible Deductions” means (a) fees charged by Razorpay; (b) Chargeback Amount including
fines and penalties; and (c) any other sum due and payable by You to Razorpay.
18.24. “Refund” means processing of Your request to Razorpay, for returning the Transaction Amount (or part
thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.
18.25. “RBI” shall mean the Reserve Bank of India.
18.26. “Terminal ID (TID)” shall mean an unique number assigned to a Merchant that is set up in the
Razorpay system. TIDs may also be associated with any Device at the discretion of Razorpay and the
Merchant. Any Device can be deactivated at any time at the request of the Merchant.
18.27. “Transaction” means an order or request placed by the customer with You (or a third-party vendor
availing of Your services) for purchasing goods/services from You, which results in a debit to the customer's
Payment Instrument.
18.28. “Transaction Amount” means the amount paid by the Customer in connection with Transaction.
PART B: SPECIFIC TERMS AND CONDITIONS
PART I - SPECIFIC TERMS FOR ONLINE PAYMENT
AGGREGATION SERVICES
1. PAYMENT PROCESSING
1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for Online
Payment Aggregation Services, Razorpay shall facilitate collection of online payments for products/services
sold by You. You agree that where any settlement amount is less than Rupee 1, Razorpay shall endeavour to,
but is not obligated to You, make such settlement.
1.2. Subject to Clause 2 and 3 of Part I: Specific Terms for Online Payment Aggregation Services, Specific
Terms for Online Payment Aggregation Services, Razorpay shall settle the Transaction Amount (net of
Permissible Deductions) into your account as per agreed timelines in compliance with the PA/PG guidelines.
The Merchant acknowledges and agrees that the foregoing is subject to credit to / receipt of funds by
Razorpay in the Escrow Account from acquiring banks or gateways.
1.3. If Razorpay settles the Transaction Amount under Part A: General Terms and Conditions or Part B:
Specific Terms and Conditions, at an earlier time than agreed above, Razorpay shall have an absolute right to
recover the Transaction Amount forthwith if the same is not received in the Escrow Account within three (3)
Escrow Bank Working Days following the date of the Transaction for any reason whatsoever.
1.4. Razorpay shall have an absolute right to place limits on the Transaction value.
1.5. You may choose to purchase Fee Credits from Razorpay in respect of the Services being rendered under
Part I: Specific Terms for Online Payment Aggregation Services. It is agreed that in respect of each
Transaction, Razorpay shall be entitled to deduct an amount equivalent to Razorpay fees along with
applicable taxes from the Fee Credit. You agree that if sufficient funds are not available in the Fee Credits,
then Razorpay shall be entitled to deduct Razorpay fees along with applicable taxes from the Transaction
Amount. “Fee Credits” are the credits using which You may receive the full settlement amount without any
fee deduction. For example, if You have a Fee Credit of INR 100 then all the Transactions will be settled in
full and the fees for these payments will be deducted from the Fee Credit of INR 100.
1.6. You agree that Razorpay shall be entitled, at its sole discretion, to recover any amounts from You that are
charged to Razorpay and/or debited by Facility Providers from accounts maintained by You or any reason
attributable to the provision of Services to You by way of deduction from (i) the Transaction Amount to be
settled to You and /or (ii) any of Your other funds held by Razorpay in the course of providing the Services. In
the event such set-off or recovery does not fully reimburse Razorpay for the liability owed, You shall pay
Razorpay a sum equal to any shortfall thereof.
1.7. You hereby acknowledge and agree that in case of reversal of Transaction Amount to Razorpay's Escrow
Account due to any reason, including but not limited to your bank (where your settlement account resides)
rejecting acceptance of the Transaction Amount for any reason whatsoever, Razorpay may refund the monies
to the source account from which it was received.
1.8. Notwithstanding anything set forth in the Terms, You acknowledge, agree and affirm that in the event
Razorpay in its absolute discretion determines that, for reasons including but not limited to internal decisions
or regulatory mandates, it is not feasible or suitable to settle the funds held in the Razorpay's Escrow Account
to you, Razorpay reserves the right to withhold such settlement and after giving prior notice to you, shall
refund the said amount back to the source account from which it was received.
1.9. Merchant hereby consents and confirms that, where any bank as a payment aggregator/payment
facilitator takes Razorpay services for processing settlement of funds for such Merchant, acting as Razorpay’s
partner bank, the Merchant authorizes Razorpay to make settlements to such partner bank or any third party,
whereby Merchant gives its instructions to such effect either directly to Razorpay or to such partner bank
which is made available to Razorpay by such partner bank. Additionally, the Merchant understands and
agrees that Razorpay may carry out KYC procedure for the said Merchant through any permissible means.
2. CHARGEBACKS
2.1. If a Facility Provider communicates to Razorpay the receipt of a Chargeback Request, You will be
notified of the Chargeback. You agree that liability for Chargeback, whether domestic or international, under
the Terms solely rests with You. You further agree that it is Your sole discretion whether to avail non-3D
secure services or not and additional terms for the same will apply as set out in the Merchant dashboard.
Subject to availability of funds, Razorpay upon receipt of a Chargeback Request shall forthwith deduct
Chargeback Amount from the Transaction Amounts, which may be used, based on the decision of the Facility
Provider, either to a) process Chargeback in favour of the customer or b) credit to You. For the avoidance of
doubt, Razorpay shall be entitled to deduct the Chargeback Amount upon receiving a Chargeback claim. You
shall be entitled to furnish to Razorpay documents and information (“Chargeback Documents”) pertaining to
the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the
aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said
Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other
period specified by the Facility Provider) of receiving notification of the Chargeback Request.
2.2. You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider
is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled
to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback
such that the said Chargeback Amount is credited to the customer's Payment Instrument.
2.3. Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from
Razorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amount
from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any of Your
other funds held by Razorpay in the course of providing the Services. Provided however, if the available
Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Razorpay
is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the
Chargeback Amount within seven (7) days of receipt of the debit note.
2.4. On the issuance of notice of termination under the Terms, Razorpay reserves the right to withhold from
each settlement made during the notice period, a sum computed based on a Stipulated Percentage (defined
hereinbelow) for a period of one hundred and twenty (120) days (“Withholding Term”) from the date of
termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After
processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, to You forthwith upon
completion of the Withholding Term. The ‘Stipulated Percentage' is the proportion of the Chargeback
Amounts out of the total Transaction Amounts settled during the subsistence of these Terms.
2.5. Notwithstanding anything in the Terms, if the amount withheld pursuant to clause 2.4 above is
insufficient to settle Chargebacks Amounts received during the Withholding Term, then Razorpay is entitled
to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback
Amount within seven (7) days of receipt of the debit note.
2.6. The following applies for Chargebacks associated with EMI products which are supported by Facility
Providers. For any loan cancellation requests, You need to respond to Razorpay within seven (7) working
days with a suitable response. If loan is to be cancelled, then the same needs to be informed to Razorpay and
if cancellation request is to be declined then You need to provide proof of delivery and justification. For loans
which would get cancelled on the basis of Your confirmation, the amount would be recovered from the daily
settlement.
3. REFUNDS
3.1. You agree and acknowledge that subject to availability of funds received in the Escrow Account, You are
entitled to effect Refunds at Your sole discretion.
3.2. You further agree and acknowledge that initiation of Refunds is at Your discretion and Razorpay shall
process a Refund only upon initiation of the same on the Platform.
3.3. All Refunds initiated by You shall be routed to the same payment method through which the Transaction
was processed.
3.4. You agree that Razorpay fees shall always be applicable and payable by You on each Transaction
irrespective of whether You have refunded the same to Your customer either through normal channels of
refunds or through the instant refund service of Razorpay affiliate (if availed).
3.5. You acknowledge and agree that for payments that are late authorized but not captured by You, Razorpay
may initiate auto-refund to the customer within five (5) days.
4. FRAUDULENT TRANSACTIONS
4.1. Subject to clause 2.1 and 2.2 of this Part I: Specific Terms for Online Payment Aggregation Services, if
Razorpay is intimated, by a Facility Provider, that a customer has reported an unauthorised debit of the
customer's Payment Instrument (“Fraudulent Transaction”), then in addition to its rights under clause 16 of
Part A: General Terms and Conditions, Razorpay shall be entitled to suspend settlements to You during the
pendency of inquiries, investigations and resolution thereof by the Facility Providers.
4.2. If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to these
Terms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be
resolved in accordance with the RBI's notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6,
2017 read with RBI's notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other
notifications, circulars and guidelines issued by the RBI in this regard from time to time.
4.3. Subject to clause 4.2 above, if the Fraudulent Transaction results in a Chargeback, then such Chargeback
shall be resolved in accordance with the provisions set out in the Terms.
4.4. You acknowledge that Razorpay shall not be responsible for any liability arising in respect of Fraudulent
Transactions whether it is an international or a domestic transaction.
4.5. You shall be liable in the event of breach of the fraud amount thresholds as provided under the NPCI
guideline on ‘Fraud liability guidelines on UPI transactions' NPCI/2022- 23/RMD/001. You hereby
understand and agree that the decision of the NPCI or the concerned acquiring bank, as the case may be, shall
be final and binding.
5. GENERAL
5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Terms
and Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, they
shall be construed harmoniously.
5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment Aggregation
Services of Part B shall have the meaning ascribed to such terms in Part A: General Terms and Conditions.
5.3. Clauses 2 and 4 of Part I: Specific Terms for Online Payment Aggregation Services of Part B shall
survive the termination of the Terms.
5.4. You hereby consent for Razorpay to share Your information/data, including activity related information
and personal information, with its Affiliates, for (i) the Affiliates to facilitate access to/market along with
Razorpay, such products and services as the Affiliates may deem You eligible; and/or (ii) to share such
information with Facility Providers (such as banks, NBFCs) associated with the Affiliates, for such Facility
Providers to assess Your eligibility for the proposed products and services. To revoke or modify such consent
please reach out to support.razorpay.com.
5.5. You hereby agree and confirm that in case You have opted for a loan/line of credit or any other similar
product through Razorpay's affiliates/group companies, and its Facility Providers/lending partners, You
hereby acknowledge, confirm, agree and provide unconditional consent that Razorpay may facilitate its
affiliates/group companies which reserve the right to recover the outstanding dues from the positive balance
as maintained by You with Razorpay. Depending on the type of loan product opted by You: (i) where NACH
mandate provided by You as the first mode of repayment fails due to insufficient balance, recovery shall
happen from your positive balance maintained with Razorpay, provided You have not completed repayment
to lending partner of Razorpay affiliate/group companies through any other mode; or (ii) where your positive
balance is first mode of repayment, recovery shall happen from the same.
5.6. You hereby agree that Razorpay may deduct amounts from Your settlement account in accordance with
instructions provided by You to Razorpay. Razorpay may first deduct its fees and other liabilities, including
but not limited to chargebacks, fines, and penalties followed by other deductions, based on the chronological
order of the instructions received from You.
6. COMPLIANCE WITH PAYMENT AGGREGATOR
GUIDELINES
6.1. You represent and warrant that (i) You shall during the entire term of the usage of the Services,
implement, observe and comply with applicable requirements prescribed under Applicable Laws, including
but not limited to the provisions of the Payment Aggregator Guidelines. You shall further ensure that Your
operations are in compliance with the Payment Aggregator Guidelines and You shall not undertake any action
in breach of the same (ii) You shall on Your website/web app/mobile site/mobile app clearly indicate/display
(a) the return and refund policy of Your products/services to Your customers, including the timelines for
processing such returns, refunds or cancellations; and (b) the general terms of use and conditions of use by
Your customers. You shall ensure that You deliver products and services in accordance with instructions of
the customers. (iii) You shall at no time hold, store, copy or keep any customer data relating to a customer's
Payment Instrument and shall notify in writing to Razorpay without any delay if You suspect or have become
aware of a possible security breach related to any customer data. (iv) You shall not store any data pertaining
to the Payment Instrument / customer Payment Instrument credentials. On demand, You shall provide a
written confirmation, in a form and manner acceptable to Razorpay and Facility Providers, certifying
compliance to this aspect.
6.2. You shall set up a comprehensive customer grievance redressal mechanism which provides the procedure
for addressing complaints received from Your customer and You shall include the details of the person
designated by You for handling such customer complaints. It is clarified that such customer grievance
redressal mechanism shall provide the facility to the customers for registering their complaints over phone,
email, or any other electronic means. You shall respond to such grievances or complaints received from Your
customers within a period of 5 (five) business days from the date of receiving such grievance or complaint.
You shall be solely responsible for sorting or handling any complaints received against You.
6.3. You shall comply with or enter into an agreement with a third party service provider of payment
processing services for compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), as
may be amended from time to time, and the Payment Application-Data Security Standard (“PA-DSS”), if
applicable. You shall also submit an annual report in writing to Razorpay signifying proof of compliance with
the above. If You become aware that You will not be or are likely not to be, in compliance with PCI DSS or
PA DSS for any reason, You will promptly report in writing to Razorpay such non-compliance or likely noncompliance.
6.5. You shall provide Razorpay with evidence of compliances listed in this clause 6 at Razorpay's request
and provide, or make available, to Razorpay copies of any audit, scanning results or related documents
relating to such compliance. Notwithstanding the above, Razorpay shall have the right to conduct a security
audit to check Your compliance with this clause 6 and in such cases, You shall extend full cooperation to
Razorpay and its representatives so as to enable them to conduct the audit to their sole satisfaction.
6.6. You agree to implement, maintain and enforce appropriate measures for the security and privacy of
customer data in accordance with Applicable Laws. You shall promptly report security incidents or breaches
involving customer data to https://razorpay.com/grievances/.
7. SERVICE DESCRIPTIONS
7.1 Optimizer
For the purpose of these services, unless the context otherwise requires:
(a) “Optimizer Services” means a technology solution developed by Razorpay which enables You to route
Your payments through specific payment gateways based on Your business conditions and preferences. This
solution is a software layer on top of Your payment to route every payment request received for Your unique
id, based on the rules created by You on Optimizer's merchant facing dashboard.
(b) “Optimizer Transaction” means any transaction routed by You through the Optimizer Services, which
involves an order or request placed by the customer with You by paying the Optimizer Transaction Amount to
You, while using the services of any payment gateway or payment aggregator.
(c) “Optimizer Transaction Amount” means the amount paid by the customer to You which is then routed
by You through the Optimizer Services.
(d) You agree that the Optimizer Services are being provided by Razorpay solely as a software as a solution
(SaaS) provider. The Optimizer Services are independent and separate from the other Services being provided
to You. It is clarified that, for these Optimizer Services, Razorpay's role will strictly be that of a SaaS provider
and will not be that of a payment service provider.
(e) You hereby consent Razorpay to use or process any type of data shared by You for the provision of the
Optimizer Services.
(f) Razorpay shall have the right to charge additional fees for provision of the Optimizer Services.
(g) You shall for Your omission/commission indemnify and hold Razorpay, its directors, managers, officers,
employees and agents harmless from and against all losses arising from claims, demands, actions or other
proceedings as a result of disputes or claims raised by any payment gateway / payment aggregator in relation
to Optimizer Services.
7.2. Value Added Services
(a) You may opt for certain value added services available on the dashboard which will be subject to an
additional charge to be agreed upon by the parties. Such charges are to be paid on a monthly / quarterly /
annual basis or other frequency as may be agreed mutually. You hereby consent that payments towards such
value added services shall be deducted from the settlement amount payable from Escrow Account under these
Terms.
(b) In addition to the above, You acknowledge that Razorpay provides as a value added service certain
customisable templates for website terms of use and conditions, return and refund and shipping policy,
privacy policy, etc. (together, “Customisable Templates”) which You may choose to use to display on Your
website / web app / mobile site / mobile app / other digital app in order to comply with Your obligations under
the Payment Aggregator Guidelines. You acknowledge and agree that: (a) the Customisable Templates are
available during the onboarding process to be used at Your sole discretion; (b) Razorpay provides the
Customisable Templates on an “as is” basis; and (iii) You represent and warrant (i) that it is Your sole
responsibility to verify the suitability of the Customisable Templates for Your products/services, (ii) that You
have sought independent legal advice prior to using the Customisable Templates, (iii) that You absolve
Razorpay of any liability arising from the use of the Customisable Templates, (iv) that You have read and
modified the Customisable Templates as necessary before publishing on Your website / web app / mobile site
/ mobile app. Notwithstanding anything to the contrary in these Terms, Razorpay expressly disclaims all
liability in respect of any actions or omissions based on any or all of the Customisable Templates. Razorpay
does not necessarily endorse and is not responsible for any third-party content that may be accessed through
the Customisable Templates.
8. SPECIFIC TERMS FOR SNRR MERCHANTS
You agree that the following terms shall only apply in case You hold a Special Non-Resident Rupee Account
(“SNRR Account”) pursuant to the RBI ‘Master Direction - Deposits and Accounts' dated January 1, 2016
and Circular on ‘Non-resident Rupee Accounts – Review of Policy' dated November 22, 2019 detailed
hereinbelow.
8.1. Any person resident outside India, having a business interest in India shall open an SNRR Account with
an authorised dealer for the purpose of putting through bona fide transactions in rupees, not involving any
violation of provisions of Applicable Laws. The business interest, apart from generic business interest, shall
include the following INR transactions, namely :-
(a) Investments made in India in accordance with Foreign Exchange Management (Non-debt Instruments)
Rules, 2019 dated October 17, 2019 and Foreign Exchange Management (Debt Instruments) Regulations,
2019 notified vide notification no. FEMA 396/2019-RB dated October 17, 2019, as applicable, as amended
from time to time;
(b) Import of goods and services in accordance with Section 5 of the Foreign Exchange Management Act
1999 (42 of 1999), read with Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign Exchange
Management (Current Account Transaction) Rules, 2000, as amended from time to time;
(c) Export of goods and services in accordance with Section 7 of the Foreign Exchange Management Act
1999 (42 of 1999), read with Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign Exchange
Management (Current Account Transactions) Rules, 2000, as amended from time to time, and further read
with FEMA Notification No.23(R)/2015-RB dated January 12, 2016, as amended from time to time;
(d) Trade credit transactions and lending under External Commercial Borrowings (ECB) framework in
accordance with Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, as amended
from time to time; and
(e) Business related transactions outside International Financial Service Centre (IFSC) by IFSC units at GIFT
city like administrative expenses in INR outside IFSC, INR amount from sale of scrap, government
incentives in INR, etc. The account will be maintained with a bank in India (outside IFSC).
8.2. The SNRR Account shall carry the nomenclature of the specific business for which it is in operation.
Indian banks may, at its discretion, maintain a separate SNRR Account for each category of transactions or a
single SNRR Account for a person resident outside India engaged in multiple categories of transactions
provided it is able to identify/segregate and account them category-wise.
8.3. You shall ensure that the operations in the SNRR Account shall not result in the account holder making
available foreign exchange to any person resident in India against reimbursement in rupees or in any other
manner.
8.4. The SNRR Account shall not bear any interest.
8.5. The debits and credits in the SNRR Account shall be specific/incidental to the business proposed to be
done by the account holder.
8.6. The tenure of the SNRR Account shall be concurrent to the tenure of the contract / period of operation /
the business of the account holder and in no case shall exceed seven years. Approval of the RBI shall be
obtained in cases requiring renewal, provided the restriction of seven years shall not be applicable to SNRR
accounts opened for the purposes stated at sub. paragraphs i to v of paragraph 1 of Schedule 4 of Regulation
5(4) of Foreign Exchange Management (Deposit) Regulations, 2016.
8.7. All the operations in the SNRR Account shall be in accordance with the provisions of the Act, rules and
regulations made thereunder.
8.8. The balances in the SNRR Account shall be eligible for repatriation.
8.9. You shall not transfer from any Non-Resident Ordinary account (“NRO”) account to the SNRR Account.
8.10. All transactions in the SNRR Account shall be subject to payment of applicable taxes in India.
8.11. SNRR Account may be designated as resident rupee account on the account holder becoming a resident.
8.12. The amount due/ payable to non-resident nominee from the account of a deceased account holder, shall
be credited to NRO account of the nominee with an authorised dealer/ authorised bank in India.
8.13. The transactions in the SNRR Account shall be reported to the RBI in accordance with the directions
issued by it from time to time.
8.14. You shall ensure that You have prior approval of RBI in case You have entities incorporated in Pakistan
and/or Bangladesh or You are a Pakistan or Bangladesh national.
9. SPECIFIC TERMS FOR GAMING MERCHANTS
These terms in this section shall only apply if You are a gaming merchant.
9.1. You represent and warrant to Razorpay that:
(a) You do not engage in any activity that violates any Applicable Law pertaining to gaming, gambling,
betting or wagering.
(b) No services provided by You to any customer (“Merchant Services”) are of a nature that may be
construed as a competition/contest/game/sport/event (online or offline) whose outcome is based merely or
preponderantly or predominantly on chance.
(c) The Merchant services are at all times in compliance with all Applicable Laws including pertaining to
restriction or prohibition on gambling, betting, wagering and gaming activities.
(d) The provision of the Merchant Services to customers in the states of Nagaland and Sikkim (if so provided)
are in accordance with the Applicable Laws of these states and You have obtained and hold all necessary and
valid licenses and registrations to provide the Merchant Services in Nagaland and Sikkim.
(e) No Merchant services including facilitation, hosting or providing a platform for any
competition/contest/game/sport/event (online or offline) for monies are rendered by it to (i) any customers in
the states of Telangana, Odisha and Assam or (ii) any customers who are residents of the states of Telangana,
Odisha and Assam.
9.2. The representations and warranties set out in clause 9.1. above shall be repeated on each day during the
term of these Terms.
9.3. You hereby agree and undertake to provide at the time of commencing use of the Services a written
confirmation, in a form and manner set out below, certifying that the representations and warranties set out in
clause 9.1 above are true and correct. You agree that we may require you to provide a fresh confirmation on
demand at any time during Your use of the Services.
9.4. Notwithstanding any other provision of the Terms for gaming merchants , You shall indemnify and hold
Razorpay, its affiliates, and each of their directors, managers, officers, employees and agents harmless from
and against all losses (including any losses that are special, incidental, indirect, consequential, exemplary or
punitive in nature) arising from claims, demands, actions or other proceedings as a result of or on account of
(a) any of Your representations or warranties as set out in Clause 9.1 above being breached or becoming
untrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining to
gaming, gambling, betting or wagering.
Form of Undertaking for gaming merchants
LETTER OF UNDERTAKING
(On merchant's letter head)
Date:
To,
Razorpay Software Private Limited,
SJR Cyber, 1st Floor,
22 Laskar-Hosur Road, Adugodi,
Bangalore - 560030
Subject: Undertaking to comply, stay fully compliant from time to time, with applicable laws, including but
not limited to, gaming laws, rules, regulations, among others.
Sir/Madam,
M/s._________
