GENERAL TERMS OF USE
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.
Whereas the Merchant intends to avail online as well
as offline payment aggregation & settlement (“Services”), the Merchant
understands that online Services will be provided by Razorpay Software Private
Limited (“Razorpay”), whereas offline Services will be provided by Ezetap
Mobile Solutions Private Limited (Razorpay POS), an Affiliate company of
Razorpay. The Merchant understands that the provision of Online Services by
Razorpay will be governed by General Terms of Use along with Part A (Specific
Terms of Use Razorpay) enumerated below, whereas the provision of Offline
Services by Razorpay POS will be governed by General Terms of Use along with
Part B (Specific Terms of Use - Razorpay POS) enumerated below. For the
avoidance of doubt, the reference to Razorpay under General Terms of Use shall
include Razorpay POS as well.
These terms including annexures
and links herein, apply to your use ofwww.razorpay.com, any other linked pages, API
keys, features, content or application services (including but without
limitation to any mobile application, mobile site services) (“Website”) owned and operated by
Razorpay Software Private Limited (‘'Razorpay''),
a company incorporated under the provisions of the Companies Act,
1956 and having its registered office at 1st Floor,
SJR Cyber, 22 Laskar Hosur Road, Adugodi Bangalore Bangalore KA IN
560030.“We”,
“Us”, “Our”- shall refer to Razorpay.“You”,
“Yours”, “Yourself”, “Merchant”- refers to any non-registered individual or
corporate body, registered user of Razorpay including but not limited to
Razorpay merchants. “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 websitewww.npci.org.in.
Before You may use the Website, You must read all of
theseGeneral Terms of Useand theSpecific Terms of Use(defined below) (hereinafter together
referred to as the “Terms”) and thePrivacy
Policyprovided on the Website. By using Razorpay and its affiliates'
products, software, services, and the Website or by availing any products
offered by Razorpay's partner institutions/lending partners, banks, financial
institutions, NPCI, and technology service providers, card payment networks, (“Facility Providers”) or third parties
(“Services”), You understand and
agree that Razorpay will treat Your use of the Services as acceptance of these
Terms from such point of usage. You agree that Razorpay reserves the right to
update the Services from time to time.
You acknowledge and agree that all references to
“Razorpay” shall mean the Razorpay affiliate for the Specific Terms of Use. You
further agree that any claims relating to or arising from the Specific Terms of
Use shall be brought solely against such Razorpay affiliates providing Services.
Razorpay shall have no liability in respect of the same. You may not use the
Services if You do not accept the Terms. If You do not agree to be bound by
these Terms and thePrivacy Policy, You may not use the Website in
any way. It is strongly recommended for You to return to this page periodically
to review the most current version of the Terms in force. Razorpay reserves the
right at any time, at its sole discretion, to change or otherwise modify the
Terms without prior notice, and Your continued access or use of the Website
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 use of the Website. We may
require You to agree to additional terms (if any) in connection with specific
services that You may avail from time to time. The Services provided by
Razorpay through the Website are available and are appropriate only for use in
India.
1. PROPRIETARY RIGHTS
2. USAGE OF THE WEBSITE AND USE OF SERVICES BY
THE USER
3. PAYMENT
5. THIRD PARTY LINKS/OFFERS
6. OUR PARTNERS
7. DISCLAIMER OF WARRANTY
8. LIMITATION OF LIABILITY
9. INDEMNITY
10. CARD ASSOCIATION RULES
11. WAIVER
12. FORCE MAJEURE
13. ANTI BRIBERY AND SANCTIONS LAWS
14. ADDITIONAL TERMS
15. ADVERTISING
16. SUSPENSION AND TERMINATION
17. PROHIBITED PRODUCTS AND SERVICES
PART A - Specific Terms of Use (Razorpay -
Online Payment Aggregation Services)
A. Payment Aggregation Services
1. PAYMENT PROCESSING
2. CHARGEBACKS
3. REFUNDS
4. FRAUDULENT TRANSACTIONS
5. GENERAL
6. COMPLIANCE WITH PAYMENT AGGREGATOR GUIDELINES
7. SERVICE DESCRIPTIONS
8. SPECIFIC TERMS FOR SNRR MERCHANTS
9. SPECIFIC TERMS FOR GAMING MERCHANTS
Form of Undertaking for gaming merchants
B. Specific Terms For E-Mandate Services
C. Specific Terms For TokenHQ Services
D. Specific Terms For Subscriptions Services
E. Razorpay Partner Program
F. Magic Checkout
1. PRIVACY AND DATA PROTECTION RIGHTS
2. RTO PROTECTION
PART B - Specific Terms of Use (Razorpay POS - Offline POS Devices
& Payment Aggregation Services)
1. SERVICES
2. Chargebacks
3. Refunds
4. PAYMENT
x
1.1. You acknowledge and agree that Razorpay owns
all rights, title and interest in and to the Services, including any
intellectual property rights which subsist in the Services (whether registered
or not). You further acknowledge that the Services may contain information
which is designated confidential by Razorpay and that You shall not disclose
such information without Razorpay's prior written consent.
1.2. Razorpay grants You a personal, non-exclusive,
non-transferable, limited privilege to avail the Services and make personal use
of the Website and/or the Services. This license does not confer any right to
download, copy, create a derivative work, modify, reverse engineer, reverse
assemble 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. You do not have the right to use any of Razorpay's trade names,
trademarks, service marks, logos, domain names, and other distinctive brand
features. You do not have the right to remove, obscure, or alter any
proprietary rights notices (including trademark and copyright notices), which
may be affixed to or contained within the Services. You will not copy or transmit
any of the Services.
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 will be
responsible for all use of the Website and/ or Services by You and anyone using
Your password and login information (with or without our permission). You are
responsible for maintaining the confidentiality of any login information and
secure access credentials associated with Your Razorpay account. Accordingly,
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 also agree to provide true, accurate,
current and complete information about Yourself as and when prompted by the
Website. 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 suspend or terminate
Your account and/or refuse any and all current or future use of the Website (or
any portion thereof) or Services in connection thereto.
2.3. By making use of the Website, and furnishing
Your contact details, You hereby agree that You are interested in knowing more
or availing and/or purchasing various products, services that Razorpay or any
other third party may offer to /provide to /share with /send to You from time
to time through any means including but not limited to telephone, SMS (short
messaging service), electronic mail (email), whatsapp or any other messaging
service/mobile application or any other physical, electronic or digital
means/mode. You hereby agree that Razorpay may contact You either electronically
or through phone, to understand Your interest in the selected products and
Services and to fulfil Your demand or complete Your application. Further, You
also expressly agree and authorize Razorpay, its partners, service providers,
vendors and other third parties to contact You for the purpose of (i) offering
or inviting Your interest in availing other products or services offered by
third parties, or (ii) for sending other marketing campaigns, offers, or any
other information either on the Website or through other means including but
not limited to telephone, SMS (short messaging service), electronic mail
(e-mail), whatsapp or any other messaging service/mobile application or any
other physical, electronic or digital means/mode.
2.4. You specifically understand and agree that by
using the Website You authorize Razorpay, its affiliates, partners and third
parties to contact You for any follow up calls in relation to the Services
provided through the Website and/ or for offering or inviting Your interest in
availing any other product or service offered by Razorpay or such third
parties. You agree and consent to receive communications relating to all of the
above on Your phone/mobile number (if any provided) by You on the Website and
expressly waive any registration or preference made under DND/NCPR list under
the applicable Telecom Regulatory Authority of India (TRAI) regulations.
2.5. You agree and authorize Razorpay to share Your
information and make Your details available to its partner banks/financial
institutions, its group companies, affiliates, vendors, service
providers/Facility Providers and other third parties, in so far as required for
providing various products and services and/or to provide You with various
value-added services, in association with the Services selected by You or
generally otherwise. You agree to receive communications through emails,
telephone and/or SMS, from Razorpay or third parties. If You request not to
receive such communication/marketing material any further, it shall be applicable
prospectively only and shall not apply in respect to Your data already shared
by Razorpay in accordance with this clause upon Your prior consent.
2.6. You agree and acknowledge
that for undertaking any payment and/or financial transaction through the
Website, Razorpay may undertake due diligence measures and seek information
required for Know-Your- Customer (“KYC”)
purpose which as a customer/merchant You are obliged to give in accordance with
Applicable Laws. You agree and acknowledge that Razorpay can undertake enhanced
due diligence measures (including any documentation), to satisfy itself
relating to its 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 of Your specific jurisdiction, 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, Know
Your Customer (KYC) / Anti-Money Laundering (AML) /
Combating Financing of Terrorism (CFT) guidelines issued by the
Department of Regulation, RBI as may be amended from
time to time (the "KYC GUIDELINES")
etc., that may be applicable to You in connection with Your business and use of
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 ofinter aliaYou 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 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 Website 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, as may be necessary to complete Your profile or Your application on
the Website, conduct due diligence on You, undertake KYC checks by itself or
any other third party and/or to provide You Services through this Website.
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 Website and/ or
Services for any purpose that is unlawful, illegal or forbidden by these Terms,
or any local laws that might apply to You. Since the Website is in operation in
India, while using the Website and/ or the Services, You shall agree to comply
with laws that apply in India. 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 Website and/ or Services.
2.13. You are prohibited from posting or
transmitting to or through this Website: (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 Website.
2.14. You represent 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 andoperate Your business.
(b) You
have the full legal capacity and power to enter into, exercise Your rights
under, and perform Your obligations under theseTerms.
(c) The
execution, delivery and performance of these Terms has been authorized by all
necessary corporate and organizational actionsincluding 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 any or all Services, at Razorpay's sole
discretion, and You shall be liable to indemnify Razorpay from the losses
arising from such breach.
2.15. You further covenant and agree that You shall
ensure that:
(a) Your
use of the Services and sale of Your products/services are solely for Your own
bona fide business activities which are incompliance 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 enteringinto 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 or Youraffiliates.
(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.
(f) You
hold informed consent of Your customers to share customer's information with
Razorpay and its affiliates in connection with theServices and/or for the
purposes of sharing with governmental authorities as and when demanded under
Applicable Laws, for the purpose of transaction tracking, fraud prevention, or
otherwise required pursuant to regulatory authorities' orders and/or notices
including but not limited to notices under Section 91 of CrPC.
2.16.
You acknowledge that the Services are of complex
nature and require the intervention of the Facility Providers. You
acknowledgeand agree that Razorpay shall only be liable for acts or omissions
which are solely and directly attributable to Razorpay.
2.17.
In order to avail the Services, You shall take
all necessary steps to facilitate the integration of Razorpay's solutions with
Yourplatform. 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.
2.18.
You shall assist Razorpay in furnishing to its
auditors, the Facility Providers, governmental authorities, or law
enforcementagencies, 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.
2.19.
You shall not (whether online or otherwise): (i)
describe Yourself as an agent or representative of Razorpay or the
FacilityProvider; (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.
2.20.
When a customer purchases a goods or services
from You, You may, in Your sole discretion, impose any convenience fee on
thecustomer. 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.
3.1. 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.
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 months. 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)
working days. However, if any reconciliation issue is highlighted by You to
Razorpay after three (3) working days from the transaction date, Razorpay shall
not be responsible or liable in any way whatsoever in case such queries and/or
concerns are not resolved.
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 the timelines prescribed
so as to enable Razorpay to obtain full credit for the taxes deducted at
source.
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.
4. PRIVACY
POLICY
By using the Website, You hereby consent to the use
of Your information as we have outlined in ourPrivacy
Policy.
This Website may provide links to other websites or
resources. Since Razorpay has no control over such third-party websites and
resources, You acknowledge and agree that Razorpay is not responsible for the
availability of such external sites or resources, and does not endorse and is
not responsible or liable for any content, advertising, products or other
materials on or available from such sites or resources. 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.
This Website 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 of use and
conditions can be accessedhere.
Razorpay warrants that the Service(s) shall be
provided materially in accordance with the services documentation available on
the Website. Razorpay warrants that the Service(s) will perform in all material
respects in accordance with these Terms. To the maximum extent permitted by
Applicable Laws and except as stated in these Terms, the Services are provided
on an “as is” basis. You acknowledge that Razorpay does not warrant that the
Service(s)s will be uninterrupted or error free or fit for Your specific
business purposes.
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
Website), or (ii) any use of the Website or content, 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 Website or Your downloading of any content
from the Website. The Website may provide links to other third-party websites.
However, since Razorpay has no control over such third-party websites, You
acknowledge and agree that Razorpay is not responsible for the availability of
such third-party websites and does not endorse and is not responsible or liable
for any content, advertising, products or other materials on or available from
such third-party websites. 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
third-party websites. Such third-party websites may have separate terms and
conditions and privacy policy, and which are independent of Razorpay and
therefore, we advise You to read the terms of use and conditions available on
such websites before You access any such third- party website.
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
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 Website or any disputes between You and any third party.
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. 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. 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.
Any failure or delay by Razorpay to enforce or
exercise any provision of these Terms, or any related right, shall not
constitute a waiver by Razorpay of that provision or right. The exercise of one
or more of Razorpay's rights hereunder shall not be a waiver of, or preclude
the exercise of, any rights or remedies available to Razorpay under these Terms
or in law or at equity. Any waiver of any provision shall only be effective if
made in writing and executed by a duly authorized officer of Razorpay.
If performance of Services/Website 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
Website, 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.
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.
14.1. You may 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. 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 thesame. If You take any legal action relating to Your use of the
Website 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
theright 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. Upon any change, Your continued use of the Services and
ancillary services constitutes acceptance of the changes and an agreement to be
bound by Terms, as amended. If You do not agree to the changes, You may please
discontinue Your use of the Services.
14.2. 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 todcc_invoice@razorpay.com,
by providing the payment ID and end user contact number, to get invoices for
DCC transactions.
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,
and social media advertising platforms etc.
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.
(c) Razorpay
receives instructions from Facility Providers or governmental authorities or
law enforcement agencies to either suspend theServices, 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 otherpolicies.
(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 ofServices.
(g) Your
products / services infringe, or are suspected of infringing, intellectual
property rights, copyrightable works, patentedinventions, 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, withoutobtaining 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 Services and continue until terminated by You or Razorpay.
Wemay 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 requires 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
tostop 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.
1. Adult
goods and services which includes pornography and other sexually suggestive
materials (including literature, imagery and othermedia); 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 endorsementthat 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 magicmushrooms;
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 tosoftware, 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 includes literature, products or other materials that: (a) Defame
or slander any person or groups of peoplebased 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/industrialsolvents; 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 orinternational, 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 proneto Buy & 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. Webbased telephony, Website supplying
medicines or controlled substances, website that promise online match-making);
36. Businesses
out rightly banned by law (e.g. Betting & Gambling/ publications or content
that is likely to be interpreted by theauthorities 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 pyramidmarketing 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 & conditions mentioned in these Terms;
38. Mailing
lists;
39. Virtual
currency, cryptocurrency and other crypto products (like non-fungible tokens or
NFTs), prohibited investments forcommercial 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 additions / changes by
Razorpay, based on instructions received from Facility Providers, without any
prior intimation to You.
18. DEFINITIONS:
18.1. “Affiliate” means, with respect to a
Party, any entity that directly or indirectly controls, is controlled by, or is
under common control with such Party, 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” means 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 application to the Party or subject matter in question, as may
be amended from time to time. Applicable Laws 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. Applicable Laws also include rules, regulations, roles, responsibilities
and processes as defined by NPCI on their websitewww.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 3.1 hereunder.
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 Software is
enabled.
18.10. “Escrow Account” or “ Nodal Account ” is
an account held by Razorpay with an Escrow Bank or nodal bank, as applicable
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 / Nodal Account under
Payment Aggregation Guidelines.
18.12. “Escrow Bank Working Days” means days on
which the Escrow Bank is operational to undertake settlements.
18.13. “Fee Credit” has the meaning ascribed to
the term in Clause 2.5 hereunder.
18.14. “KYC” means know your customer norms as set
out in the Master Direction- Know Your Customer (KYC), 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.
18.15. “OFAC” means the Office of Foreign
Assets Control constituted under the law of the United States of America.
18.16. “Payment Aggregator Guidelines” means,
as applicable, the RBI circular DPSS.CO.PD.NO.1102/02.14.08/2009-10 dated
November 24, 2009 or 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.
18.17. “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
18.18. “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.
18.19. “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.
18.20. “Terminal ID (TID)” shall mean an unique
number assigned to a Merchant that is set up in the Razorpay system. TIDs can
be associated with any Device at the discretion of Razorpay and the Merchant.
Any Device can be de-activated at any time at the request of the Merchant.
18.21. “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.
18.22. “Transaction Amount” means the amount
paid by the customer in connection with Transaction.
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 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 chargepreviously.
(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.
1.1. Subject to the General Terms of Use read with
the Specific Terms of Use for Payment Aggregation Services, Razorpay shall
facilitate collection of online payments for products/ services sold by You.
1.2. Subject to Clause 3 and 4 hereunder, Razorpay
shall settle the Transaction Amount (net of Permissible Deductions) into Your
account within two (2) Escrow Bank working days following the date of the
Transaction.
1.3. If Razorpay settles the Transaction Amount
under the General Terms of Use or any Specific Terms of Use thereunder, 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 this
Specific Terms of Use for 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
("Fee Credit" ).
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 Nodal Account/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. You also acknowledge, agree & 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/nodal account to you, Razorpay reserves the right to withhold such
settlement & after giving prior notice to you, shall refund the said amount
back to the source account from which it was received.
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 General Terms of Use or any Specific Terms
of Use thereunder rests with You. You further agree that it is Your sole
discretion whether to avail non-3D secure services or not. 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 of this
Specific Terms of Use for Payment Aggregation Services or the General Terms of
Use, 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 this Specific Terms
of Use, if the amount withheld pursuant to Clause 3.4 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 7 working
days with a suitable response. If loan is to be cancelled, then the same needs
to be informed to Razorpay and if cancellation request is to be declined then
You need to provide proof of delivery and justification. For loans which would
get cancelled on the basis of Your confirmation, the amount would be recovered
from the daily settlement.
3.1. You agree and acknowledge that subject to
availability of funds received in the Escrow Account, You are entitled to
effect Refunds at Your sole discretion.
3.2. You further agree and acknowledge that
initiation of Refunds is at Your discretion and Razorpay shall process a Refund
only upon initiation of the same on the Website.
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.
4.1. Subject to Clause 3.1 and 3.2, 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 the General Terms of Use, 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 5.2 above, if the Fraudulent
Transaction results in a Chargeback, then such Chargeback shall be resolved in
accordance with the provisions set out in the Terms.
4.4. You acknowledge that Razorpay shall not be
responsible for any liability arising in respect of Fraudulent Transactions
whether it is an international or a domestic transaction.
4.5. You shall be liable in the event of breach of
the fraud amount thresholds as provided under the NPCI guideline on ‘Fraud
liability guidelines on UPI transactions' NPCI/2022- 23/RMD/001. You hereby
understand and agree that the decision of the NPCI or the concerned acquiring
bank, as the case may be, shall be final and binding.
5.1. In the event of any conflict between the
General Terms of Use and Specific Terms of Use, the Specific Terms of Use shall
prevail over the General Terms of Use. To the maximum extent feasible, they
shall be construed harmoniously.
5.2. Capitalised Terms used herein but not defined
in this Specific Terms of Use shall have the meaning ascribed to such terms in
the General Terms of Use.
5.3. Clauses 3 and 5 hereinabove shall survive the
termination of the Terms
5.4. You hereby confirm that Razorpay can share Your
activity-related information/data with its affiliates/group companies, for (i)
to facilitate access to/market along with Razorpay, such products and services
as the affiliates/group companies may deem You eligible; and/or (ii) to share
such information with facility providers (such as banks, NBFCs) associated with
the affiliates/group companies, for such facility providers to assess Your
eligibility for the proposed products and services.
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, You hereby acknowledge, confirm, agree
and provide unconditional consent that Razorpay may faciliate 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. In case of insufficient
balance, NACH mandate provided by You shall be used for recovery, provided You
have not completed repayment to lending partner of Razorpay affiliate/group
companies through any other mode.
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 Law 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 of 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 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.
6.4. 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
non-compliance.
6.5. You shall provide Razorpay with evidence of
compliances listed in this Clause 7 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 co-operation to Razorpay
and its representatives so as to enable them to conduct the audit to their sole
satisfaction.
6.6. You agree to adopt and enforce any information
security requirement that Razorpay may deem advisable in order to facilitate
reasonable security processes and procedures.
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 works as 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. TheOptimizer 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 agentsharmless 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
agreedupon by the parties. Such charges are to be paid on a monthly / quarterly
/ annual basis or other frequency as may be agreed between the parties. 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
termsof 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 taken or not taken based on
any or all of the Customisable Templates. Razorpay does not necessarily endorse
and is not responsible for any third-party content that may be accessed through
the Customisable Templates.
You agree that the following terms shall only apply
in case You hold a Special Non-Resident Rupee Account (“SNRR Account”) pursuant to the RBI ‘Master Direction - Deposits and
Accounts' dated January 1, 2016 and Circular on ‘Non-resident Rupee Accounts –
Review of Policy' dated November 22, 2019 detailed hereinbelow:
8.1. Any person resident outside India, having a
business interest in India shall open an SNRR Account with an authorised dealer
for the purpose of putting through bona fide transactions in rupees, not
involving any violation of the provisions of the Act, rules and regulations
made thereunder. 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
withNotification 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
withNotification 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
ForeignExchange 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
administrativeexpenses in INR outside IFSC, INR amount from sale of scrap,
government incentives in INR, etc. The account will be maintained with 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 bank may, at itsdiscretion, 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 exchangeto 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 accountholder 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 madethereunder.
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 accountof 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 Youare a Pakistan or Bangladesh
national.
These terms shall only apply if You are a gaming
merchant identified specifically in this Specific Terms for the gaming
merchants.
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 ongambling, 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 oroffline) 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 10.1. above shall be repeated
on each day during the term of these Terms.
9.3. You
hereby agree and undertake to provide a written confirmation, in a form and
manner set out below certifying that therepresentations and warranties set out
in Clause 10.1. above are true and correct. Such certificate shall be given by
You to Razorpay on the first day of every quarter from the date of entering
into this Specific Terms for gaming merchants till its expiry or termination,
whichever is later.
9.4. Notwithstanding
any other provision of the General Terms of Use or this Specific Terms for
gaming merchants , You shallindemnify 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 10.1 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.
LETTER OF
UNDERTAKING
(On merchant's
letter head)
Date:
To,
Razorpay Software
Private Limited,
SJR Cyber, 1st
Floor,
22 Laskar-Hosur
Road, Adugodi,
Bangalore - 560030
Subject:
Undertaking to comply, stay fully compliant from time to time, with applicable
laws, including but not limited to, gaming laws, rules, regulations, among
others.
Sir/Madam,
M/s._________<please add merchant's name>
(‘Merchant', “We”) represent and warrant to Razorpay Software Private Limited
and its affiliates (‘Razorpay')that:
1.) We
shall comply with all applicable Know Your Customer (KYC) norms and/or rules
and/or regulations and Anti-Money Laundering(AML) standards under the
Prevention of Money Laundering Act, 2002. In this regard, any notice received
or subsisting from any governmental authorities shall immediately be forwarded
to Razorpay.
2.) No
services provided by us and/or to any of our customers (“Merchant Services”)
are of a nature that may be construed as acompetition/contest/game/sport/event
(online or offline) whose outcome is based merely or preponderantly or
predominantly on chance.
3.) The
Merchant Services are at all times in compliance with all applicable laws,
rules and regulations, including pertaining to restrictionand/or prohibition on
gambling, betting, wagering and gaming activities. The Merchant undertakes to
stay compliant, from time to time, in its due course of engagement with
Razorpay.
4.) The
provision of the Merchant Services to our customers in certain specific states
of India are in accordance with the applicable laws,rules and regulations of
those states and the Merchant has obtained and holds all necessary and valid
licenses and/or permissions and/or registrations to that effect.
5.) No
Merchant Services including facilitation, hosting or providing a platform for
any competition/contest/game/sport/event (online oroffline) for monies are
rendered by us to (i) any customers in those states where it is not permitted
by any applicable laws or governmental action (‘Restricted States') (ii) any
customers who are residents of the Restricted States.
6.) The
Merchant shall indemnify and hold Razorpay, its Affiliates, and each of their
directors, managers, officers, employees and agentsharmless from and against
all losses arising from claims, demands, actions or other proceedings as a
result of or on account of any of the representations or warranties of the
Merchant as set out above being breached or becoming untrue or incorrect.
7.) This
letter of undertaking shall be read harmoniously with other agreements, if any,
between Merchant and Razorpay.
Yours sincerely,
For (Merchant's
name)
Name of the
Authorised Signatory
Designation of the
Authorised Signatory
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 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 chargepreviously.
(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.
1. DEFINITIONS:
1.1. “Bank Account” means a banking account
maintained by Your customer with a Destination Bank as per Applicable Law.
1.2. “Collection Information” shall mean
information or data provided by You in a secured format specifying the amount
to be collected and other details to identify the Bank Account and the date on
which the amount shall be collected.
1.3. “Destination Bank” means a bank
registered with NPCI as per the Procedural Guidelines and which authenticates
details of Your customer's Bank Account held with the Destination Bank and
approves the E-Mandate Registration Request in accordance with the Procedural
Guidelines.
1.4. “E-Mandate Payments” shall mean
automated deductions of pre-determined payments specified from the Bank Account
(pursuant to electronic mandates issued Your customers) in accordance with the
Procedural Guidelines.
1.5. “E-Mandate Registration” means the
approved and authenticated E-Mandate Registration Request based on which
E-Mandate Payments can be effected.
1.6. “E-Mandate Registration Request” means
the request (in electronic or physical form) made by Your customer for
deduction of the customer's Bank Account for effecting an E-Mandate Payment to
You.
1.7. “Escrow Account” or “Nodal Account” is
an account held by Razorpay with an Escrow/ nodal bank for the purpose of
receiving the Transaction Amount and effecting settlements to You.
1.8. “Escrow Bank” means a bank that is
authorised by the RBI, to operate an Escrow Account / Nodal Account under
Payment Aggregation Guidelines.
1.9. “Escrow Bank Working Days” means days on
which the Escrow Bank is operational to undertake settlements.
1.10.
“NPCI”
means the National Payments Corporation of India constituted pursuant to the
provisions of the Payment and Settlement Systems Act, 2007.
1.11.
“Procedural
Guidelines” means the guidelines governing inter alia the processes to be
followed and implemented by Sponsor Banks, Destination Banks and intermediaries
for effecting E-Mandate Payments, issued by the NPCI and shall include any
revisions, modifications and amendments thereto.
1.12.
“Sponsor
Banks” mean the banks / entities which are authorised to implement the
E-Mandate Payments by inter alia receiving API calls from Razorpay for initiating
E-Mandate Payments, communicating the necessary E-Mandate Registration
information to NPCI, authentication by the Destination Bank and deduction of
Bank Accounts, all in accordance with the Procedural Guidelines.
2.) You
shall provide the necessary KYC Documents to Razorpay as specified in these
Specific Terms of Use for e-mandate services(“Mandate Terms”), such that Razorpay can share the KYC Documents (or
the information therein) to the Sponsor Bank for the Sponsor Bank's decision on
issuing a registration to You to avail of services for e-mandate payments.
3.) You
acknowledge that the onboarding and registration process is a pre-requisite
under the Procedural Guidelines in order for You toavail of Services for
e-mandate payments and the customers to be able to start submitting E-Mandate
Registration Requests. Razorpay shall not be liable to provide any Services
under these Terms until the Sponsor Bank has issued a registration in Your
favour.
4.) Following
completion of integration under Mandate Terms, Razorpay shall enable E-Mandate
registration requests by customers on
Your website by making available the prescribed E-
mandate Registration Request form issued by NPCI and also put in place the
necessary API protocols to transmit customer information to the sponsor banks
in order to facilitate the process of customer verification and authentication
of customer and bank account details by the Destination Bank, following which
the NPCI shall confirm the Emandate Registration request.
5.) Being
an intermediary, Razorpay shall be responsible only for transmission of the
customer details to the Sponsor Bank and shall notbe responsible for failure or
refusal of the E-Mandate Registration request by the Destination Bank or NPCI.
6.) In
the event any query or clarification is sought by NPCI, RBI or any governmental
authority or Facility Provider in respect of any emandate payment transaction,
You shall (forthwith upon communication of the query or clarification by
Razorpay to You) provide the relevant transaction and/or customer details, as
required by RBI or any governmental authority in India.
7.) On
successful approval of the E-Mandate Registration Request, Razorpay shall on a
periodic basis (as per the E-Mandate
Registration) initiate E-Mandate Payment requests
with the Sponsor Bank and based on and pursuant to authentication by NPCI and
the Destination Bank, receive the funds in the Escrow Account.
8.) The
periodic payments will be facilitated by Razorpay so long as the E-Mandate
Registration is not cancelled by the Customer,Destination Bank or the Sponsor
Bank. Razorpay shall not be liable for the failure of a payment on account of
the decline of the approval by Destination Bank or NPCI or on account of
cancellation of the E-Mandate Registration by the Sponsor Bank, Destination
Bank, Your customer or NPCI.
9.) Following
the receipt of funds in the Escrow Account, Razorpay shall, subject to
Razorpay's withholding rights under these Terms,settle the funds into Your
designated account within a applicable settlement period.
10.)
If Razorpay settles the funds, at an earlier
time than agreed above, Razorpay shall have an absolute right to recover such
fundsforthwith if the same is not received in the Escrow Account within three
(3) working days following the date on which such funds were supposed to be
realized in the Escrow Account.
11.)
In addition to rights under these Terms, if
there are reasonable grounds for Razorpay to suspect that a transaction to
effect an EMandate Payment is done fraudulently or if the Sponsor Bank, NPCI or
Destination Bank suspecting so, communicate the same to Razorpay, then Razorpay
shall be entitled to withhold settlements to You.
12.)
Pursuant to Clause 11 above, You shall, to the
extent available, provide information about such transactions to Razorpay,
SponsorBank, NPCI or Destination Bank forthwith upon receiving a request from
Razorpay, Sponsor Bank, NPCI or Destination Bank respectively.
13.)
Razorpay shall be entitled to terminate these
Services if the Sponsor Bank or NPCI directs cancellation of Your registration.
Youacknowledge that Razorpay being merely an intermediary in the system for
E-Mandate Payment is bound to follow directions from the Sponsor Bank, NPCI or
the Destination Bank in matters relating to fraudulent or suspicious
transactions.
14.)
Razorpay shall be entitled to recover from You
(by deducting amounts from Your funds held by Razorpay in the course of
providingthe Services, or if the funds held are insufficient, by issuing a
debit note to You), any amounts (a) charged by Sponsor Bank to Razorpay on
account of refund and disputed claims from Your customers; and (b) representing
penalties, fines or other charges (whatsoever name referred to) levied by the
Sponsor Bank, NPCI or any governmental authority (in their sole discretion) on
Razorpay on account of fraudulent transactions on Your website.
15.)
You agree that payments effected, or funds
debited from Your customer's Bank Account on the following grounds shall not be
theresponsibility of Razorpay and no liability shall arise for Razorpay in
respect of such claims from Your customers:
(a) Your
customer is disputing a transaction as not done or authorized by him.
(b) The
charge/debit on Your customer's Bank Account has occurred because of hacking,
phishing, breach of security/ encryption ofYour customer's PI through Your
platform or any other third party platform other than that of Razorpay.
(c) Your
customer claiming refund of the amounts deducted from his/her Bank Account on
any ground whatsoever, including Yourcustomer's dissatisfaction with Your sale
of the goods and/or services to the Customer
16.) Razorpay will not be liable collect the amounts
from Your customers and credit the same to You in the following circumstances:
(a) If
any of Your customers does not have sufficient funds in the Bank Account for
debiting the amount mentioned in the CollectionInformation.
(b) Razorpay
is prohibited from debiting the amounts from Your customers' account by any
governmental authority or Facility Provider.
(c) If
Your customer's account is closed or operations from such account are barred by
governmental authorities or Facility Providers.(d) If You do not provide
complete and correct information
(e) Any
of Your Customers terminate the mandate.
(f) Razorpay
has reason to believe that a Collection Information has not been properly
authorized.
17.)
In the event of any conflict between the General
Terms of Use and Specific Terms of Use, the Specific Terms of Use shall
prevailover the General Terms of Use. To the maximum extent feasible, they
shall be construed harmoniously.
18.)
Capitalised Terms used herein but not defined in
this Specific Terms of Use shall have the meaning ascribed to such terms in
theGeneral Terms of Use.
1.)
You understand and acknowledge that the Token HQ
is an end-to-end solution for You to allow Your customers to continue using
thesaved cards feature in compliance with RBI's guidelines on tokenisation set
out in the Circular CO.DPSS.POLC.No.s-516/02-14003/2021-22 read with DPSS.CO.PD
No.1463/02.14.003/2018-19 dated January 8, 2019 and related guidelines and
clarifications issued by the RBI (together “Circular”). For the purposes of these Terms, the Applicable Laws
shall be deemed to include the Circular.
2.)
Where Razorpay is acting as a technical service
provider and You are the token requestor, You acknowledge and agree that
Razorpayshall have no liability towards You or any third party for Your acts or
omissions or Your failure to comply with Applicable Laws.
3.)
Where Razorpay is acting as the token requestor
on Your behalf, You acknowledge and agree that Razorpay's role is limited
torequesting for tokens on Your behalf upon receiving consent of Your
customers. Razorpay will integrate with available card networks and issuing
banks (each a “Token Service Provider”
or “TSP”) and its APIs will have the
flexibility to respond back with token numbers for Your use.
4.)
You acknowledge and agree that in order to allow
using the saved card feature, the customer card details must be
tokenized.Accordingly, You shall, except in the case of standard checkout:
(a) be
solely responsible for obtaining consent of the customer to tokenize (and save)
the customer's card. Such consent shall be explicitand not by way of a forced /
default / automatic selection of checkbox, radio button, etc.
(b) inform
the customers of the purpose of obtaining such consent and that the card will
not be tokenized (and saved) if the customerdoes not provide explicit consent,
and shall do all things as required to tokenize (and save) the card details
pursuant to Applicable Laws.
(c) share
such customer consent with Razorpay in order for Razorpay to trigger the
additional factor authentication (AFA) with theissuing bank which is required
to register the tokenisation request. You acknowledge and agree that if such
customer consent is not shared during the payment flow then Razorpay shall not
tokenize (and save) the customer card details.
(d) provide
the customer an option to de-register the token and delete the card.
5.) You
shall keep Razorpay fully indemnified at all times from and against all losses,
damages, penalties, etc., incurred by or imposedon Razorpay to the extent it
arises from any breach by You of these TokenHQ Terms.
6.) You
shall keep a log of all instances of obtaining customer consent under
Applicable Laws and of Your compliance with theseTokenHQ Terms and provide the
same to Razorpay on a real time basis or as requested from time to time. In
addition to any right under these TokenHQ Terms, Razorpay and Facility Providers
have the right to audit Your compliance with these TokenHQ Terms at any time
upon notice.
7.) For
the purposes of this service, token shall have the meaning as set forth in the
Circular.
8.) You
agree that You shall be solely responsible for any hashed string storage
undertaken by You.
9.) In
the event of any conflict between the General Terms of Use and Specific Terms
of Use, the Specific Terms of Use shall prevailover the General Terms of Use.
To the maximum extent feasible, they shall be construed harmoniously.
10.)
Capitalised Terms used herein but not defined in
this Specific Terms of Use shall have the meaning ascribed to such terms in
theGeneral Terms of Use.
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 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 chargepreviously.
(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.
1.) Subscription
services provide You the platform to create and manage subscription plans for
Your customers with automated recurringtransactions. With this product You can
(i) create multiple subscription plans for customers, (ii) automatically charge
customers based on a billing cycle that You control, and (iii) get instant
alerts on payment activity as well as the status of subscriptions.
2.) You
acknowledge and agree that these Subscriptions Terms (i) shall apply for debit,
credit and prepaid instruments or other methodsas notified from time to time
(together “Card”) of customers, and (ii) does not apply to once-only / one-time
payments.
3.) You
acknowledge and agree that:
a) The
customer desirous of opting for e-mandate facility on Card is required to
undertake a one-time registration process, with anAdditional Factor
Authentication (AFA) validation by the issuer bank and that an e-mandate on
Card of customers for recurring transactions shall be registered only after
successful AFA validation.
b) Where
the first transaction is being performed along with the registration of e-
mandate, then AFA validation may be combined.Subsequent recurring transactions
shall be performed only for those Card which have been successfully registered
and for which the first transaction was successfully authenticated and
authorised.
c) On
successful registration and approval of the e-mandate request, Razorpay shall
on a periodic basis (as per the e-mandate) initiatesubsequent recurring
payments unless such e-mandate is modified or de-registered by the customer.
d) Razorpay
expressly disclaims all liability for any outages or failures attributable to
Facility Providers.
4.) You further acknowledge and agree that in order
to process recurring transactions, customer Card details will need to be
saved/secured/tokenized in accordance with Applicable Laws. Accordingly, for
custom checkout and server-to-server integration You shall:
a)
solely be responsible for obtaining informed
consent from customers for the purpose of processing of e-mandates,
includingsaving/securing/tokenizing the customer's Card details, in accordance
with Applicable Laws. Such consent shall be explicit and not by way of a forced
/ default / automatic selection of checkbox, radio button, etc.
b)
share customer consent with Razorpay for
Razorpay to trigger the AFA with the issuing bank which is required to both
save the Cardand process the e-mandate registration. You acknowledge and agree
that if such customer consent is not shared during the payment flow, then
Razorpay will not tokenize the card or process the e-mandate/ recurring
transaction.
5.) You agree that payments effected, or funds
debited from a customer's bank account on the following grounds shall not be
the responsibility of Razorpay and no liability shall arise for Razorpay in
respect of such customer claims:
a) Customer
disputing a transaction as not done or authorized by him/her.
b) The
charge/debit on the customer's bank account has occurred because of hacking,
phishing, breach of security/ encryption of thecustomer's personal data through
Your platform or any other third-party platform other than that of Razorpay.
c) Customer
claiming refund of the amounts deducted from his/her bank account on any ground
whatsoever, including customer'sdissatisfaction with Your sale of the goods
and/or services to the customer.
6.) You
agree that there are instances where Razorpay is only acting as a technical
service provider and You are the token requestor forthe purposes of saving/
securing/ tokenizing the Card and You shall accordingly be liable to pass the
customer's informed consent for saving the Card and registering the e-mandate
to Razorpay. You agree that Razorpay shall have no liability towards You or any
third party for Your acts or omissions or its failure to comply with Applicable
Laws.
7.) You
agree to keep Razorpay fully indemnified at all times from and against all
losses, damages, penalties, etc., incurred by orimposed on Razorpay to the
extent it arises from any breach by You of the Terms herein.
8.) You shall
maintain records of its activities under these Terms, including where
applicable keeping log of all instances of obtainingcustomer consent, and shall
provide the same to Razorpay on a real time basis or as requested from time to
time. In addition to any right under these Terms, Razorpay and facility
providers have the right to audit Your compliance with these Terms at any time
upon notice.
9.) You
agree that You shall be solely responsible for any hashed string storage
undertaken by You.
10.)
In the event of any conflict between the General
Terms of Use and Specific Terms of Use, the Specific Terms of Use shall
prevailover the General Terms of Use. To the maximum extent feasible, they
shall be construed harmoniously.
11.)
Capitalised Terms used herein but not defined in
this Specific Terms of Use shall have the meaning ascribed to such terms in
theGeneral Terms of Use.
The Razorpay partner program is a referral program
through which You can refer the Razorpay services to Your clients or customers
and get rewarded. You may become a partner by agreeing to the detailedPartner
Terms of Use and Conditionsand signing up as a partner.
Magic checkout is the checkout technology platform
developed by Razorpay for Your customers registered with Razorpay which
interalia enables the customer to seamlessly save and use their shipping and
billing details for placing orders with You (“Magic Checkout Services”). You can avail Magic Checkout Services as
per terms specified below:
1.1. Razorpay has adopted reasonable security
practices and procedures that are commensurate with the information assets
being protected, and has implemented relevant technical, operational,
managerial and physical security control measures to protect the information in
its possession from loss, misuse and unauthorized access, disclosure,
alteration and destruction.
1.2. In the process of providing Magic Checkout
Services, You acknowledge and agree that Razorpay may collect, store and use
certain personally identifiable information (PII) from Your customers. Razorpay
is committed to protect such information and to take all reasonable precautions
for maintaining confidentiality thereof. Additionally, for the purposes of
providing Magic Checkout Services, You hereby understand and agree that
Razorpay shall have the right to collect, store and use of customers' PII
provided by You, including but not limited to name, email address, phone number
and address, as provided by the customers and/or You to Razorpay from time to
time directly or indirectly (or provided in past).
1.3. The information, as referred above, may be used
by Razorpay for: (i) providing Magic Checkout Services (including for the
purposes of verification of the identity, processing of payment, communication
regarding the purchase and monitoring of past behaviour to identify fraudulent
transactions); (ii) administrative, marketing and customer support purposes;
and/or (iii) providing other Razorpay services.
1.4. You represent and warrant to Razorpay that:
(a) You
shall use the Magic Checkout Services solely for providing services/ goods to
Your Customers.
(b) You
shall obtain all consents required under Applicable Law from Your customers
before sharing PII of the Customers withRazorpay.
1.5. Your usage/access of the Magic Checkout
Services shall constitute Your acceptance to the Terms and thePrivacy
Policy. You acknowledge and confirm that You shall obtain a valid
consent under the Applicable Law to share the PII of the customers with
Razorpay. In the event You withdraw Your consent/acceptance to these Terms
(including withdrawing consent for using of PII by Razorpay and/or defaults in
its representation and warranties), Razorpay may in its sole discretion
discontinue Your access, in part or full, to the Services (including but not
limited to discontinuing the access to Magic Checkout Services), associated
features and/or present & future benefits. You also acknowledge that You
shall immediately inform Razorpay in the event that any customer withdraws
their consent/ acceptance to sharing of their PII with Razorpay. You shall
indemnify and keep Razorpay, its directors, officers, employees, and affiliates
indemnified at all times from any and all claims, liabilities, losses, damages
and the like incurred by Razorpay as a result of any breach of these Terms,
including Your obligations hereunder.
2.1. In case You are availing the RTO Protection as
a service from Razorpay for a consideration, You shall be entitled to claim
reimbursement for, the return shipping fees incurred by You on such orders
which have been returned to You (“ RTO Protection ”) provided that each of the
following conditions are met:
(a) You
have switched on/accepted the Magic Intelligence (means the proprietary
technology solution developed by Razorpay whichinter alia analyses, identifies
orders placed by customers that may potentially result into ‘return to origin')
feature at all times on Your dashboard.
(b) The
return of such orders have been solely due to the Magic Intelligence feature
failing to detect/identify such ‘return to origin' order.It is however
clarified that any return shipping fees incurred by You on exchange/product
return/product refusal after delivery, by customers shall not be covered under
RTO Protection.
(c) The
orders for which RTO Protection is claimed are not pre-paid orders.
2.2.
You agree that Razorpay shall be liable to
provide reimbursement to You under RTO Protection only upon submission of
returnshipping invoice/documents as validated by Razorpay.
2.3.
You shall, at the end of every month, raise an
invoice for claiming reimbursements under the RTO Protection, which shall
bedischarged by Razorpay within a period of 30 (thirty) days from the date of
the invoice, provided all the conditions specified under Clauses 2.1 & 2.2
above are fulfilled to the satisfaction of Razorpay.
3.)
In the event of any conflict between the General
Terms of Use and Specific Terms of Use, the Specific Terms of Use shall
prevailover the General Terms of Use. To the maximum extent feasible, they
shall be construed harmoniously.
4.)
Capitalised Terms used herein but not defined in
this Specific Terms of Use shall have the meaning ascribed to such terms in
theGeneral Terms of Use.
1.1 Merchant shall avail the Services
and Devices subject to the terms incorporated herein. Razorpay POS will provide
offline payment collection and aggregation Services (for the offline
transactions conducted via Devices) and the Devices to the Merchant for its
legitimate, bonafide & legal business activities only. In cases where
Razorpay POS is not performing any payment collection & aggregation
services and has only provided the Devices, then Razorpay POS shall not be
liable for settlement of the funds. Razorpay POS shall settle the regular card
/ UPI Transaction Amount (net of Permissible Deductions) into Your account
within two (2) Escrow /
Nodal Bank working days following the date of the
Transaction. Furthermore, for any additional VAS subscribed by the Merchants,
Transaction amount shall be settled as per separate agreed settlement timeline.
Razorpay POS shall have an absolute right to place limits on the Transaction
value.
1.2 Razorpay POS will provide:
(a)
Razorpay POS Payment Services (as defined above)
which includes the ability to process payments from various modes of
paymentopted by the Merchant.
(b)
Acceptance of American Express cards - Upon
request of the Merchant, Razorpay POS has the ability to support American
ExpressCards on the Devices opted for by Merchant. Activation of American
Express will be subject to Razorpay POS approval and will comply with American
Express policy.
(c)Mobile
Application:In support of the above services, Razorpay POS will supply the
Merchant with a mobile application (which is an interface required to access
the Razorpay POS software solutions through the Device) and the Razorpay POS'
SDK which is used by the Merchant to use Services.
(d)Portal:Razorpay
POS agrees to retain and maintain transaction records for the services
purchased by the Merchant and provide a portal to the Merchant showing such
records and allow the Merchant to download such records from time to time.
(e)VAS:Razorpay
POS may provide from time to time Value Added Services, including but not
limited to mobile wallets, mobile applications, bills payment, digital
invoicing, voucher disbursement, EMI schemes as well as hooks to utility
companies using subdomaining, business analytics and reconciliation as a
Service etc. If the Merchant avails the Value Added Services, then such Value
Added Services shall be subject to the terms and conditions as set forth by the
concerned bank service provider and the applicable regulatory norms.
(f)Devices:For
enabling the Services, the Service Provider will provide POS Devices to the
Merchant on agreed Pricing Terms. For provision of these Services, the Merchant
shall provide necessary KYC details and other information as may be required by
Razorpay POS in relation to Merchant stores & locations, where the Devices
are requested to be deployed.
1.3 Merchant agrees that each Device ordered by
Merchant shall have a minimum period of usage of 24 (twenty- four) months (in
case the Merchant opts for monthly plan), also referred to as the “Lock-in
period” commencing from the date of deployment of such Device at the Merchant
location. It is to be clarified that in the event the Merchant deactivates or
returns a particular Device or set of Devices, before the expiry of the Lock-in
period, Merchant shall make a one-time payment to Razorpay POS of an amount
equivalent to the remaining rental or fees (as applicable) for the unexpired
duration of the Lock-in Period for such Devices. It is also clarified that, if
a Device is replaced by Razorpay POS for any reason, the Lock-in period for
such replaced Device Stand shall be 36 (thirty-six) months from date of
replacement and the Lock-in period applies irrespective of a non-transacting
TID being in place. On termination of Services for whatever reasons, the
Merchant shall return all the Devices immediately to Razorpay POS (if taken on
rental basis).
1.4 Razorpay POS shall provide Devices and mobile
application that are necessary for the provision of the Razorpay POS Services.
Merchant shall acknowledge the receipt of such Device in a form and manner
acceptable to Razorpay POS and each such acknowledgement shall be deemed to be
a part of this Agreement.
1.5 Razorpay POS, or its business associate, shall
after receiving instructions in writing, install the Device at Merchant's
premises. Merchant shall ensure that the necessary infrastructure (like mobile
phone(s) or tablet(s) and internet) required to install the Device is available
at the Merchant's designated location.
1.6 Merchant shall arrange, co-operate, and provide
for installation at its premises the Device and such related accessories and
software as Razorpay POS may deem fit and appropriate. Merchant states and
agrees that the Device shall be used exclusively at the Merchant's designated
establishment/ location for the purchase of goods or services for which the
Merchant has been signed up and for no other purpose whatsoever.
1.7 Merchant shall retain in its possession and for
its exclusive use the Device, and keep the same in good condition. Merchant
agrees and acknowledges to safe keep and control the use of the Device such
that any transaction using the Device shall be deemed to be authorized and
sanctioned by Merchant. Merchant shall not use the Device for any fraudulent
transactions, business malpractices and illegal activities. Merchant shall not,
and shall ensure that the personnel of Merchant using the Device shall not, use
the Device in such a manner that it harms the security systems enabled on the
Device.
1.8 Merchant shall not lease or resell the Device
and / or such other services as may be mutually agreed to between Merchant and
Razorpay POS to any other Party without the permission, in writing, of Razorpay
POS.
1.9 Razorpay POS shall be entitled to charge
Merchant for the costs and charges of the Device (including accessories) and/or
the costs of repairing the Device/s in the event the Device(s) is/are damaged
or lost as a result of improper handling by Merchant unless the Device is
bought (and not leased/ rented) by Merchant from Razorpay POS.
1.10 In case the Device is provided by Razorpay POS
to Merchant on rental basis, then the Device shall be the exclusive property of
Razorpay POS, and Merchant shall forthwith (not less than 3 days) surrender the
Device to Razorpay POS in the event of termination of this arrangement for any
reason whatsoever. During the tenure of this arrangement and thereafter
Merchant shall not claim any right, title, interest or lien over the Device.
1.11 In case the Device is provided by Razorpay POS
on lease to Merchant, Merchant shall not (i) sell, assign, transfer, lease or
otherwise cause or allow or attempt to cause or allow, any dealings with the
Device or any encumbrance on the Device to be created (ii) remove, conceal or
alter any markings, tags or plates attached to the Device or part of it
indicating Razorpay POS' ownership of the Device (iii) Cause or allow Razorpay
POS' right to access, repossession or disposition of the Device pursuant to
this Agreement or otherwise to be encumbered in any way jeopardized by any act
of/by Merchant or its servants or agents or by any other factor within its
control (iv) Permit any third party to perform the maintenance services on the
Device or effect modifications, enhancement or software/hardware changes to the
Device without the prior written consent of Razorpay POS.
1.12 The loss or damage caused to Razorpay POS
arising out of negligence, or misuse of the Device and / or default in payment
due to any reason whatsoever or that of any telecommunication devices attached
to / inbuilt within / embedded in the Device, by the Merchant or its employees
shall be to the account of Merchant, and Razorpay POS will recover such losses
and expenses from Merchant.
1.13 Merchant shall permit the representatives of
Razorpay POS or any other concerned service provider to carry out physical
inspections of the Device or telecom equipment (or possession of any of these,
in case of termination of this arrangement) during business hours, with or
without prior notice (in cases where Devices are taken on rental basis).
1.14 In cases of rental Devices, any losses or
damages caused to Devices shall be calculated as below:
(i)
Lost/ Misplaced/ Irreparable Device charges: In
the event there is any loss/misplacement/irreparable harm to a Device, the
Merchantshall be liable to pay the full Price of the Device, in addition to the
applicable taxes.
(ii)
Damaged Repairable Devices (including
accessories): The Merchant shall be liable to pay repair charges including
inspectioncharges, as incurred by Razorpay POS at actuals.
2.1 If a Facility Provider
communicates to Razorpay POS the receipt of a Chargeback Request, You will be
notified of the Chargeback. You agree that liability for Chargeback rests with
You. Subject to availability of funds, Razorpay POS 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
POS shall be entitled to deduct
the Chargeback Amount upon receiving a Chargeback claim. You shall be entitled
to furnish to Razorpay POS documents and information 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 POS 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 POS then You agree and acknowledge that Razorpay POS 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 POS 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 POS 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 of this
Specific Terms of Use for Payment Aggregation Services or the General Terms of
Use, Razorpay POS 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 POS shall transfer the
unutilized amounts, if any, to You forthwith upon completion of the Withholding
Term. Thestipulated percentageis the
proportion of the Chargeback Amounts out of the total Transaction Amounts
settled during the subsistence of these Terms.
2.5 Notwithstanding anything in this Specific Terms
of Use, if the amount withheld, as specified above is insufficient to settle
Chargebacks Amounts received during the Withholding Term, then Razorpay POS 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 POS within 7 working
days with a suitable response. If loan is to be cancelled, then the same needs
to be informed to Razorpay POS and if cancellation request is to be declined
then You need to provide proof of delivery and justification. For loans which
would get cancelled on the basis of Your confirmation, the amount would be recovered
from the daily settlement.
3.1 You agree and acknowledge that subject to
availability of funds received in the Escrow / Nodal 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 POS shall process a
Refund only upon initiation of the same via software application provided by
Razorpay POS.
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 POS fees shall always
be applicable and payable by You on each Transaction, irrespective of the
Refunds.
4.1 Charges associated with the provision of
Services to the Merchant and Device Rentals (“Fees”) shall be in accordance
with the Pricing Terms agreed to by the Merchant at the time of subscribing to
the Services on the Website. The Merchant agrees that such Fees shall be
charged according to the manner, rates and frequency specified in the said
pricing terms. All Fees will be deducted from the monies required to be settled
to the Merchant. However, if the Device rentals are not deducted from the
transaction settlement amount then the same will be deducted from e-nach
/e-mandate set up by the Merchant at the instruction of Razorpay POS.
4.2 The Parties agree that the Fees are exclusive of
applicable taxes and Razorpay POS shall charge such applicable taxes on the
Fees from time to time. It is agreed that any statutory variations in applicable
taxes during the subsistence of this Agreement shall be borne by the Merchant.
4.3 In the event of any delay in payment of any
amounts to Razorpay POS beyond the due date of payment, Razorpay POS at its
sole discretion may opt one or more of the following remedies:
i. Charge
a late payment interest at the rate of 15% per annum on the due amount;
ii.
Suspend some or all of the Service(s) it
provides under this agreement, until payment of the due amount. Consequently,
it is agreedbetween the parties that Razorpay POS shall not be liable for any
loss, damages, claims including third party claims, which may result owing to
suspension of some or all of services by Razorpay POS in case of non-payment or
delayed payment. iii. Set off the due amount from the transaction settlement
amount payable to the Merchant.
PRIVACY
YOUR PRIVACY
IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS OF USE YOU CONFIRM
THAT YOU HAVE READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED OUR POLICIES,
INCLUDING THE PROVISIONS OF OURPRIVACY POLICY.
You may address any complaints or discrepancies in
relation to the processing (including storing and using) of Your Personal
Information (including Sensitive Personal Information) to:
DPO
MR. SHASHANK KARINCHETI
RAZORPAY SOFTWARE PRIVATE LIMITED
ADDRESS: NO. 22, 1ST FLOOR, SJR CYBER, LASKAR-HOSUR
ROAD, ADUGODI, BANGALORE- 560030 E-MAIL:dpo@razorpay.com
GRIEVANCES
PORTAL:https://razorpay.com/grievances/
COMPLAINTS AND GRIEVANCE REDRESSAL
ANY COMPLAINTS OR CONCERNS WITH REGARDS TO CONTENT OF THIS WEBSITE OR
COMMENT OR
BREACH OF THESE TERMS OF USE OR ANY INTELLECTUAL PROPERTY OF ANY USER,
INSTANCES OF
CUSTOMER GRIEVANCES, REGULATORY QUERIES AND CLARIFICATIONS SHALL BE
INFORMED/COMMUNICATED TO THE NODAL OFFICER AT THE
COORDINATES MENTIONED BELOW IN WRITING OR BY WAY OF RAISING A GRIEVANCE TICKET
THROUGH THE HYPERLINK MENTIONED
BELOW:
NODAL OFFICER
MR. VIJAY THAKRAL - SENIOR DIRECTOR - COMPLIANCE
RAZORPAY SOFTWARE PRIVATE LIMITED
ADDRESS: NO. 22, 1ST FLOOR, SJR CYBER, LASKAR-HOSUR ROAD, ADUGODI,
BANGALORE- 560030
E-MAIL:nodal-officer@razorpay.com
GRIEVANCES
PORTAL:https://razorpay.com/grievances/
These Terms of use were last updated on 19th day of
March 2024.