Terms and conditions for RazorpayX ICICI Current Account.
Last updated on July 5, 2021
2. PROVISION OF THE SERVICES BEING OFFERED BY RAZORPAY
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. 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our Services, you agree that Razorpay disclaims any liability or authenticity of any information that may have become outdated since the last time that particular piece of information was updated.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 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.
"API" means application programming interface which refers to electronic communication protocols used by the software of the various entities / intermediaries in a payment system established to initiate, implement and effect electronic payments;
"Applicable Law" 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 authority having competent jurisdiction over, or application to User or Razorpay or subject matter in question
"BANK ACCOUNT" means a banking account maintained by the User.
Data Protection Legislation" means the legislation and regulations relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including (without limitation):
- the Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 ("Privacy Rules") and any other applicable rules framed thereunder; and
- all other banking industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator; and
- "NPCI" means the National Payments Corporation of India constituted pursuant to inter alia the provisions of the Payment and Settlement Systems Act, 2007;
- "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;
- "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
In consideration of the Services rendered by us, you shall pay Razorpay a fee ("FEE") mentioned on the Razorpay dashboard. Razorpay reserves the right to revise the Fee periodically and will intimate you of any such change within reasonable time
You shall be responsible to pay all taxes, levies, duties, assessments and deductions of every nature required by law in connection with the provision of Services and hereby indemnify, defend and hold Razorpay and their respective shareholders, directors, officers, employees and agents harmless from any and all liability that may become due on account of any alleged non-payment of any or all of such taxes, levies, duties, assessments, or deductions, including, among other things, any penalties and interest thereon assessed by any federal, state or local government authority against Razorpay and all costs and expenses including reasonable attorney's fees incurred in defense of any such assessment. Notwithstanding anything in the foregoing to the contrary, in no event will Razorpay be responsible for any taxes based on your net income or gross receipts, or other such taxes based on you doing business in any particular jurisdiction
You shall make the required payments under applicable Goods and Service Tax ('GST') law and related rules and regulations with reference to the Services. You will file timely GST returns as mandated under applicable laws quoting Razorpay's Goods and Service Tax Identification Number ('GSTIN') to enable Razorpay to claim all the available benefits including but not limited to input credit under prevalent GST law. If you fail to pay and file the GST returns as per the timelines mandated under applicable laws due to which Razorpay is unable to claim input credit for such GST amounts, then you shall pay to Razorpay, the amount as it would had been available to Razorpay on account of timely filing of the GST return by you.
5. AUTHORISATIONS BY THE USER
- It has authorized and granted consent to Razorpay to collect, store, and use any data of the User which is shared with Razorpay for Razorpay's business purposes
- It has authorized Razorpay to collect all data provided on Razorpay's dashboard and initiate the current account opening process and API registration process to subscribe to the Sponsor Bank's APIs.
- It has further authorised Razorpay to service the User's current account on its 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 Bank on their behalf.
6. PROPRIETARY RIGHTS
You acknowledge and agree that Razorpay (or Razorpay's licensors) owns all legal and proprietary right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). 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.
Unless you have been expressly authorized to do so in writing by Razorpay, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized User of such marks, names or logos.
7. COMPLIANCE WITH ANTI-BRIBERY AND ANTI-CORRUPTION LAWS
User agrees and unconditionally undertakes to comply with all applicable commercial and public anti-bribery and anti-corruption laws (including but not limited to the provisions of Foreign Corrupt Practices Act, 1977, UK Bribery Act, 2010, Prevention of Corruption Act, 1988, Prevention of Money Laundering Act, 2002, Foreign Contribution (Regulation) Act, 2010, and any amendments thereto) which prohibit the User, its/ his/ her officials, representatives, agents or any other person associated with or acting on behalf of such User from giving, offering, promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything of value (either directly or indirectly) whether from within the country or from abroad to government officials, publics 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 organisation and political parties. User also agrees not to give, offer, pay, promise or authorise to give or pay, directly or through any other person, anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing a decision in favour of the User. The User also unconditionally agrees and undertakes that it is compliant with and shall do/ undertake all acts necessary to continue to be compliant with the provisions of 'The Know Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation', RBI, as amended from time to time.
8. COMPLIANCE WITH MANDATES OF THE OFAC
User undertakes that it shall, during the use of the Services, be in compliance with the mandates of OFAC and acknowledges that the User has not directly or indirectly lent, contributed or otherwise made available funds to any of its affiliates, joint venture partners or any other person or entity for the purpose of financing the activities of any person currently subject to the OFAC Specially Designated Nationals List (SDN), Consolidated Sanctions List and the Additional OFAC Sanctions List, as amended from time to time. For the purpose of this paragraph 7, OFAC means the Office of Foreign Assets Control constituted under the laws of the United States of America.
9. EXCLUSION OF WARRANTIES
You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided on an "as is" and "as available" basis.
In particular, Razorpay, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that:
- The information or Contents provided on the Website are accurate, complete and updated;
- Your use of the Services will meet your requirements;
- Your use of the Services will be uninterrupted, timely, secure or free from error;
- Any information obtained by you as a result of your use of the Services will be accurate or reliable; and
- That defects in the operation or functionality of any software provided to you as part of the Services will be corrected.
Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
Razorpay further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
Representations and Warranties of User/ seller
The User/ seller hereby represents and warrants:
- That User/ seller, in case of a natural person, is at least 18 years old with a conscious mind fit and proper to enter into this agreement (the "Policies"), is a resident of India with valid credentials and is an entity who is legally eligible to carry out or operate a business in India;
- That the all the information and documents pertaining to his/ her identity and address proof, as submitted for the purpose of know your client (KYC) verification with Razorpay are true and genuine and are not fabricated or doctored in any way whatsoever. That the User shall hold and keep Razorpay, its promoters, directors, employees, officials, agents, subsidiaries, affiliates and representatives harmless from any liabilities arising in connection with any incidental or intentional discrepancy that is found to be there in the documents submitted by such User for the purpose of KYC formalities;
- That any incidental or upfront liability arising in connection with User's/ seller's KYC formalities for the purpose of availing the services of Razorpay shall be the absolute responsibility and repercussion of the User and neither Razorpay nor any of its affiliates or office bearers shall be responsible in any way for any reason including for ascertaining the veracity of the KYC documents submitted by such User with Razorpay;
- That User/ seller shall be solely responsible for understanding and complying with any and all applicable laws relevant to the User and their business, and any liability, whether pecuniary or otherwise, arising from any non-compliance of such applicable laws shall be at the sole cost and risk of such User;
- That the User shall ensure that its IT systems and infrastructure are compliant with the mandates of PCI-DSS and Payment Application-Data Security Standard, as applicable to it;
- That the User/ seller shall operate and conduct his/ her business as per declaration provided by such User to Razorpay at the time of onboarding of such User by Razorpay and shall promptly report any change/ deviation/ addition/ deletion in the scope of business activities of such User to Razorpay;
- That all data, information, inventions, intellectual properties (including patents, trademarks, copyrights, design and trade secrets), know-how, new uses and processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software for the purpose of availing of services of Razorpay and any updates or amendments thereto is and shall be the sole intellectual property of Razorpay and should in no way be construed to grant any rights and/ or title to the User in such intellectual property of Razorpay;
- That the User/ seller shall accord adequate and timely co-operation in allowing Razorpay or it's appointed agencies or regulators to conduct audits, including for compliance with the Policies and provisions of applicable laws.
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 or expenses (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:
Infringement of intellectual property rights of Razorpay
Breach of the confidentiality provisions, including but not limited to breach of Personal Data with such breach being attributable to the User;
in respect of communications and customer information which have been furnished by the User or appears to have been furnished by or on behalf of the User;
in respect of the said arrangement for API integration for providing the Services;
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 the User based on the instructions sent by the User;
in respect of breach of security measures/ standards/ regulations/ requirements/ guidelines which would be applicable for API Services directly attributable to breach by the User;
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 the User.
Any legal actions brought against Razorpay arising out of or directly attributable to the 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.
11. LIMITATION OF LIABILITY
Razorpay shall not be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited to damages for loss of profits, lost revenues however caused and under any theory of liability, including but not limited to contract or tort and whether or Razorpay was or should have been aware or advised of the possibility of such damage and notwithstanding the failure of essential purpose of any limited stated herein. Further, Razorpay disclaims any liability for any losses due to deficiency in the Services at the Sponsor Banks end.
12. GOVERNING LAW, SETTLEMENT OF DISPUTES AND JURISDICTION
14. DATA PRIVACY OBLIGATIONS
User shall comply with all Data Protection Legislation and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the Data Protection Legislation.
- User shall not process or transfer any Personal Data outside India.
- User shall at all times have appropriate technical and organizational measures in place: -
- to prevent unauthorized or unlawful processing of any Personal Data;
- to protect any Personal Data against accidental loss, destruction or damage; and
- to ensure the reliability of its employees/contractor having access to the Personal Data.
DESCRIPTION OF THE SERVICES
- 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.
- Besides the above features, the conventional features of checking balances, fetching account statement will also be available.
- Hence Razorpay will provide a technical solution that will be utilised by the User to manage their current account. Razorpay will integrate the following API's (including but not limited) to create this dashboard solution
|Name of API's||Used for:|
|Payment APIs||Processing NEFT, RTGS, IMPS, UPI & FT Transactions|
|Balance Inquiry||Providing the latest available balance to the User|
|Account Statement||Generating a statement comprising deposits and withdrawals for a specific period.|