Razorpay Slash — Terms and Conditions
Razorpay Software Limited
Effective Date: 1st July 2026
Version 1.0
These Terms and Conditions (“Terms”) govern the access to and use of the Razorpay Slash platform and associated AI-powered software-engineering 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, whether through sign-up at the URL designated by RSL, by connecting a repository or communication channel, or by invoking an Agent or by signing a Service Order Form, the Customer agrees to be bound by these Terms. If the Customer does not agree to these Terms, it must immediately cease all access to and use of the Services.
Where the Customer is also a Razorpay merchant and/or merchant for use of Razorpay Agent Studio services, these Terms apply to its use of Slash in addition to (and not in substitution of) its existing agreements with RSL or its affiliates.
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:
Term | Meaning |
|---|---|
“Agent(s)” / “Slash Agent(s)” | The AI-powered software agents deployed within Slash by RSL, including the “Slash Coder” (which reads, writes, and modifies code and raises pull requests) and the “Slash Reviewer” (which performs automated code review), capable of autonomously executing coding, review, and knowledge-retrieval tasks on behalf of the Customer at the Customer’s direction. |
“Slash” | RSL’s proprietary AI software-engineering platform, accessible at the URL(s) designated by RSL, together with its dashboard, Slack integration, GitHub application, scheduled-task and connector features, enabling the Customer to access and configure Agents for software-engineering tasks. |
“Applicable Law” | All statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives, and orders of any government authority having jurisdiction over the Customer, RSL, or the Services. |
“Authorized Data Sources” | The third-party code, collaboration, and knowledge systems that the Customer authorizes RSL to access on the Customer’s behalf pursuant to a valid Customer Authorization, including source-code repositories (e.g. GitHub), communication channels (e.g. Slack), issue trackers and knowledge bases (e.g. Linear, Notion), and any other system connected via a Customer-authorized connector or MCP integration. For the avoidance of doubt, Authorized Data Sources do not include payment rails or Razorpay payment systems. |
“Authorized Repositories” | The specific code repositories and branches that the Customer expressly authorizes RSL to access through Slash. RSL’s access is limited to the Authorized Repositories and does not extend to any other repository, branch, or system of the Customer. |
“Confidential Information” | Any non-public information disclosed by either party to the other in connection with the Services, whether marked confidential or reasonably understood to be confidential given its nature. Customer Code and Repository Content are deemed the Confidential Information of the Customer. |
“Customer” | The legal entity, partnership firm, proprietorship, or individual that has accepted these Terms and is authorised to access the Services. |
“Customer Authorization” | The explicit, specific, and revocable consent provided by the Customer to RSL, through Slash or such other mechanism as RSL may designate, authorizing RSL to access and retrieve data from a named Authorized Data Source (including named Authorized Repositories) on the Customer’s behalf, for the purpose of delivering the Services. |
“Customer Code” / “Repository Content” | Source code, file contents, commit history, branch diffs, configuration, documentation, and any other content residing in the Customer’s Authorized Repositories that Slash reads or processes in the course of delivering the Services. |
“Customer Data” | All data owned or controlled by the Customer that is provided to or accessed by RSL in connection with the Services, including Customer Code and Repository Content, messages read from communication channels (e.g. Slack), issue-tracker and knowledge-base content, task inputs and outputs, and any Personal Data contained therein. |
“LLM Providers” / “Third-Party Models” | The third-party large-language-model and AI-inference providers to which RSL transmits code context and task descriptions in order to deliver the Services, as listed in the Sub-Processor Registry. |
“Personal Data” | Information relating to an identified or identifiable natural person, as defined under Applicable Law including the Digital Personal Data Protection Act, 2023. |
“Privacy Policy” | The Privacy Policy, available at https://razorpay.com/privacy-policy/agent-studio-slash/ |
“Services” | The AI software-engineering services offered by RSL through Slash, including codebase reading, querying and search (Knowledge Base Q&A), automated code review on pull requests, code generation and pull-request creation, bug investigation and fix suggestions, repository-context management, and such other AI engineering capabilities as RSL may make available from time to time. |
“Service Order Form” | The service order form signed between the Customer and Razorpay for accessing the Services. |
“Service Output” | The code, pull requests, review comments, answers, and other results generated by an Agent from processing Customer Data. |
“Sub-Processor Registry” | The list of sub-processors and LLM Providers maintained by RSL. |
2. Acceptance and Eligibility
2.1 These Terms are accepted by the Customer upon sign-up, upon connecting any Authorized Data Source, upon signing the Service Order Form, or upon first use of the Services, whichever is earlier.
2.2 The Customer represents and warrants that: (a) it is duly incorporated or otherwise legally constituted under Applicable Laws; (b) the individual accepting these Terms on behalf of the Customer has full authority to bind the Customer; (c) it holds valid, subsisting agreements with, and the necessary rights and permissions in respect of, each Authorized Data Source (including its agreements with GitHub, Slack, and any other connected platform) (“Underlying Agreements”), the terms of which remain in full force; (d) it owns or is otherwise lawfully entitled to grant RSL access to the Authorized Repositories and Repository Content; and (e) it is not prohibited by any Applicable Law from entering into or performing these Terms.
2.3 These Terms supplement, and do not replace, the Underlying Agreements and any existing agreement between the Customer and RSL or its affiliates. In the event of any conflict between these Terms and such other 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 Customer via Slash. The Services may include, without limitation:
- reading, querying, searching, and answering questions about the Customer’s codebase and connected knowledge bases (Knowledge Base Q&A);
- automated code review on pull requests, including comments, approvals, and quality flags;
- code generation and creation or modification of pull requests on behalf of the Customer;
- bug investigation, debugging, and fix suggestions;
- repository-context management and related engineering workflows; and
- such other AI engineering 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 Customer where practicable.
3.3 RSL does not hold, and does not purport to hold, any professional engineering, security, or advisory licence or accreditation. Service Output (including generated or modified code) is not professional engineering, security, legal, or financial advice. Service Output is produced as a draft for human review and must be independently reviewed, tested, and approved by the Customer’s qualified personnel before being merged, deployed, or used in any production or business-critical system. RSL does not autonomously deploy code to production; every code change is raised as a pull request or equivalent draft requiring the Customer’s human sign-off, save where the Customer expressly configures otherwise under Clause 3.14. RSL shall not be responsible for the security architecture of the code deployed as the Service Output by the Customer by virtue of using the Services, and the Customer shall be solely responsible.
3.4 The Services are powered by third-party AI models and inference providers, including to provide better intelligence and Services to the Customer. RSL shall be responsible for the integration and configuration of such models for the Services, but does not warrant the accuracy, completeness, quality or suitability of any AI-generated output.
3.5 Third-Party Models and cross-border processing. The Customer acknowledges and expressly consents that, in order to deliver the Services, RSL transmits Customer Data, including Customer Code, diffs, task descriptions, and messages read from connected channels, to the LLM Providers. The current LLM Providers include providers processing data outside India. The Customer acknowledges that such processing may occur outside India. The Customer’s acceptance of these Terms constitutes its explicit consent to this cross-border transfer and processing. The Services are powered by third-party AI models subject to their providers’ policies and terms of use, and the Customer shall not use the Services in any manner that would cause RSL or any LLM Provider to be in violation of such policies or terms.
3.6 Output and open-source IP risk. As between RSL and the Customer, the Customer owns the Service Output generated by Agents on its behalf, subject to any rights of third-party model providers under their respective terms. The Customer grants RSL a limited licence to process, store, and share Service Output solely for the purposes set out in these Terms. The Customer acknowledges that Service Output is non-deterministic and may not be unique; outputs generated for one customer may resemble outputs generated for another. 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 Customer is solely responsible for reviewing Service Output for open-source-licence compliance and third-party IP issues before deployment or use.
3.7 Acceptable use. The Customer shall use the Services solely for its own lawful internal business purposes.
3.8 Human oversight of Agent actions. The Customer acknowledges that Agents act on the Customer’s instructions and that the Customer retains responsibility for reviewing and approving Agent actions in accordance with these Terms. No Service Output should be treated as fit for production without the Customer’s independent review.
3.9 Agent updates. RSL may release updates to Agents, including changes to underlying AI models, prompts, routing logic, and guardrails. Where an LLM Provider introduces a new model or updates an existing model, RSL may make such updates available to the Customer.
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.
3.11 Channel and platform compliance. Where Slash reads from or sends messages via integrated channels (such as Slack or GitHub), the Customer is responsible for ensuring that such use complies with the applicable platform’s terms of service and with the Customer’s own workspace and organisational policies. RSL provides the technical means to interact with such channels; compliance with the relevant platform terms is the Customer’s responsibility.
3.12 Partial suspension. The Customer may at any time disable any specific Agent, revoke any specific Customer Authorization, disconnect any connector, or de-authorise any repository, through the dashboard, without affecting the other elements of the Services. Where the Customer disables an Agent, RSL shall cease invoking that Agent on the Customer’s behalf and shall retain its audit trail.
3.13 Agent Action Classes. Agent actions are classified as follows:
(a) Read Actions: Reading or retrieving code, pull requests, issues, channel threads, and documentation, and analytics that do not modify any Authorized Data Source or initiate any outbound communication;
(b) Write Actions: Committing or modifying code, creating or modifying pull requests, pushing branches, or otherwise writing to any Authorized Data Source; and
(c) Execution Actions: 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 Slash dashboard, controls by which the Customer may require manual human approval for any class of action, or for any action affecting protected or production branches or exceeding a configurable threshold. In particular, the Customer may require human approval before any Write Action or Execution Action affecting a protected branch. Where the Customer has not configured such controls, RSL’s default classification, as published in the Slash documentation, shall apply. The Customer remains responsible for configuring controls appropriate to its business.
3.15 Pause and override. The Customer may pause any Agent, or all Agents, from the dashboard at any time. RSL may, at its discretion, pause an Agent on its own initiative where RSL reasonably believes the Agent is malfunctioning, breaching Applicable Law, or could cause harm or a security threat; RSL shall notify the Customer of such pause without undue delay. It is clarified that a pause request can only prevent Agents from starting a fresh run; RSL cannot stop an Agent run already in progress, which will continue and complete, performing the designated functions and data processing in that run.
4. Data Access, Integration, and Code
4.1 To provide the Services, RSL shall, through integrations with the Authorized Data Sources, access and retrieve Customer Data held by those systems, on behalf of and at the direction of the Customer. Such access is conditional upon the Customer’s valid, subsisting Underlying Agreements and Customer Authorizations.
4.2 The Customer authorises RSL to access, retrieve, process, and use Customer Data solely for the purpose of delivering the Services.
4.3 Scope of code access. RSL accesses only the specific Authorized Repositories and branches that the Customer expressly authorises. RSL does not access any repository, branch, or system of the Customer beyond the scope of the Customer Authorization.
4.4 Transient processing. Customer Code and Repository Content are cloned into ephemeral working environments and processed transiently to complete a specific task, and are not retained by RSL beyond what is necessary to deliver the Services and to maintain the Audit Trail under Clause 18.11. RSL shall use commercially reasonable efforts to delete Repository Content from working environments following task completion.
4.5 Ownership of code. The Customer remains the sole and exclusive owner of its Customer Code and Repository Content. Nothing in these Terms transfers to RSL any right, title, or interest in the Customer’s codebase.
4.6 Security measures. RSL shall implement industry-standard technical and organisational security measures to protect Customer Data against unauthorised access, loss, or alteration. RSL describes its then-current security measures in its security documentation and will update them from time to time.
4.7 The Customer acknowledges that the accuracy, completeness, and timeliness of the Customer Data available to RSL is dependent on the underlying Authorized Data Sources. RSL shall not be liable for any inaccuracies in the Services arising from inaccurate, incomplete, or delayed data from those systems.
5. Customer Obligations
5.1 The Customer 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, white-label, or commercially exploit the Services; and
- cooperate with RSL in any investigation or audit reasonably required in connection with the Services.
5.2 Prohibited uses. The Customer shall use the Services solely for its own lawful internal business purposes. The following are strictly prohibited, whether the Customer acts directly or by instructing an Agent:
(a) Legal compliance: any use that violates Applicable Law, including laws relating to data protection, intellectual property, export control, anti-money laundering, and sanctions.
(b) Harmful and offensive content: generating, processing, or distributing content that is defamatory, discriminatory, or sexually explicit; that incites violence, promotes extremism or hatred, or facilitates harassment; that exploits or harms minors or depicts child sexual abuse material; or that deliberately outrages religious feelings, promotes enmity between groups, or misrepresents 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: generating false documents or fake identities, phishing, or facilitating any form of fraud, scam, or market manipulation; or creating or disseminating false or misleading information, impersonating real persons or entities, or deploying manipulative techniques.
(d) Autonomous deployment without human review: configuring or instructing Slash to directly commit or push code to protected or production branches, or to deploy code to any production system, without a human review step, unless the Customer has expressly accepted such autonomous-deployment risk in writing and configured the approval gates in Clause 3.14 accordingly. The Customer bears sole responsibility for any Service Output so deployed.
(e) Data and privacy: unlawfully collecting, processing, or disclosing Personal Data; conducting unauthorised surveillance; or accessing data outside the scope of the Customer Authorization, or accessing any Authorized Data Source by means other than through the integrations made available by RSL.
(f) Cybersecurity and infrastructure: knowingly using the Services to exploit vulnerabilities, develop or distribute malware or ransomware, conduct denial-of-service attacks, circumvent authentication or security controls, develop weapons of any kind, or disrupt critical infrastructure. This does not restrict the Customer’s legitimate internal security testing of its own systems using its own code.
(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; or reverse-engineering, decompiling, copying, or mirroring the Services.
(h) Scope of use: using Agents to access the data of any other customer of RSL or any third party outside the permitted scope; using Agents in a manner that breaches the terms of any Authorized Data Source, connector, or AI sub-processor; or reselling, white-labelling, or otherwise commercially exploiting the Services.
5.3 The Customer is solely responsible for ensuring that its use of the Services, and any actions taken by an Agent at the Customer’s direction, comply with all Applicable Laws. If the Customer violates Clause 5.2, RSL shall have the right to suspend or terminate the Customer’s access to the Services immediately.
6. Data Privacy and Consent
6.1 The Customer grants RSL explicit authorization to collect, process, store, and use Customer Data, including any Personal Data contained therein, for the purpose of providing, operating, maintaining, and securing the Services; and as permitted under the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.
6.2 RSL shall process Personal Data in accordance with the Privacy Policy and Applicable Law, including the Digital Personal Data Protection Act, 2023.
6.3 The Customer warrants that: (a) it has obtained all necessary consents and has a lawful basis to disclose Customer Data (including any Personal Data embedded in code or messages) to RSL and to the LLM Providers for the purposes contemplated by these Terms; and (b) such disclosure does not violate Applicable Law or any third party’s rights.
6.4 RSL shall process Customer Data for the purpose of providing, operating, maintaining, and securing the Services and as permitted under the Privacy Policy (the “Authorised Purpose”). RSL may share Customer Data with the sub-processors and LLM Providers listed in the Sub-Processor Registry for the Authorised Purpose, subject to contractual data-protection obligations.
6.5 Upon termination of these Terms, RSL shall, at the Customer’s written request, delete or return Customer Data within a reasonable period not exceeding ninety (90) days, except where retention is required by Applicable Law or for the Audit Trail under Clause 18.11.
6.6 RSL shall promptly notify the Customer of any personal-data breach affecting Customer Data that is required to be notified under Applicable Law, and shall provide reasonable assistance to the Customer in meeting its own breach-notification obligations.
7. Fees and Billing
7.1 The Customer 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 Customer for the Services. RSL may make available initial access to the Services at an introductory promotional offer, including a waiver of Fees, as RSL may specify in its sole discretion, and reserves the right to withdraw such 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 Customer shall bear all applicable taxes, including any statutory variations during the subsistence of these Terms.
7.3 Fees are due within the period specified in the applicable invoice. RSL will raise monthly invoices, available on the dashboard. Any dispute in respect of an invoice must be communicated by the Customer to RSL no later than ten (10) days from the invoice date, failing which the invoice is deemed accepted. For reasonably disputed amounts, RSL shall use good-faith efforts to reconcile. RSL reserves the right to charge interest on overdue undisputed amounts at 1.5% per month (or the maximum rate permitted by Applicable Law, if lower), compounded monthly, from the due date until 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 Customer. The Customer’s continued use of the Services after the effective date of any price change constitutes acceptance of the revised Fees.
7.6 Where the Customer is required to withhold tax under the Income Tax Act, 1961 in respect of Fees, it shall do so at the applicable rate (or the rate in any lower-tax-deduction certificate provided), deposit the withheld tax 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 Customer shall be solely responsible for updating its GST registration number and registered address on the dashboard before RSL generates an invoice, and for submitting its GST certificate as part of KYC. RSL will raise a GST tax invoice and report the transaction based on the information provided by the Customer. RSL shall not be responsible for any mistake or misrepresentation by the Customer in this regard, and any liability raised on RSL by the GST authorities due to incorrect information provided by the Customer shall be recovered from, and held harmless by, the Customer.
8. Intellectual Property
8.1 RSL (or its licensors) retains all right, title, and interest in and to Slash, the Agents, and all underlying technology, software, models, algorithms, and any enhancements or modifications thereto. Nothing in these Terms transfers any such intellectual-property rights to the Customer.
8.2 RSL grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during the Term, solely for the Customer’s internal business purposes and in accordance with these Terms.
8.3 The Customer retains all right, title, and interest in and to Customer Data, Customer Code, Repository Content, and (as between the parties) Service Output. The Customer grants RSL a limited, non-exclusive, non-transferable, revocable licence to process such data in accordance with these Terms. Nothing in these Terms transfers any rights in the Customer’s codebase to RSL.
8.4 Any feedback, suggestions, or improvements provided by the Customer to RSL regarding the Services (excluding, for the avoidance of doubt, any Customer Code or Repository Content) may be used by RSL without restriction or obligation to the Customer.
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 it 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, and indefinitely in respect of any Customer Code, Repository Content, or trade secrets for so long as they remain confidential.
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 deliberate memorisation of Confidential Information.
10. Third-Party Services and Sources Disclaimer
10.1 RSL shall not be liable to the Customer for any act, omission, output, recommendation, or determination made by an Agent based on information provided by, or the availability or behaviour of, the Authorized Data Sources or LLM Providers. The Customer acknowledges that the Services are dependent on the nature and quality of data received from, and the operation of, the Authorized Data Sources and LLM Providers, which are outside RSL’s control.
10.2 Any data accessed by RSL from the Authorized Data Sources 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 the Authorized Data Sources.
11. Representations and Warranties
11.1 Each party represents and warrants that: (a) it is duly organised and validly existing under Applicable Law; (b) it has 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 Customer Data.
11.3 The Customer additionally represents and warrants that: (a) the Customer Data and Customer Code it makes available to RSL do not infringe any third-party intellectual-property or other rights; (b) it has lawful authority and all necessary rights and consents to disclose Customer Data (including any embedded Personal Data) and to grant access to the Authorized Repositories; and (c) the individual accepting these Terms is authorised to bind the Customer.
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, including generated code, will be accurate, complete, functional, secure, or fit for any particular purpose; (c) generated code will be free of defects or of third-party intellectual-property encumbrances (including open-source-licence obligations); or (d) the Services will meet the Customer’s particular requirements. RSL does not guarantee any committed uptime.
12.3 The Customer acknowledges that AI-generated outputs may contain inaccuracies or errors, that Agents may “hallucinate” or produce incorrect or insecure code, and that all Service Output must be independently reviewed, tested, and approved by the Customer before being relied upon, merged, or deployed. RSL shall not be liable for any loss, damages, costs, liabilities, or claims arising from the Customer’s reliance on, or deployment of, unverified Service Output.
13. Limitation of Liability
13.1 To the maximum extent permitted by Applicable Law, RSL’s aggregate liability to the Customer 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 the total Fees paid by the Customer to RSL in the one (1) month immediately preceding the event giving rise to the claim.
13.2 In no event shall either party be liable for any: (a) loss of profits, revenue, or business; (b) loss of, or damage or corruption to, data, code, or software; (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 a party has been advised of the possibility of such damages.
13.3 The limitations and exclusions in this Clause 13.1 shall not apply to: (a) fraud or fraudulent misrepresentation; or (b) any liability that cannot be excluded or limited under Applicable Law.
14. Indemnification
14.1 The Customer shall indemnify, defend, and hold harmless RSL and its 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 Customer’s breach of these Terms;
- the Customer’s violation of any Applicable Law;
- the Customer’s use of the Services in an unauthorised or unlawful manner, including any deployment or use of Service Output without the human review required under these Terms;
- any claim that the Customer Data or Customer Code provided to RSL infringes or misappropriates a third party’s intellectual-property or other rights;
- any claim arising from the Customer’s breach of its agreements with, or the terms of service of, any Authorized Data Source (including GitHub or Slack); and
- any claim arising from the absence of a valid Customer Authorization for data RSL retrieved at the Customer’s direction.
14.2 RSL shall promptly notify the Customer of any such claim and shall reasonably cooperate with the Customer’s defence at the Customer’s cost.
15. Term and Termination
15.1 These Terms commence on the date the Customer first accepts them and 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 Customer’s access to the Services, and/or terminate these Terms, immediately, without prior notice, if:
- the Customer is in material breach of these Terms and (where the breach is capable of remedy in RSL’s sole discretion) fails to remedy it within fifteen (15) days of written notice;
- the Customer breaches Clause 5.2, 8, or 9;
- the Customer violates any Applicable Law;
- the Customer’s Underlying Agreement with an Authorized Data Source is terminated or suspended;
- the Customer 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 Customer shall immediately cease; (b) the Customer shall promptly pay all outstanding Fees; (c) each party shall return or destroy the other’s Confidential Information, subject to any retention required by Applicable Law or Clause 18.11; and (d) the Customer shall immediately cease all access to and use of the Services.
15.5 Clauses 1, 4.4, 4.6, 6 (to the extent of any retention required by law), 8, 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 the URL designated for Slash and, where the change is material, notify the Customer through the dashboard or by email.
16.2 The Customer’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 Customer does not accept the revised Terms, it must cease using the Services and notify RSL of its termination 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 exclusive jurisdiction over disputes pertaining to these Terms and the Services.
18. General
18.1 Assignment. The Customer 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 Customer’s consent, provided RSL notifies the Customer.
18.2 Entire agreement. These Terms, together with any applicable order forms, pricing schedules, the Sub-Processor Registry, 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, it 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 shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.
18.5 Notices. All notices shall be in writing and delivered by email or registered post to the contact details registered by the Customer with RSL, or to RSL at legal@razorpay.com / 1st Floor, SJR Cyber, 22 Laskar Hosur Road, Adugodi, Bengaluru 560030. Email notices are deemed received at the time of transmission (subject to no bounce or delivery-failure notification within 24 hours).
18.6 Relationship of parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship.
18.7 No third-party beneficiaries. These Terms are for the sole benefit of RSL and the Customer. Nothing herein confers any rights or remedies upon any third party, including any Authorized Data Source or LLM Provider.
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. The Customer agrees to comply with all applicable anti-bribery and anti-corruption laws, and shall not, directly or indirectly, give, offer, promise, or authorise anything of value to any person in order to obtain an improper commercial or business advantage.
18.10 Force majeure. If performance of the Services by RSL is prevented, restricted, delayed, or interfered with by reason of any cause beyond RSL’s reasonable control, including labour disputes, acts of God, epidemic or pandemic, floods, severe weather, shortages, malware or hacking events, utility or communication failures, earthquakes, war, terrorism, civil commotion, embargo, or any law, order, or regulation of any government or judicial authority, RSL shall be excused and discharged from such performance to the extent of, and during the period of, such event, and such non-performance shall not amount to a breach by RSL or incur any liability on RSL.
18.11 Audit Trail. RSL shall maintain an electronic audit trail of all Agent activity carried out under the Customer’s account (the “Audit Trail”). For each Agent invocation, the Audit Trail shall record: a unique invocation identifier; the date and time (GMT/UTC) of invocation; the trigger source (Customer-initiated, scheduled, or named event) and the identity of any authorised user who initiated a manual invocation; the Agent identifier and version, and the Authorized Data Sources, repositories, and connectors accessed; the inputs, the Service Output, and the action(s) taken (including any Write or Execution Action); and the outcome of the invocation, including any retry or failure state.
Retention: RSL shall retain the Audit Trail for a minimum of twelve (12) months from the date of invocation. Aggregated, de-identified operational telemetry may be retained for longer 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.
Customer access: The Customer shall be able to view, search, and export its own Audit Trail through the Slash dashboard or an API made available by RSL, in a machine-readable format. RSL may charge reasonable fees for exports exceeding such volume or frequency as RSL may specify.
18.12 Marketing. RSL may use Customer’s name and logo on RSL’s website and in sales presentations, for the sole purpose of identifying Customer as a customer of RSL for the Services.
19. Privacy
PRIVACY IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS THE CUSTOMER CONFIRMS THAT IT HAS READ, UNDERSTOOD, AND UNEQUIVOCALLY ACCEPTED THE PRIVACY POLICY.
The Customer may address any complaints or discrepancies in relation to the processing (including storing and using) of Personal Data to:
DPO
Mr. Praveen Parihar, Razorpay Software Limited
Address: No. 22, 1st Floor, SJR Cyber, Laskar-Hosur Road, Adugodi, Bangalore 560030
Email: dpo@razorpay.com · Grievances portal: https://razorpay.com/grievances/
Any complaints or concerns regarding the content of the Services, breach of these Terms, or intellectual property, and any regulatory queries, shall be communicated to the Nodal Officer:
Nodal Officer
Mr. Vijay Thakral, Razorpay Software Limited
Address: No. 22, 1st Floor, SJR Cyber, Laskar-Hosur Road, Adugodi, Bangalore 560030
Email: nodal-officer@razorpay.com · Grievances portal: https://razorpay.com/grievances/
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