TERMS OF USE FOR RAZORPAYX SERVICES

Last updated on December 27, 2019

1. Introduction and Terms of Use

These Terms of Use for RazorpayX Services contained hereinafter ("Terms of Use") shall be in addition to the Terms & Conditions available on the website www.razorpay.com and any other linked pages, products, software(s), API keys, features, content or application services (including but without limitation to any mobile application services) in connection therewith, offered from time to time by Razorpay Software Private Limited ("Razorpay" or "we" or "our" or "us") (collectively, "Website").

Any person availing the Services of RazorpayX ("Services") shall be presumed to have read these Terms of Use (which includes the Privacy Policy, separately provided on the Website) and unconditionally accepted the terms and conditions set out herein. These Terms of Use constitute a binding and enforceable agreement between the User and Razorpay. These Terms of Use do not alter in any way the terms or conditions of any other written agreement you may have with Razorpay for other services.

Please read the terms set out hereunder carefully before agreeing to the same. If you do not agree to these Terms of Use (including any referenced policies or guidelines), please immediately terminate your use of the Website. You can accept the Terms of Use by:

Clicking to accept or agree to the Terms of Use, where this option is made available to you by Razorpay in the User interface for any particular Service; or

Accessing, testing or actually using the Services. In this case, you understand and agree that Razorpay will treat your use of the Services as acceptance of the Terms of Use from that point onwards.

For the purpose of these Terms of Use, wherever the context so requires, the term "User"shall mean and include any natural or legal person who has agreed to these Terms of Use on behalf of itself or any other legal entity.

It is clarified that the Privacy Policy (that is provided separately), form an integral part of these Terms of Use and should be read contemporaneously with the Terms of Use. Illegality or unenforceability of one or more provisions of these Terms of Use shall not affect the legality and enforceability of the other terms of the Terms of Use. For avoidance of doubt, if any of the provisions becomes void or unenforceable, the rest of the provisions of these Terms of Use shall be binding upon the User.

The Terms of Use may be revised or altered by us at our sole discretion at any time without any prior intimation to the User. The latest Terms of Use will be posted here. Any such changes by Razorpay will be effective immediately. By continuing to use this Website or to access the Services / usage of our Services after changes are made, you agree to be bound by the revised/ amended Terms of Use and such amendments shall supersede all other terms of use previously accepted by the User. You are solely responsible for understanding and complying with all applicable laws of your specific jurisdiction that may be applicable to you in connection with your business and use of our Services.

2. PROVISION OF THE SERVICES BEING OFFERED BY RAZORPAY

Subject to these Terms of Use, Razorpay offers the Services set forth in Schedule I herein.

Schedule I also contains descriptions of the Services.

Razorpay is constantly evolving in order to provide the best possible experience and information to its Users. You acknowledge and agree that the form and nature of the Services which Razorpay provides may change from time to time without any prior notice to you.

As part of this continuing process, you acknowledge and agree that Razorpay may stop (temporarily or permanently) providing the Services (or any features within the Services) to you or to Users generally at Razorpay's sole discretion, without any prior notice. You may stop using the Services at any point of time. You do not need to specifically inform Razorpay when you stop using the Services.

You acknowledge and agree that if Razorpay disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which are contained in your account, and Razorpay shall intimate you regarding the same.

Razorpay reserves the right to delete your User information stored in your account including but not limited to any or all personal information or any sensitive personal data or information ("SPDI") stored in your User account. Alternately, a User may notify us if they do not wish that we retain or use the personal information or SPDI by contacting the Grievance Officer (as provided below). However, in such a case, we may not be able to provide you some or all of our Services.

You acknowledge and agree that while Razorpay may not have currently set a fixed upper limit on the number of transmissions you may send or receive through the Services, such fixed upper limits may be set by Razorpay at any time, solely at Razorpay's discretion.

By using our Services, you agree that Razorpay disclaims any liability or authenticity of any information that may have become outdated since the last time that particular piece of information was updated. Razorpay reserves the right to make changes and corrections to any part of the content of this Website at any time without any prior notice to you. Unless stated otherwise, all pictures and information contained on this Website are believed to be in the public domain as either promotional materials, publicity photos, photoshoot rejects or press media stock. Please contact the Grievance Officer by an e-mail if you are the copyright owner of any content on this Website and you think the use of the above material violates the terms of the applicable Copyright law in any manner. In your request, please indicate the exact URL of the webpage to enable us to locate the same. We will endeavour to address your concerns and take necessary steps, if required. Please note that all images displayed in the Website have been digitised by Razorpay. No other party is authorised to reproduce or republish these digital versions in any format whatsoever without the prior written permission of Razorpay.

3. FOR THE PURPOSE OF THIS TERMS OF USE, THE BELOW DEFINTIONS SHALL BE CONSTRUED TO MEAN AND INCLUDE AS STATED BELOW –

  1. (a) "API" means application programming interface which refers to electronic communication protocols used by thesoftware of the various entities / intermediaries in a payment system established to initiate, implement and effect electronic payments;

  2. (b) "Bank Account" means a banking account maintained by the User.

  3. (c) "NPCI" means the National Payments Corporation of India constituted pursuant to inter alia the provisions of the Payment and Settlement Systems Act, 2007;

  4. (d) "Personal Data" means the 'personal information' and 'sensitive personal data or information' as defined under the Information Technology Act, 2000 and the rules and regulations thereunder;

  5. (e) "Sponsor Banks" mean the banks / entities with whom Razorpay has partnered to provide payment solutions to the User by establishing software protocols and integrations via API

4. AUTHORISATIONS BY THE USER

  1. (a) The User has authorised Razorpay to generate LDAP, User & Secret ID and subscribe to the API's on Sponsor Banks web portal or software platform on behalf of the User to facilitate the Services.
  2. (b) The User has further authorised Razorpay to service the User's current account on their behalf with regards to queries and complaints raised by the User and/or third party for facilitation of the Services including authorisation for raising of queries with the banks on their behalf.

5. INDEMNIFICATION

You shall indemnify and hold Razorpay, its directors, officers, employees, agents representatives, vendors and any related parties whatsoever, harmless from and against any and all losses, damages, costs orexpenses (including reasonable attorney's fees and any other pecuniary liability or any other obligations of any kind whatsoever) on account of claims, judgments, awards, decrees, settlements, fines, penalties arising from, including but not limited to the following:

  1. (a) In respect of communications and customer information which have been furnished by Client or appears to have been furnished by or on behalf of Client;

  2. (b) In respect of the said arrangement for API integration for providing the Services;

  3. (c) In respect of any debit to the current account of the User maintained with Razorpay for the purpose of payments to customers/ vendors/ employee of User based on the instructions sent by User;

  4. (d) In respect of breach of security measures/ standards/ regulations/ requirements/ guidelines which would be applicable for API Services directly attributable to breach by User;

  5. (e) Any wrongful, incorrect, dishonest, criminal, fraudulent or negligent work, default, failure, misrepresentation, misfeasance, bad faith, and/or misconduct (including perpetration of, or aiding and abetting fraud), any act or omission directly attributable to default of or by User; and

  6. (f) Any legal actions brought against Razorpay arising out of or directly attributable to User's management of API integration with the Sponsor Banks and/or the customer, including arising from any system, dashboard, or platform created by the User based on the API integration for its customer.

SCHEDULE I

DESCRIPTION OF THE SERVICES

    1. Razorpay in association with its Sponsor Bank plans to offer a current account solution via the use of API banking through which the User will have access to a dashboard created by Razorpay whereby a larger set of features on the accounts payables side like vendor payments, salary disbursements, bill payments, etc.,will be provided to the User through the current account.
    1. Besides the above features, the conventional features of checking balances, fetching account statement etc. will also be available.
    1. Hence Razorpay will provide a technical solution that may be utilised by the User to manage their current account. Razorpay will integrate the following APIs (including but not limited) to create this dashboard solution:
Name of API's Used for:
Single Payment Processing NEFT, RTGS, IMPS & FT Transactions
Multipayment Bulk Processing of NEFT, RTGS, IMPS & FT Transaction
Balance Inquiry Providing the latest available balance to the Client
Account Statement Generating a statement comprising deposits and withdrawals for a specific period.