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, non-exclusive, 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 nonfungible
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 91 of CrPC.

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.
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 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.
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. “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.
18.2. “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
website www.npci.org.in.
18.3. “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.
18.4. “Chargeback Amount” shall mean the aggregate amount that the Facility Provider charges Razorpay pursuant to a Chargeback.
18.5. “Chargeback Documents” has the meaning ascribed to the term in clause 2.1 of Part I: Specific Terms for Online Payment
Aggregation Services.
18.6. “Chargeback Request” means a claim for Chargeback by the Facility Provider's customer.
18.7. “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.
18.8. “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.
18.9. “Device” means the point of sale (POS) or mobile point of sale (mPOS) devices on which the Razorpay POS Software is enabled.
18.10. “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.
18.11. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account under the Payment Aggregation
Guidelines.
18.12. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake settlements.
18.13. “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.
18.14. “Fee Credit ” has the meaning ascribed to the term in clause 1.5 of Part I: Specific Terms for Online Payment Aggregation
Services.
18.15. “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.
18.16. “NPCI” means the National Payments Corporation of India constituted pursuant to the provisions of the Payment and Settlement
Systems Act, 2007.
18.17. “OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of America.
18.18. “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.
18.19. “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.
18.20. “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.
18.21. “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.
18.22. “RBI” shall mean the Reserve Bank of India.
18.23. “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.
18.24. “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.
18.25. “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