Razorpay Agent Studio — Terms and Conditions

Razorpay Software Limited

Effective Date: 1^st July 2026

Version 1.0

These Terms and Conditions ("Terms") govern the access to and use of the Razorpay Agent Studio platform and associated AI-powered services ("Services") offered by Razorpay Software Limited ("RSL"), a company incorporated under the laws of India (CIN: U62099KA2024PTC188982), with its registered office at 1st Floor, SJR Cyber, 22 Laskar Hosur Road, Adugodi, Bengaluru 560030, Karnataka, India.

By accessing or using the Services through sign-up at https://razorpay.com/agent-studio/ — the Merchant agrees to be bound by these Terms. If the Merchant does not agree to these Terms, it must immediately cease all access to and use of the Services.

Agent Studio is an umbrella platform through which RSL makes available multiple categories of AI Agents, including data, analytics, and workflow Agents for the Merchant’s business and payments operations, and software-engineering Agents (offered under the “Slash” product) which read, write, and modify the Merchant’s source code and raise pull requests. These Terms apply to all Agents made available through Agent Studio. Where RSL makes available a specific Agent product, the product-specific scope and provisions set out in these Terms (including the software-engineering provisions applicable to Slash) apply in addition to the general provisions, and in the event of conflict the product-specific provisions shall prevail for that product. The specific parts of these Terms will apply depending on the scope of Services availed by the Merchant.

This document is an electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, read with the Information Technology Act, 2000, and does not require any physical or digital signatures.

1. Definitions

In these Terms, the following expressions shall have the meanings ascribed to them below:

2. Acceptance and Eligibility

2.1 These Terms are accepted by the Merchant upon signing up at https://razorpay.com/agent-studio/.

2.2 The Merchant represents and warrants that: (a) it is duly incorporated or otherwise legally constituted under Applicable Law; (b) the individual accepting these Terms on behalf of the Merchant has full authority to bind the Merchant; (c) it has valid subsisting agreements with Authorized Data Sources ("Underlying Agreements"), the terms of which remain in full force; and (d) it is not prohibited by any Applicable Law from entering into or performing these Terms.

2.3 These Terms supplement the Underlying Agreements. In the event of any conflict between these Terms and the Underlying Agreements on matters relating solely to the Services, these Terms shall prevail to the extent of such conflict.

3. Services

3.1 RSL shall make the Services available to the Merchant via the Agent Studio platform. The Services may include, without limitation:

• querying and retrieving Merchant transaction, settlement, and account data;
• automated dispute response and chargeback management;
• subscription recovery and retry logic;
• cashflow forecasting and settlement insights;
• customer support automation;
• agentic workflow builder and automation; and
• such other agentic capabilities as RSL may introduce from time to time.

3.2 RSL reserves the right, at its sole discretion, to modify, enhance, suspend, or discontinue any feature or aspect of the Services, with reasonable prior notice to the Merchant where practicable.

3.3 RSL does not itself hold any licence to operate as a payment system operator, or banking entity. The Services are software and technology services only. Any services availed by the Merchant from the Authorized Data Sources, remain the exclusive domain of the respective Authorized Data Sources, under their respective regulatory authorisations, and in accordance with the terms of the Underlying Agreements. RSL disclaims any warranties, representations and liabilities associated with the services availed by Merchant from the Authorized Data Sources.

3.4 The Services may incorporate or be powered by third-party AI models or platforms, including to provide better intelligence and Services to the Merchant. RSL shall be responsible for the integration and configuration of such models, and ensuring data minimisation in AI processing, but does not warrant the accuracy, completeness, or suitability of any AI-generated output.

3.5 Third-Party Models. The Services use AI models operated by RSL and by third-party providers. The current list of such third-party providers, the data shared with them, and their respective regions of processing, is maintained in the Sub-Processor Registry. The Merchant acknowledges that the Services are powered by third-party AI models subject to their provider's policies and terms of use. The Merchant shall not use the Services in any manner that would cause RSL or the underlying AI provider to be in violation of such policies/ terms.

3.6 Output: As between RSL and the Merchant, the Merchant owns the Service Outputs generated by Agents on its behalf, subject to the limited licence granted and to any rights of third-party model providers under their respective terms. The Merchant acknowledges that Service Outputs are non-deterministic and may not be unique; outputs generated for one Merchant may resemble outputs generated for another. The Merchant grants a limited license to RSL to process, store and share the Service Outputs for the purposes mentioned in these Terms.

3.7 Acceptable Use: The Merchant shall not upload or query unlawful, defamatory, discriminatory, or sexually explicit content. RSL shall have the right to introduce guardrails, including filters against the generation of unlawful, defamatory, discriminatory, or sexually explicit content. The Merchant shall not attempt to bypass such guardrails.

3.8 Disclosure to End Customers: The Merchant shall be solely responsible to disclose to its End Customers, in clear and conspicuous language, that automated systems are used in interactions to which an End Customer is a party, where such disclosure is required by Applicable Law or by the Merchant’s own privacy commitments to its End Customers. RSL is not responsible for the adequacy of the Merchant’s disclosure.

3.9 Agent Updates: RSL may release updates to Agents, including changes to underlying AI models, prompts, routing logic, and guardrails. RSL shall notify the Merchant of material changes to Agent behaviour through the dashboard or by email where a change is reasonably likely to alter the outputs or actions of an Agent in a manner that is material to the Merchant’s business.

3.10 Beta Features: RSL may make features available on a “beta”, “preview”, or “early access” basis. Such features are provided as-is, without any service-level commitment, may be discontinued or changed without notice, and are excluded from the audit, security, and indemnity provisions of these Terms except where the Merchant’s use is reasonably foreseeable and the breach is materially attributable to RSL’s gross negligence or wilful misconduct.

3.11 Communications Compliance: Where an Agent sends communications on the Merchant’s behalf, the Merchant shall: (a) maintain registration with the relevant Distributed Ledger Technology (DLT) platform mandated by TRAI and use only approved templates and content; (b) comply with the WhatsApp Business Solution Policy and analogous policies of any other communication channel, as applicable; (c) maintain valid consents under Applicable Law and applicable telecom regulations; and (d) honour opt-outs promptly. The Merchant agrees that RSL provides the technical means to deliver the communications, and the compliance with applicable communications regulation is the Merchant’s responsibility.

3.12 Partial Suspension. The Merchant may at any time disable any specific Agent, revoke any specific Merchant Authorization, or disconnect any connector, through the dashboard, without affecting the other elements of the Services. Where the Merchant disables an Agent, RSL shall cease invoking that Agent on the Merchant’s behalf and shall retain its audit trail.

3.13 Agent Action Classes: Agent actions are classified as follows:

(a) Read Actions, comprising queries, retrievals, and analytics that do not transmit data to any third party or initiate any communication;

(b) Communications Actions, comprising the sending of email, SMS, WhatsApp, voice, or other outbound messages to End Customers; and

(c) Transactional Actions, comprising any action with financial, contractual, or regulatory consequence, including dispute responses, refund initiations, subscription retries, chargeback representments, and the modification of any record at an Authorized Data Source.

(d) Write Actions, comprising committing or modifying code, creating or modifying pull requests, pushing branches, or otherwise writing to any Authorized Data Source or Authorized Repository; and

(e) Execution Actions, comprising running tests, scripts, build steps, or CI checks, or executing commands, where such capability is in scope.

3.14 Approval Gates: RSL shall make available, within the Agent Studio dashboard, controls by which the Merchant may require manual approval for any class of action, or for any action exceeding a configurable threshold (whether in monetary value, recipient volume, or otherwise). Where the Merchant has not configured such controls, RSL’s default classification, as published in the Agent Studio documentation, shall apply. The Merchant remains responsible for the configuration appropriate to its business.

3.15 Pause and Override: The Merchant may pause any Agent, or all Agents, from the dashboard at any time. RSL may, at its discretion, pause an Agent on RSL’s own initiative where RSL reasonably believes the Agent is malfunctioning, breaching Applicable Law, or could potentially cause harm/ security threat; RSL shall notify the Merchant of such pause without undue delay. It is hereby clarified that when the Merchant places a request to pause an Agent, RSL can only prevent Agents from starting a fresh run, i.e. RSL cannot stop Agents that are already in progress. Any Agent that was running before the Merchant initiated a pause will continue and complete its current run, performing the designated functions and Data processing in the run.

3.16 Software-Engineering Agents (Slash). Where the Merchant uses software-engineering Agents made available under the Slash product, the following apply in addition to the general provisions of these Terms: (a) RSL accesses only the specific source-code repositories and branches that the Merchant expressly authorises (the “Authorized Repositories”), and does not access any other repository, branch, or system of the Merchant; (b) Merchant source code, file contents, commit history, and configuration (“Repository Content”) are cloned into ephemeral working environments, processed transiently to complete a task, and are not retained beyond what is necessary to deliver the Services and to maintain the Audit Trail; (c) code changes are raised as a pull request or equivalent draft requiring the Merchant’s human review and sign-off, and RSL does not autonomously deploy code to production; (d) all generated or modified code is produced as a draft for human review and must be independently reviewed, tested, and approved by the Merchant’s qualified personnel before being merged, deployed, or used in any production or business-critical system; and (e) RSL does not warrant that generated code is original or free of third-party intellectual-property encumbrances, and generated code may resemble or incorporate code subject to open-source or other third-party licences (e.g. GPL, MIT); the Merchant is solely responsible for reviewing Service Output for open-source-licence compliance and third-party intellectual-property issues before deployment or use.

4. Data Access and Integration

4.1 To provide the Services, RSL shall, through an integration with the respective Authorized Data Sources, access and retrieve Merchant Data held by those entities, as applicable, on behalf of and at the direction of the Merchant. Such access is conditional upon the Merchant's valid subsisting Underlying Agreements.

4.2 The Merchant hereby authorises RSL to access, retrieve, process, and use Merchant Data (including from Authorized Data Sources’ systems) solely for the purpose of delivering the Services.

4.3 RSL shall implement industry-standard technical and organisational security measures to protect Merchant Data against unauthorised access, loss, or alteration.

4.4 The Merchant acknowledges that the accuracy, completeness, and timeliness of the Merchant Data available to RSL is dependent on the underlying systems of Authorized Data Sources. RSL shall not be liable for any inaccuracies in the Services arising from inaccurate, incomplete, or delayed data from those entities.

4.5 Transient processing. Where software-engineering Agents are used, Repository Content is cloned into ephemeral working environments and processed transiently, and RSL shall use commercially reasonable efforts to delete Repository Content from such environments following task completion.

4.6 Ownership of code. The Merchant remains the sole and exclusive owner of its source code and Repository Content. Nothing in these Terms transfers to RSL any right, title, or interest in the Merchant’s codebase.

5. Merchant Obligations

5.1 The Merchant shall:

• use the Services solely for its own lawful internal business purposes and in accordance with these Terms and all Applicable Laws;
• maintain accurate, current, and complete registration information;
• keep its API credentials, access tokens, and authentication details confidential and notify RSL immediately upon becoming aware of any actual or suspected unauthorised access;
• not permit any third party to access the Services on its behalf without RSL's prior written consent;
• not resell or commercially exploit the Services;
• cooperate with RSL in any investigation or audit reasonably required in connection with the Services.

5.2 Prohibited Uses: The Merchant shall use the Services solely for its own lawful internal business purposes. The following are strictly prohibited, whether the Merchant acts directly or by instructing an Agent:

(a) Legal compliance: Any use that violates Applicable Law, including laws relating to financial services, data protection, anti-money laundering, and sanctions; sending communications to End Customers in breach of the Information Technology Act, 2000, TRAI regulations, or any opt-out previously exercised by the End Customer; or engaging in telemarketing, unsolicited calling, or promotional activity in contravention of the Telecom Commercial Communications Customer Preference Regulations, 2018.

(b) Harmful and offensive content: Generating, processing, or distributing content that is defamatory, discriminatory, or sexually explicit; incites violence, promotes extremism or hatred, or facilitates harassment or intimidation; exploits or harms minors or depicts child sexual abuse material; or deliberately outrages the religious feelings of any class or community, promotes enmity between religious groups, constitutes blasphemy in any applicable jurisdiction, or misrepresents, ridicules, or falsely attributes statements to any religious figure, scripture, or symbol in a manner likely to cause offence or public disorder.

(c) Fraud, deception, and misinformation: Fabricating transaction records, generating false documents or fake identities, phishing, or facilitating any form of financial fraud, scam, or market manipulation; or creating or disseminating false or misleading information, impersonating real persons or entities, or deploying subliminal or manipulative techniques.

(d) High-risk autonomous decisions: Making any decision that produces a legal or similarly significant effect on a data principal without meaningful human review; or using Agent outputs as the basis for any decision relating to credit, employment, insurance, healthcare, or any other regulated outcome, unless the Merchant has independently verified the output, is itself authorised to make such decision, and has disclosed to the affected individual that AI was involved.

(e) Data and privacy: Unlawfully collecting, processing, or disclosing Personal Data; conducting unauthorised surveillance; misusing biometric or sensitive personal information; or accessing data outside the scope of the Merchant Authorization or accessing any Authorized Data Source by means other than through the integrations made available by RSL.

(f) Cybersecurity and infrastructure: Exploiting vulnerabilities in systems, distributing malware or ransomware, conducting denial-of-service attacks, circumventing authentication or security controls, developing weapons of any kind, or disrupting critical infrastructure such as payment networks, financial markets, or telecommunications systems.

(g) Platform integrity: Attempting to bypass content guardrails, rate limits, or access controls imposed by RSL or any Sub-Processor; operating multiple accounts to circumvent restrictions; automating account creation; scraping or distilling the underlying AI models; reverse-engineering, decompiling, copying, or mirroring the Services; or web-scraping or web-crawling the Services or any Authorized Data Source.

(h) Scope of use: Using Agents to access data of any other merchant of RSL or any third party outside the permitted scope; using Agents to harass, defraud, harm, or abuse any End Customer or third party; using Agents in a manner that breaches the terms of any Authorized Data Source, third-party connector, or AI sub-processor; or reselling, white-labelling, or otherwise commercially exploiting the Services.

5.3 The Merchant is solely responsible for ensuring that its use of the Services, and any actions taken by an Agent at the Merchant's direction, comply with all Applicable Laws including those relating to data protection, financial services, and consumer protection. If the Merchant violates Clause 5.2, RSL shall have the right to suspend/ terminate Merchant’s access to the Services immediately.

6. Data Privacy and Consent

6.1 The Merchant hereby grants RSL explicit Merchant Authorization to collect, process, store, and use all Merchant Data, End Customer Data, including Personal Data and financial data, for the purpose of (A) providing the Services; (B) enabling RSL and its affiliates to offer insights, value added services, and marketing & communications related services through internal, affiliated and external platforms; (C) using current or historic data for improving and enrichment of the services and analytics while ensuring de-identification and anonymization of personal data where required (collectively the “Authorised Purpose”).

This consent extends to:

• transaction data, account balances, settlement records, and payment histories;
• personal data of the Merchant's authorised representatives; and
• End Customer Data to the extent made available to RSL in the course of delivering the Services.

6.2 RSL shall process Personal Data in accordance with Applicable Law, including the Digital Personal Data Protection Act, 2023. The Privacy Policy is incorporated into these Terms by reference.

6.3 The Merchant warrants that: (a) it has obtained all necessary consents from its end customers for the disclosure of their Personal Data to RSL for the purposes contemplated by these Terms; and (b) its disclosure of such Personal Data to RSL does not violate Applicable Law.

6.4 RSL shall process the Merchant Data, Personal Data and End Customer Data for the Authorised Purpose. RSL may share Merchant Data with its sub-processors listed in its Sub-Processor Registry, for the Authorised Purpose, subject to equivalent data protection obligations.

6.5 Upon termination of these Terms, RSL shall, at the Merchant's written request, delete or return Merchant Data within a reasonable period, not exceeding 90 days, except where retention is required by Applicable Law.

6.6 RSL shall promptly notify the Merchant of any personal data breach affecting Merchant Data and End Customer Data that is required to be notified under Applicable Law.

6.7 All Merchant Data and End Customer Data originating from RBI-regulated Authorized Data Sources shall be stored in India.

6.8 Roles: With respect to End Customer Personal Data processed under these Terms, the Merchant is the Data Fiduciary and RSL is the Data Processor acting on the Merchant’s behalf. With respect to Personal Data of the Merchant’s authorised representatives collected by RSL to operate the Services, RSL is the Data Fiduciary. The processing instructions issued by the Merchant through configuration of Agent Studio (including Merchant Authorization, Agent settings, and approval gates) and consents granted to RSL under these Terms and the Privacy Policy, constitute the Merchant’s documented instructions to RSL.

6.9 Processor Obligations: RSL shall: (a) process Personal Data only on the documented instructions of the Merchant in accordance with these Terms and Privacy Policy, including Clause 6 of these Terms, except where required otherwise by Applicable Law; (b) ensure that personnel authorised to process Personal Data are bound by confidentiality obligations; (c) implement and maintain the technical and organisational measures; (d) assist the Merchant in responding to requests by data principals exercising rights under Applicable Law; (e) make available to the Merchant, on reasonable request, such information as is necessary to demonstrate compliance with this clause, including the most recent reports of independent audits or certifications obtained by RSL.

6.10 Cross Border Processing: To deliver certain Services, Merchant Data (including, where software-engineering Agents are used, source code, diffs, and task descriptions) may be transmitted to sub-processors and LLM Providers that process data outside India. The Merchant acknowledges and expressly consents to this cross-border processing. Where the Merchant is subject to data-localisation or residency requirements (including in respect of any RBI-regulated or other regulated data), the Merchant is responsible for determining whether the Services are suitable for its use and for restricting the data it exposes to the Services accordingly.

7. Fees and Billing

7.1 The Merchant shall pay RSL the fees specified in the applicable order form, pricing schedule, or as otherwise agreed between the parties in writing ("Fees"). RSL shall invoice the Merchant for the Services. RSL is making available the initial access to the Services at an introductory promotional offer, including a waiver of Fees for initial access, as may be specified by RSL in its sole discretion. RSL reserves the right to a withdrawal of introductory promotional offer and subsequently levy or revise the Fees in accordance with Clause 7.5.

7.2 All Fees are exclusive of applicable taxes, including Goods and Services Tax (GST), which shall be charged in addition at the prevailing rate. The Merchant shall bear all applicable taxes. The Merchant agrees that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by the Merchant.

7.3 Fees are due within the period specified in the applicable invoice. RSL 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 the Merchant to RSL via a notice no later than ten (10) days from the date of the invoice, failing which such invoices would be deemed to be accepted by the Merchant. For disputed invoices, RSL shall use good faith efforts to reconcile any reasonably disputed amounts. RSL reserves the right to charge interest on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by Applicable Law, if lower), compounded monthly, from the due date until the date of actual payment.

7.4 RSL reserves the right to suspend access to the Services in the event of non-payment of undisputed Fees.

7.5 RSL may revise the Fees upon not less than thirty (30) days' prior written notice to the Merchant. The Merchant's continued use of the Services after the effective date of any price change constitutes acceptance of the revised Fees.

7.6 For fees deducted upfront before provision of the specific Service, it is agreed that if the Merchant deposits applicable taxes under Section 194H of the Income Tax Act, 1961 (in respect of invoices received by the Merchant) and furnish to RSL Form 16-A in respect of such taxes paid, then RSL shall reimburse to the Merchant, on a quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices received by the Merchant, at the time of payment of the Fees, the Merchant will withhold applicable taxes under Section 194H of the Income Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). The Merchant 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 RSL within one hundred and eighty (180) days so as to enable RSL to obtain full credit for the taxes deducted at source.

7.7 The Merchant shall be solely responsible for updating its GST registration number on the dashboard before RSL generates the invoice and shall also submit the GST certificate as part of KYC. RSL will raise a GST tax invoice and report the transactions in the GST returns based on the information provided by the Merchant. The GST returns will be filed as per the statutory timelines, to enable the Merchant to avail appropriate input tax credit. RSL shall not be responsible for any mistake and or misrepresentation by the Merchant in updating the GST number and other particulars as per the GST certificate. Further, any liability raised on RSL by the GST authorities due to incorrect information provided by the Merchant or deliberate withholding of any statutory information by the Merchant shall be recovered by RSL from the Merchant, and the Merchant shall hold harmless RSL in this regard.

7.8 In order for RSL to issue a proper B2B tax invoice under the GST law and to ensure GST input credit is available to the Merchant, RSL shall record the correct GSTIN of the Merchant. Towards this, Merchant is advised to verify Merchant’s GSTIN and registered address captured within the account maintained with RSL at periodical intervals and correct the same wherever necessary. In the event, correct GSTIN is not updated in Merchant’s account maintained with RSL, then the Merchant shall be solely responsible in respect thereof and RSL shall not be liable to accommodate any request for revision of invoice and / or amendment to GST reporting.

8. Intellectual Property

8.1 RSL (or its licensors) retains all right, title, and interest in and to the Agent Studio platform, the Agents, all underlying technology, software, models, algorithms, and any enhancements or modifications thereto. Nothing in these Terms transfers any intellectual property rights to the Merchant.

8.2 RSL grants the Merchant a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during the Term, solely for the Merchant's internal business purposes and in accordance with these Terms.

8.3 The Merchant retains all right, title, and interest in and to Merchant Data. Merchant grants RSL a limited, non-exclusive, non-transferable, revocable licence to process the Merchant Data and End Customer Data in accordance with these Terms.

8.4 Any feedback, suggestions, or improvements provided by the Merchant to RSL regarding the Services may be used by RSL without restriction or obligation to the Merchant.

9. Confidentiality

9.1 Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party, except: (a) to its employees, agents, or professional advisors who need to know such information for the purposes of these Terms and who are bound by equivalent confidentiality obligations; or (b) as required by Applicable Law or a competent court order, provided that the receiving party gives the disclosing party prompt written notice (to the extent permissible) and cooperates with any effort to seek a protective order.

9.2 The obligations in Clause 9.1 shall survive termination of these Terms for a period of three (3) years.

9.3 These Terms do not restrict either party from using general know-how or skills retained in the unaided memory of its personnel that do not constitute a deliberate memorisation of Confidential Information.

10. Third-Party Services Disclaimer of Liability

10.1 RSL shall not be liable to the Merchant for any act, omission, output, recommendation, or determination made by an Agent or through the Agent Studio platform based on the information provided by the Authorized Data Sources. The Merchant expressly acknowledges that the Services are dependent on the nature and quality of data received from the Authorized Data Sources, which are out of control of RSL.

10.2 Any data accessed by RSL from the Authorized Data Sources systems is accessed pursuant to authorised integration arrangements. RSL does not endorse, verify, or take responsibility for the outputs, recommendations, or actions of any Agent based on data received from Authorized Data Sources.

11. Representations and Warranties

11.1 Each party represents and warrants to the other that: (a) it is duly organised and validly existing under Applicable Law; (b) it has the full power and authority to enter into and perform these Terms; and (c) its execution and performance of these Terms do not violate any Applicable Law or any obligation binding on it.

11.2 RSL additionally represents and warrants that: (a) the Services will be provided with reasonable skill and care; and (b) RSL maintains appropriate technical and organisational security measures to protect Merchant Data.

11.3 The Merchant additionally represents and warrants that: (a) Merchant Data provided to RSL does not infringe any third-party intellectual property rights; (b) it has lawful authority to disclose Merchant Data and End Customer Data to RSL; and (c) by accepting these Terms, it is authorized by its company to bind the Merchant’s company to these Terms for the use of Services.

12. Disclaimers

12.1 Save as expressly stated in these Terms, the Services are provided on an "AS-IS" and "AS-AVAILABLE" basis. RSL expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.

12.2 RSL does not warrant that: (a) the Services will be uninterrupted, error-free, or completely secure; (b) any AI-generated output will be accurate, complete, or suitable for any specific purpose; or (c) the Services will meet the Merchant's particular requirements. RSL does not guarantee any committed uptime of the Services.

12.3 The Merchant acknowledges that AI-generated outputs may contain inaccuracies or errors, the AI Agents may hallucinate and must be independently verified before being relied upon for any business-critical decisions. RSL shall not be liable for any loss, damages, costs, liabilities or claims arising from the Merchant's reliance on unverified Agent outputs.

13. Limitation of Liability

13.1 To the maximum extent permitted by Applicable Law, RSL's aggregate liability to the Merchant in respect of any and all claims arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed total Fees paid by the Merchant to RSL in the one (1) month immediately preceding the event giving rise to the claim.

13.2 In no event shall RSL be liable for any: (a) loss of profits, revenue, or business; (b) loss of data or information; (c) loss of goodwill or reputation; (d) business interruption losses; or (e) indirect, special, incidental, consequential, or punitive damages, in each case whether or not RSL has been advised of the possibility of such damages.

13.3 The limitations and exclusions in Clause 13.1 shall not apply to: (a) fraud or fraudulent misrepresentation; or (b) liability that cannot be excluded or limited under Applicable Law.

14. Indemnification

14.1 The Merchant shall indemnify, defend, and hold harmless RSL, Authorized Data Sources and their officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• the Merchant's breach of these Terms;
• the Merchant's violation of any Applicable Law;
• the Merchant's use of the Services in an unauthorised or unlawful manner;
• any third-party claims arising from End Customer Data provided by the Merchant to RSL;
• the Merchant's infringement of any third-party intellectual property rights;
• any claims made by the Authorized Data Sources against RSL due to lack of a valid Merchant Authorization by the Merchant to retrieve Merchant Data.

14.2 RSL shall promptly notify the Merchant of any such claim, shall not make any admission without the Merchant's prior written consent (not to be unreasonably withheld), and shall reasonably cooperate with the Merchant's defence at the Merchant's cost.

15. Term and Termination

15.1 These Terms shall commence on the date the Merchant first accepts them and shall continue until terminated by either party in accordance with this Clause 15.

15.2 Either party may terminate these Terms for convenience upon thirty (30) days' written notice to the other party.

15.3 RSL may terminate or suspend the Merchant's access to the Services, and/or terminate these Terms, immediately, without prior notice, if:

• the Merchant is in material breach of these Terms and (where the breach is capable of remedy in the sole discretion of RSL) fails to remedy the breach within fifteen (15) days of written notice;
• the Merchant breaches Clause 5.2, 8 or 9;
• the Merchant violates any applicable law;
• the Merchant's Underlying Agreement with Authorized Data Sources is terminated or suspended;
• the Merchant becomes insolvent, enters into any arrangement with creditors, or is the subject of any insolvency proceeding; or
• RSL is required to do so by any governmental or regulatory authority.

15.4 Upon termination: (a) all licences granted to the Merchant under these Terms shall immediately cease; (b) the Merchant shall promptly pay all outstanding Fees; (c) each party shall return or destroy the other's Confidential Information, subject to any retention obligations under Applicable Law; and (d) the Merchant shall immediately cease all access to and use of the Services.

15.5 Clauses 1, 6 (to the extent of any retention required by law), 8.1, 8.3, 9, 10, 12, 13, 14, 17 and 18.11 shall survive the termination or expiry of these Terms.

16. Modification of Terms

16.1 RSL reserves the right to update or modify these Terms at any time. RSL shall post the updated Terms at https://razorpay.com/agent-studio/. Razorpay encourages the Merchant to review these Terms periodically to stay informed about the updates.

16.2 The Merchant's continued access to or use of the Services after the effective date of any updated Terms constitutes acceptance of the revised Terms. If the Merchant does not accept the revised Terms, it must cease using the Services and notify RSL of its termination of these Terms in accordance with Clause 15.2.

17. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The courts of Bengaluru, Karnataka shall have the exclusive jurisdiction over disputes pertaining to these Terms and the Services.

18. General

18.1 Assignment

The Merchant may not assign, transfer, or novate any of its rights or obligations under these Terms without RSL's prior written consent. RSL may assign these Terms or any rights hereunder to any group entity or in connection with a merger, acquisition, or sale of all or substantially all of its assets, without the Merchant's consent, provided that RSL notifies the Merchant of such assignment.

18.2 Entire Agreement

These Terms, together with any applicable order forms, pricing schedules, and RSL's Privacy Policy, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, understandings, and representations relating to the same subject matter.

18.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under Applicable Law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

18.4 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

18.5 Notices

All notices under these Terms shall be in writing and delivered by email or registered post to the contact details registered by the Merchant with RSL, or to RSL at legal@razorpay.com / 1st Floor, SJR Cyber, 22 Laskar Hosur Road, Adugodi, Bengaluru 560030. Notices by email are deemed received at the time of transmission (subject to no bounce or delivery failure notification being received within 24 hours).

18.6 Relationship of Parties

The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties.

18.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of RSL and the Merchant. Nothing herein shall confer any rights or remedies upon any third party, including any Authorized Data Sources.

18.8 Language

These Terms are executed in the English language. In the event of any inconsistency between the English version and any translation, the English version shall prevail.

18.9 Anti-bribery

Merchant agrees 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 the Merchant 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. Merchant also agrees 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 Merchant’s favour.

18.10 Force Majeure

If performance of Services by RSL 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 Services, 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 RSL, then RSL 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 RSL of its obligations herein or incur any legal liability on RSL.

18.11 Audit

Audit Trail: RSL shall maintain an electronic audit trail of all Agent activity carried out under the Merchant’s account (the “Audit Trail”). For each Agent invocation, the Audit Trail shall record:

• a unique invocation identifier;
• the date and time (in GMT/UTC) of invocation;
• the trigger source (Merchant-initiated, cron, or named event), the event identifier where applicable, and the identity of any authorised user who initiated a manual invocation;
• the Agent identifier, version, and the Authorized Data Sources and connectors accessed;
• the AI model(s) invoked and the sub-processor providing such model;
• the inputs, the Agent output, and the action(s) taken; and
• the outcome of the invocation, including any retry, dead-letter, or failure state.

Retention: RSL shall retain the Audit Trail for a minimum period of twelve (12) months from the date of invocation, except that Audit Trail entries relating to actions executed on financial data (including settlement, refund, dispute or chargeback related actions) shall be retained for a period of not less than ten (10) years, in alignment with Applicable Law on books of account and tax records. Aggregated, de-identified operational telemetry may be retained for longer periods for security and service-improvement purposes.

Integrity: The Audit Trail shall be maintained on an append-only basis with cryptographic time-stamping. Access shall be limited to a named control population within RSL on a least-privilege basis and shall itself be logged.

Merchant Access: The Merchant shall have the ability to view, search, and export its own Audit Trail through the Agent Studio dashboard or through an API made available by RSL. Export shall be made available in a machine-readable format. RSL may charge reasonable fees for exports exceeding such volume or frequency as RSL may specify in the dashboard.

19. PRIVACY

PRIVACY IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS THE MERCHANT CONFIRMS THAT IT HAS READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED THE PRIVACY POLICY.

The Merchant may address any complaints or discrepancies in relation to the processing (including storing and using) of Personal Data (including Sensitive Personal Data) to:

DPO
MR. PRAVEEN PARIHAR

RAZORPAY SOFTWARE 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 THE SERVICES OR COMMENT OR BREACH OF THESE TERMS 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

RAZORPAY SOFTWARE 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/

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