This PARTNERSHIP SERVICES AND COLLABORATION AGREEMENT is made on this 4th day of December 2025.
Razorpay Software Limited(Formerly known as Razorpay Software Private Limited), a company registered under the Companies Act 20132 having its registered office at SJR Cyber, 1st Floor, 22 LaskarHosur Road, Adugodi, Bangalore – 560030 (hereinafter referred to as the “Company” or “Razorpay”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-interest and assigns), of the FIRST PART;
AND
Neyyar Technologies Private Limited, (hereinafter referred to as the “Partner”, a company registered under the Companies Act 2013 having its registered office at TC 25/1395-7, SS Kovil Road, Thampanoor, Thiruvananthapuram, Kerala, 695001 which expression shall, unless repugnant to the context or meaning hereof, be deemed to include its successors-in- interest and permitted assigns), of the SECOND PART.
The Company and Partner hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.)
WHEREAS:
A. The Company is engaged in the business of inter alia, payment aggregation and developing and implementing payment related solutions (“Business”).
B. The Partner has shown its interest and represented that it has the requisite capabilities and experience to refer potential clients / Referral Leads (defined below) to the Company for the Company’s offerings to the Referral Leads in lieu of Commission (defined below), subject to the terms and conditions of this Agreement.
C. The Partner is further desirous of availing collection facilitation services from the Company whereby the Company shall transfer such amounts as owed by the Merchants to the Partner and other third parties, basis Merchants’ consent maintained by the Partner (‘Collection Facilitation Services’).
D. The Parties are now entering into this Agreement to record the terms and conditions on which the Parties will collaborate with each other for undertaking the Partnership Program.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, REPRESENTATIONS AND WARRANTIES, AND AGREEMENTS SET OUT IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS
DEFINITION AND INTERPRETATION
1.1. The following capitalized terms used in this Agreement shall have the following meanings, unless repugnant to the meaning or context thereof:
1.1.1. “Affiliates” shall mean, in reference to a Party, an entity or Person which, directly or indirectly, Controls, or is under common Control with, or is Controlled by, such Party;
1.1.2. “Agreement” shall mean this Partnership Services Agreement, schedules, project orders issued pursuant to this Agreement, and includes any amendments, modifications, alterations, additions, deletions, addendums and supplements made thereto with the prior written consent of the Parties;
1.1.3. “Applicable Laws” shall mean and include all laws, statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, circulars, guidelines, policies, directions, directives, decrees, judgments, orders, requirements or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any Government, having jurisdiction over the matter in question, whether in effect as of the Execution Date or thereafter; 1.1.4. “Business” shall have the meaning ascribed to it in Recital A;
1.1.5. “Company Indemnified Parties” shall have the meaning ascribed to it in Clause 7.1;
1.1.6. “Control” shall mean the power to direct or cause the direction of the management or policies of a Person or control the composition of a majority of the board of directors or equivalent body, directly or indirectly, whether through the ownership of shares or other securities, by contract, voting rights or otherwise, provided that, in any event, the direct or indirect beneficial ownership of more than 25% (twenty five percent) of the voting share capital of a Person is deemed to constitute Control of that Person, and “Controlling” and “Controlled” have corresponding meanings;
1.1.7. “Customer” means the customers of the Referred Merchant who make payments to the Referred Merchants in consideration for goods / services availed from the Referred Merchant
1.1.8. “Commission” means the monetary consideration payable to the Partner by the Company in accordance with the terms of this Agreement.
1.1.9. “Dashboard” means a Razorpay owned and established electronic information management tool that tracks, displays and stores metrics and data points.
1.1.10.“Execution Date” shall mean the date on which the Parties have executed this Agreement;
1.1.11.“Facility Providers” means banks, financial institutions, NPCI, and technology service providers, facilitating the provisions of Products or any part thereof, including but not limited to (a) acquiring banks, (b) banks issuing credit cards, debit cards, prepaid instruments and accounts, and (c) card payment networks
1.1.12.“Governmental Authority” shall mean any department, agency, instrumentality, subdivision or other body of any federal, regional, or municipal government (including the Government of India), financial sector regulator (like RBI, SEBI, IRDAI, PFRDA), any commercial or similar entities that the government controls or owns (whether partially or completely), including any state-owned and state-operated companies or enterprises;
1.1.13.“Information” shall mean and include (i) details about the know-how, Intellectual Property, technologies, concepts, ideas related to the business of the Parties, (ii) products, curricula, software, processes, technical data, logs, and any matter and/or product in the research stage including the nature and results thereof, (iii) information on processes, formulas, content creation, techniques, compilation, analysis, records, and reports relating to financial, and operational data in respect of the Party and its users, agents, hosts, partners, distributors, employees, consultants, (iv) information on the Company’s computer databases, computer software of the Company and any databases maintained by the Partner, (v) Party’s marketing techniques, marketing documents, marketing plans and arrangements, mailing lists, sales strategy, pricing and discount policies, (vi) financial information and support contracts whether reduced to writing or not, (vii) remuneration and commissions of employees and consultants of the Parties, (viii) details of users or clients, actual and potential contracts or assets of the Parties, (ix) this Agreement, and communications in connection with the subject matter of this Agreement (whether prior to the execution of this Agreement or otherwise), and (x) any other information as is deemed to be ‘confidential information’ by the Company from time to time;
1.1.14.“Intellectual Property” shall mean all know-how, patents, trademarks (whether registered or unregistered), trade or business names, registered and unregistered design rights, copyright (including rights in computer software and moral rights), topography rights, rights in relation to databases, rights in the nature of copyright or any other industrial, commercial, proprietary or intellectual property rights (whether or not registered and including applications for registration of any of them) and all rights or forms of protection of a similar nature or having an equivalent or similar effect to any of the above, which may subsist anywhere in the world;
1.1.15.“Losses” shall mean and include all direct charges, losses, claims, costs, expenses, and damages (whether or not resulting from third party claims), levies, including interests and penalties with respect thereto and out-of-pocket expenses, including reasonable attorneys’ and accountants’ fees and other consultants’ fees and disbursements;
1.1.16.“Merchant” are the customers of the Company availing any of its products and services by executing a separate agreement which states the terms and conditions between the Merchant and the Company;
1.1.17.“Merchant Dashboard” is a Company owned and established electronic information management tool that tracks, displays and stores metrics and data points and online terms pertaining to Products being provided to the Merchant and which is accessible by the Merchant to facilitate the use of the Products.
1.1.18.“Partner Base Price” means the base price of the Products communicated by the Company to the Partner.
1.1.19.“Person” shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof or any other entity that may be treated as a person under Applicable Laws;
1.1.20.“Products” shall mean the product / services offering of Company which the Partner shall offer to the Referral Leads in accordance to the terms of this Agreement.;
1.1.21.“Razorpay Fees” means the consideration paid by the Referral Leads for availing Company’s Products.
1.1.22.“Razorpay Partnership Program” is a referral program through which the Partner can offer the Products to its Referral Leads.
1.1.23.“Referral Leads” shall mean the client or the lead referred by the Partner to the Company.
1.1.24.“Referred Merchants” shall mean those Referral Leads that are onboarded as a Merchant by the Company.
1.1.25.“Services” shall have the meaning ascribed to it in Clause 2.2;
1.1.26.“Tax” shall mean any and all forms of direct and indirect taxes with reference to income, profits, gains, net wealth, asset values, turnover, gross receipts including but not limited to all duties (including stamp duties), withholding tax, excise, customs, service tax, value added tax, goods and sales tax, charges, fees, levies or other similar assessments by or payable to a Government (including any interest, fines, penalties, assessments, or additions to tax); and
1.1.27.“Term” shall have the meaning ascribed to it in Clause 8.1.
1.1.28.“Transaction” means an order placed by a Customer for purchase of goods / services from a Referred Merchant.
1.1.29.“Transaction Amount” means the amount paid by a Customer in connection with a Transaction.
1.2. Interpretation: In this Agreement, unless the context requires otherwise:
1.2.1. References to a person (or to a word importing a person) shall be construed so as to include that person’s successors in title and assigns or transferees permitted in accordance with the terms of this Agreement and references to a person’s representatives shall be to its officers, employees, legal or other professional advisers, sub-contractors, agents, attorneys and other duly authorized representatives.
1.2.2. As the context may require, the singular of any defined term includes the plural and vice versa and any word or expression defined in the singular has the corresponding meaning used in the plural and vice versa.
1.2.3. The rule of construction, if any, that a contract should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply.
1.2.4. Clause headings in this Agreement are inserted for convenience only and shall not be used in its interpretation.
RAZORPAY PARTNERSHIP PROGRAM
Parties agree to collaborate with each other in accordance with the terms set out in Annexure I of this Agreement (“Razorpay Partnership Program”). Razorpay reserves the right to update the terms of the Razorpay Partnership Program from time to time with due notice to the Partner.
OBLIGATIONS
3.1. The Partner agrees to provide Referred Leads to Company in accordance with the terms set out in Annexure I (“Referral Services”). In lieu of the Referral Services, the Company shall pay Commission to the Partner as set out in Annexure I of the Agreement. The Company retains the right on whether to enter into an agreement with a Referral Lead and onboard such Referral Lead as a Merchant.
3.2. The Partner shall not refer itself or its Affiliates as a Referral Lead to the Company.
3.3. The Partner shall render the Services in a professional, ethical, timely and efficient manner and based on the instructions and specifications of the Company in accordance with this Agreement, Applicable Laws and best industry standards.
3.4. The Partner shall implement requisite validations and checks to ensure that the Referral Leads provided to the Company do not facilitate the offer, sale, or purchase of prohibited products and/or services enumerated in Schedule II of this Agreement, as may be updated from time to time.
3.5. The Partner shall not infringe any third-party Intellectual Property rights while providing the Services to the Company.
3.6. The Partner agrees and acknowledges that Company shall be the owner of all data (including Referred Merchant data) generated pursuant to this Agreement which may be provided by the Partner under the Agreement. The Company shall be free to use such data for upselling its and its Affiliates products and services.
3.7. Other Obligations: The Partner undertakes that it shall:
3.7.1. not disparage the Company or otherwise take any action which could reasonably be expected to adversely affect the Company’s, its Affiliates’, their respective directors’ or their respective shareholders’ reputation, at any time;
3.7.2. it has consent from the Referred Merchant to access to Referred Merchant information, including but not limited to, the transaction data, pricing information, the Customer’s information and shall promptly share proof of such consents with the Company, upon Company’s demand. Merchant and shall hold such Referred Merchant information in strict confidentiality. The breach of such information shall be treated as an incurable breach of the Agreement amounting to a right by the Company to terminate this Agreement.
3.7.3. obtain, at its own cost, all the requisite tools, resources and/or assets for participating in the Razorpay Partnership Program or providing the Services to the Company;
3.7.4. the Partner shall maintain all such consents as are required for the purpose of operationalizing this Agreement, including Merchants’ consent.
CONSIDERATION
The Partner shall pay to the Company such fees as set out in the Annexure 1 (“Collection Facilitation Services Fee”).
INVOICING
5.1. Razorpay shall raise invoices on a monthly basis, which shall be payable by the Partner within 7 (seven) days from the date of invoice. Any reasonable dispute in respect of an invoice must be communicated by the Partner via a notice (“Invoice Dispute Notice”) to the Company within a reasonable period, but no later than ten (10) days from the date of the invoice. The Company shall use good faith efforts to reconcile any reasonably disputed amounts. The disputed amount shall be paid within 7 (seven) days of the resolution of such dispute either resolved mutually between the Parties or in accordance with Clause 11.1 as the case may be. For undisputed amounts of such invoice shall be payable by the Partner within 7 (seven) days of receipt of such invoice request.
5.2. The Partner shall remit the Collection Facilitation Services Fee, subject to withholding Taxes under Applicable Laws, to the Company
INTELLECTUAL PROPERTY RIGHTS
The Company retains all rights in and to its pre-existing and independently developed Intellectual Property, including in any APIs. Other than as set forth in this Agreement, the Parties hereby agree that no right, interest or title is being provided to the Partner in any Intellectual Property of the Company. For the avoidance of doubt, the provisions of this Clause 6 shall remain in full force and effect notwithstanding cessation or termination of this Agreement for any reason whatsoever.
REPRESENTATIONS AND WARRANTIES
7.1. Each Party represents, warrants, and covenants to the other Party that as of the Execution Date:
7.1.1. such Party is duly organized and validly existing under Applicable Laws;
7.1.2. such Party has the power and authority by the board to execute (whenever requested in this regard the board resolution to be provided), deliver and perform this Agreement and to perform or cause to be performed its obligations under and as contemplated by this Agreement;
7.1.3. the execution and delivery by such Party of this Agreement, will not violate or conflict with any Applicable Laws, any order or judgment of any court or other agency or Government applicable to it or any contract with any third party; and
7.1.4. the signing and execution of this Agreement by such Party shall result in the creation of a legal, valid and binding obligation on such Party.
7.2. The Partner represents, warrants and covenants that:
7.2.1. it has the requisite infrastructure and resources to provide the Services in accordance with this Agreement;
7.2.2. its employees have the requisite skills, experience, qualifications, training, and resources (including the technology required) to provide the Services in accordance with this Agreement; SD-13055 Sreekan
7.2.3. it will comply with all Applicable Laws and that it has and shall, during the Term, have requisite approvals and permissions to provide its Services to the Company under this Agreement;
7.2.4. Terms of its services including its policies, as consented to by the Referral Leads, authorizes the Partner to share the Information, documents and consents of the Referral Leads as set out in Agreement.
7.2.5. it shall at all times provide true and accurate Information, including but not limited to electronic communications, Razorpay shall be entitled to rely on the same.
INDEMNITY AND LIMITATION OF LIABILITY
8.1. The Partner shall indemnify and keep indemnified and otherwise save, defend and hold harmless, the Company, its Affiliates, directors, employees, agents, consultants, representatives (“Company Indemnified Parties”) from and against all Losses accrued, suffered or incurred due to (a) any breach, violation or non-compliance of Applicable Laws; (b) any breach of representations, warranties and covenants of this Agreement; (c) any of the representations and warranties provided being false, inaccurate or misleading; (d) unauthorized disclosure, threatened disclosure or unauthorized use of Information; (e) any negligence, fraud, or willful misconduct; (f) the infringement or alleged infringement of any third party Intellectual Property rights; and/or (g) any claims arising out of interactions between the Partner and Referral Leads and / or Referred Merchants; (h) any claims received from third parties (including linked account beneficiaries) on account of Partner’s acts or omissions.
8.2. Without prejudice to Clause 8.1, the Company Indemnified Party(ies) shall be entitled to any other rights or remedies in law or equity including specific performance, rescission, restitution or injunctive relief.
8.3. Neither Party shall be liable to the other Party for any indirect, special, consequential or incidental damages, however caused, even if advised of the possibility of such damages.
8.4. Notwithstanding anything contained in this Agreement, the total liability of the Company under this Agreement for any Losses, claims, disputes, fines, failures of any nature whatsoever shall be limited to INR 10,000/- (Indian Rupees Ten Thousand only).
TERM, TERMINATION AND SURVIVAL
This Agreement shall commence on the Effective Date and shall continue to be valid for a period of 1 (One) year terminated (“Term”).
9.1. Termination for convenience: The Company shall be entitled to terminate this Agreement for convenience by giving a 30 (thirty) days’ written notice to the Partner.
9.2. Termination for Cause: Notwithstanding anything stated hereinabove, either Party may terminate this Agreement, forthwith, by providing a written notice to the other Party, in the following circumstances:
9.2.1. any breach of this Agreement by the other Party and such breach remains uncured for 10 (ten) days from the date of its first occurrence, or if the breach is incurable then immediately; or
9.2.2. in case of any breach or willful misconduct, fraud or negligence by the other Party in connection with performance of Services under this Agreement; or
9.2.3. the other Party is in breach of Applicable Laws;
9.2.4. breach of the obligations of the other Party set forth in Clause 3;
9.2.5. the infringement by the other Party of any third party Intellectual Property; 9.2.6. if any of the representations or warranties provided by the other Party are found to be incorrect, untrue or misleading, in any respect whatsoever.
9.3. Immediate termination: The Company shall be entitled to immediately suspend the Partner’s participation to the Razorpay Partnership Program and terminate this Agreement with the Partner in its sole discretion without any notice period in the following events:
9.3.1. Partner’s activities have a high-risk score as per Razorpay’s internal fraud assessment tools and other policies.
9.3.2. the Company is of the opinion that there are suspicious circumstances surrounding the Partner’s activities.
9.3.3. the Company in its sole discretion determines that the Partner’s activities expose Razorpay to risks which are unacceptable to Razorpay.
9.3.4. the Company in its sole discretion is required to do so due to regulatory changes impacting the Razorpay Partnership Program.
9.4. Effects of Termination: Upon termination or expiration of this Agreement, neither the Partner nor the Company will have any further obligations under this Agreement, except that:
9.4.1. the Partner will deliver to the Company at the Company’s option, or dispose of, any materials developed/ provided/ shared through termination or expiration;
9.4.2. the Partner will pay the Company all outstanding monies including any Collection Facilitation Service Fees;
9.4.3. the Partner will cease the use or reference of the Razorpay Partnership Program or other Intellectual Property of the Company and promptly return to the Company all Information, provided to the Partner under this Agreement.
9.5. Survival: Notwithstanding the above, the provisions of Clauses 6 (Intellectual Property Rights), 7 (Representations and Warranties), 8 (Indemnification and Limitation of Liability), 9.5 (Effects of Termination), 9.6 (Survival), 10 (Confidential Information), and 11 (Miscellaneous) shall survive the expiry or earlier termination of this Agreement. Any provision and obligation of the Parties relating to or governing their acts, which expressly or by its nature survives such termination or expiration, shall be enforceable with full force and effect notwithstanding such termination or expiration, until it is satisfied in full or by its nature expires.
CONFIDENTIAL INFORMATION, TERMINATION AND SURVIVAL
10.1. The Parties shall not at any time, either during the Term or thereafter, use, disclose, disseminate or communicate to any Person whatsoever any Information which the receiving Party has or of which the receiving Party may have had access to while providing the Services, except - (i) as authorized by the disclosing Party by way of written consent or (ii) pursuant to a valid binding order by a court of competent jurisdiction, provided that the receiving Party shall give prior written notice in this regard to the disclosing Party so that the disclosing Party may seek a protective order or other appropriate remedy.
10.2. The receiving Party may disclose the Information only to its employees, agents, and consultants on a ‘need to know’ basis. In addition, prior to any disclosure of such Information to any such employee, agent, or consultant, such employee, agent, or consultant, shall be made aware of the confidential nature of the Information and shall execute, or shall already be bound by, a non- disclosure agreement containing terms and conditions consistent with and no less protective of the Information than the terms and conditions of this Agreement. In any event, the receiving Party shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees, agents, or consultants.
10.3. The receiving Party agrees (a) that any knowledge acquired by the receiving Party from such Information or otherwise through its engagement hereunder shall not be used by the receiving Party for any purpose other than for the limited purpose of provision of Services under this Agreement.
10.4. The confidentiality obligations stipulated in this Agreement will not extend to any Information which (i) was freely available in the public domain prior to the disclosure by disclosing Party to the receiving Party or becomes available in the public domain through no fault or negligence of the receiving Party or its employees or agents; (ii) was rightfully in possession of or known to the receiving Party without any obligation of confidentiality prior to receiving it from the disclosing Party; (iii) is received by the receiving Party from a third party, without any breach of confidentiality obligations; (iv) is independently developed by the receiving Party without recourse to the Information of the disclosing Party and such independent development can be shown by documentary evidence.
10.5. Upon request by the disclosing Party, the receiving Party shall deliver to the disclosing Party all documents and other materials in any medium in its possession or control which contain or refer to the Information. If the documents or other materials are not capable of being returned, the receiving Party shall destroy and certify the destruction of such documents and materials to the reasonable satisfaction of the disclosing Party. Provided, however, that the receiving Party may retain one copy of the Information in the records of its legal or compliance department, for archival purposes, to the extent and for so long as such is required for receiving Party to comply with Applicable Laws or regulation or a bonafide internal compliance or retention policy.
10.6. Information disclosed under this Agreement shall remain confidential for a period of 2 (two) years after expiry of the Term of this Agreement and such obligations shall survive for the mentioned period in the event of early termination of this Agreement.
MISCELLANEOUS
11.1 Governing Law and Jurisdiction: This Agreement shall be governed in accordance with the laws of India. The courts of Bangalore shall have exclusive jurisdiction in respect of any such disputes or claims.
11.2 Relationship of Parties: The Partner is an independent contractor of the Company. Nothing in this Agreement shall constitute the Parties as joint venture partners, agents, employees or acting as other than independent contractors.
11.3 Use of logo: Neither Party shall be entitled to use the name and logo of the other Party for the purpose of business promotion and development, whether in sales or marketing documents, presentations, and other materials or otherwise, without the prior written consent of such other Party, other than as agreed under this Agreement.
11.4 Further Actions: The Partner shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may reasonably be required or requested by the Company to give effect to the terms of this Agreement.
11.5 Notices: Except as otherwise provided in this Agreement, a notice or other communication given under or in connection with this Agreement must be (a) in writing, (b) in the English language, and (c) sent by (i) e-mail and (ii) personal delivery or by courier or registered post to address as set out below:
or such other notified address as a Party may, by written notice to the other Party, substitute for its notified address set out above.
11.6. Delay or Omission: No delay or omission in exercise of any right, power or remedy accruing to any Party, upon any breach or default of any Party under the Agreement, shall impair any such right, power or remedy of any Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring.
11.7. Amendment: No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties.
11.8. Sub-contracting: Except for engaging with the third party distributors, the Partner shall not engage any third party subcontractors or its Affiliates to perform the Services (or any portion thereof).
11.9. Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law by a court of competent jurisdiction, it is the intention of the Parties that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable. Without prejudice to the foregoing, the Parties shall mutually agree to provide a legal, valid, and enforceable provision as similar in commercial terms and effect to such illegal, invalid or unenforceable provision as may be possible.
11.10. Entire Agreement: This Agreement together with all the schedules forms a single agreement between the Parties. The Agreement constitutes the entire understanding between the Parties with regard to the subject matter hereof and thereof and supersedes any other agreement between the Parties relating to the subject matter hereof and thereof, including any term sheet or memorandum of understanding entered into between them. For the purpose of giving full and proper effect to this Agreement and the SPF, both shall be read together and construed harmoniously. The terms of SPF shall prevail in the event of any inconsistencies with the Agreement.
11.11. Audit: Partner will keep and maintain complete and accurate books and records in connection with the Agreement and will retain such books and records for a period of no less than five (5) years following the expiration or termination of the Agreement or for such longer period as may be required under Applicable Law (the “Audit Period”). Upon written notice to Partner, Company may audit, or may direct an independent, third-party auditing firm to audit Partner’s books, records, third party audit and examination reports, systems, facilities, controls, processes, procedures, and information pertaining to the Agreement during normal business hours at any time during the Audit Period including but not limited to consents of Referred Merchants for operationalizing this arrangement. If a Governmental Authority is performing an audit of Company, upon Company’s request, Partner will provide such Governmental Authority with any information and/or access requested by such Governmental Authority. Partner will cooperate with the Company in connection with facilitating any such audit.
11.12. Expenses: Each Party shall bear its own expenses incurred in relation to the performance of its obligations as contemplated in the Agreement, including expenses relating to the fees of counsel, auditors and other advisors.
11.13. Assignment: Neither Party may assign their rights and obligations under this Agreement without the other Party’s consent, provided that the Company may assign any of its rights under this Agreement to any of its Affiliates without obtaining the prior written consent of the Partner. Effective from 1st January 2026, the Agreement shall stand assigned to Razorpay Payments Private Limited.
11.14. Counterparts: The Agreement may be executed and delivered in any number of counterparts each of which shall be an original, but all of which together shall constitute one instrument.
Annexure I
TERMS OF RAZORPAY PARTNERSHIP PROGRAM
The Parties agree as follows:
Platform Activity
Platform Activity shall include but not limited to (i) creating payment links and QR- codes, (ii) create payment via payment gateway, (iii) initiate refunds, (iv) gain read only access to the Transactions (v) gain read only access to the refund history and (vi) gain read access to the dispute history (v) pre-fill KYC related information and documents of the Referred Merchant on behalf such Referred Merchant (vi) respond and/or submit documents on behalf of the Referred Merchant for disputes and chargebacks.
Terms of Participation:
2.1. Partner shall first onboard itself with the Company by completing the requisite onboarding activities.
2.2. Upon completion of onboarding requirement to the satisfaction of Razorpay, Partner Platform shall gain access to its Dashboard where it shall (i) refer the Referral Leads to the Company and (ii) add and view the list of Referred Merchants.
2.3. Partner may undertake to carry out Platform Activity for the Referred Merchant with such Referred Merchant’s consent. Partner Platform represents, warrants and covenants that it has obtained valid consent from the Referred Merchants for conducting the Platform Activity and shall indemnify the Company in case of any breach of this clause. Partner shall provide such consent for verification to the Company on demand. With respect to pre-filling of KYC related information of the Referred Merchant, the Partner agrees and undertakes that they have and at all times maintain the requisite consents to use and share the KYC related information of the Referred Merchant with Company in accordance with Applicable Laws including the Digital Data Protection Act, 2023.
Collection Facilitation Services:
In lieu of the Collection Facilitation Services Fee, the Company shall provide the following Collection Facilitation Services in accordance with the following terms:
3.1. Upon Referred Merchant’s consent, the Company shall enable the Partner to split payments of the Transaction Amount (that have been initiated through the Partner) into route linked accounts tagged to the Partner (“Collection Facilitation Services”) for the limited use cases defined in clause 4 below (“Use Cases”).
3.2. For the purpose of splitting payments, Company shall create Partner level route linked accounts (“Route Linked Accounts”) for settlement of the split payments. The Partner agrees to submit required documents and proofs evidencing the existence of a relationship between the Partner and/or and such other parties (including Referred Merchants, if required) as may be required by Company for creation of the Route Linked Accounts. Such Route Linked Accounts shall only be created by the Company upon its satisfaction of the documents submitted by the Partner.
3.3. The Partner undertakes and agrees that it has collected and shall at all times maintain the requisite consents and permissions from the Referred Merchant for availing Collection Facilitation Services specifically covering the Use Cases specified hereinbelow.
3.4. The Partner shall only split payments of the Transaction Amount as per the quantum and frequencies as specified in Clause 4 below (“Quantum and Frequencies”). Further, the Partner agrees that it has specific consent from the Referred Merchants on such quantum and frequency of such split payments /deductions from the Transaction Amount as specified in clause 4 below. The Partner shall not split payments of the Transaction Amount other than as provided under Clause 4 hereinbelow without prior written consent of the Company and instructions of the Referred Merchants to the Company. Any breach of this clause shall be a material breach of this Agreement. Without prejudice to any other rights and remedies available to the Company, the Company shall be entitled to levy a penalty amount equivalent to 200 times the quantum of the split payments made by the Partner in violation of this Agreement.
3.5. The Partner hereby acknowledges and agrees that the Company shall not be liable for any disputes between the Partner and the Merchants, in relation to the services rendered by the Partner to such Merchants.
Platform Activity
The Partner shall pay the following Collection Facilitation Services Fee to the Company: 0.10%
Commission
6.1.In consideration of the Referral Services provided by the Partner and subject to Clause 6.3 hereinbelow, the Partner shall be entitled to receive Commission as set out hereinbelow Variable Commission: (Razorpay Fees- Partner Base Price) * Transaction Amount
6.2.The Partner acknowledges and agrees that payment of Commission by the Company is solely based on the Transactions carried out by the Referred Merchants and not merely by virtue of providing Referral Leads to the Company. It is hereby clarified that no Commission will be due or payable by the Company to the Partner for Referral Leads that are existing Merchants of Company
6.3.Partner shall not offer the Products to Referral Leads at a price which is below the Partner Base Price as set out in Clause 7 hereinbelow. Commission payable by the Company, is the additional fee that the Partner may charge the Referred Merchants which is over and above the Partner Base Price. This may be either as a flat amount or a percentage of the Transaction Amount. The calculation and/or payment of Commission is subject to change in the Company’s sole discretion.
6.4. The Partner shall not be eligible for any Commission whatsoever unless the following conditions are fulfilled: a) in order to receive Commission during a particular calendar month, there must be a minimum of three (3) active and transacting Referred Merchants for that calendar month for the Partner; b) Partner must claim the Commission for the relevant financial year by clicking ‘process invoice’ tab in the Dashboard within a period of 90 (ninety) days from the end of such financial year; and c) Partner must communicate correct pricing to the Referred Merchants as specified hereunder. It is hereby clarified that Commission is not payable to the Partner for those Transactions resulting in refunds.
6.5. The Partner agrees and acknowledges that the Company reserves a right to withhold the Commission in the event of Partner’s breach of Applicable Laws with respect to tax/ GST filing.
6.6. Under a circumstance where the Partner that is not registered with GST Act, is to be paid commissions during any financial year in which the Commissions payable to such a Partner exceeds the turnover exemption threshold specified under the GST Act warranting GST registration, Company shall reserve the right to hold any subsequent Commission till such time the GST registration certificate is obtained by such Partner and made available to the Company along with requisite tax invoices.
6.7. In order to receive Commission, Partner shall enable account settlements on the Partner dashboard (“Dashboard”) by completing the activation process therein.
6.8. Invoices must be generated by the Partner by clicking the ‘process invoice’ tab on its Dashboard to process the invoice and earn Commission. It is the Partner’s sole responsibility to track and generate invoices. Any reasonable dispute in respect of an invoice must be communicated by the Partner via a notice (“Invoice Dispute Notice”) to the Company within a reasonable period, but no later than ten (30) days from the date of the invoice. The Company shall use good faith efforts to reconcile any reasonably disputed amounts. The disputed amount shall be paid within 30 (thirty) days of the resolution of such dispute either resolved mutually between the Parties or in accordance with Clause 10.1 as the case may be. For undisputed amounts of such invoice shall be payable by the Company within 30 (thirty) days of receipt of such invoice request
6.9. The Company shall remit the Commission, subject to withholding Taxes under Applicable Laws, to the designated bank account of the Partner.
6.10. It is hereby clarified that the Company shall reserve the right to release Commission only against submission of a valid GST compliant invoice and GST registration certificate from the Partner. The partners are to file GST returns as per the statutory timelines to ensure the GST input credit is available to the Company on a monthly basis. The Parties hereby agree that in case any GST input credit is denied or delayed to the Company due to any non-compliance by the Partners (such as failure to upload the details of the tax invoice on the GSTN portal, failure to pay GST to the Government etc.), the Partner would reimburse the loss to the Company but not limited to, the tax loss, interest and penalty
Partner Base Price: Partner Base Price shall be as follows:
The Partner agrees that the aforementioned Partner Base Price shall be applicable for the following industries – Educational merchants (MCC code- 8211 and 8220) only. For any other industries, the standard pricing as determined by the Company shall be applicable. For payment methods not specified hereunder, the Company shall be entitled to charge the Referred Merchants as per pricing determined by the Company, at its sole discretion.
Schedule II
Prohibited Products and Services
1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites;
2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
3. Body parts which include organs or other body parts;
4. Bulk marketing tools which include 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 include Mod chips or other devices designed to circumvent copyright protection;
8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
9. Copyrighted Software which includes unauthorized copies of Software, video games and other licensed or protected materials, including OEM or bundled Software;
10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
12. Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items;
13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to Software, servers, website, or other protected property;
17. Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts;
18. Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
19. Offensive goods which include literature, products or other materials that:
a. Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
b. Encourage or incite violent acts; or
c. Promote intolerance or hatred.
20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
23. Securities which include government bonds or related financial products;
24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
25. Traffic devices which include radar detectors/jammers, license plate covers, traffic signal changers, and related products;
26. Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
27. Wholesale currency which includes discounted currencies or currency exchanges;
28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;
29. Multi-Level Marketing collection fees;
30. Matrix sites or sites using a matrix scheme approach;
31. Offering Work-at-home approach and/or Work-at-home information; with an intention to deceive;
32. Drop-shipped merchandise;
33. Any product or service which is not in compliance with all Applicable Laws and regulations whether federal, state, local or international, including the laws of India;
34. Merchant providing services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to 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., Web-based telephony, Website supplying medicines or controlled substances, website that promise online matchmaking);
36. Businesses out rightly banned by law (e.g., Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
37. Merchants who deal in intangible goods/ services (e.g. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or Service, which in the sole opinion of either the Partner Bank or the Acquiring Bank, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to the Merchant from time to time. This shall be without prejudice to any other terms & conditions mentioned in this Agreement;
38. Mailing lists;
39. Virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;
40. Money laundering services;
41. Database providers (for tele-callers);
42. Bidding/Auction houses;
43. Activities prohibited by the Telecom Regulatory Authority of India;
44. Any other activities prohibited by Applicable Laws;
45. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);
46. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses.
The above list is subject to additions / changes by Razorpay, based on instructions received from Facility Providers, without any prior intimation to you.
