GENERAL TERMS OF USE

These terms including annexures and links herein, apply to your use of www.razorpay.com, any other linked pages, API keys, features, content or application services (including but without limitation to any mobile application, mobile site services) (“ Website ”) owned and operated by Razorpay Software Private Limited Owned and operated by Razorpay Software Private Limited which is an affiliate of RZPX Private Limited ( ‘’Razorpay/RazorpayX’’ ), a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at Ground Floor, SJR Cyber, 22 Laskar Hosur Road, Adugodi Bangalore KA IN 560030. “We”, “Us”, “Our” , shall refer to Razorpay or RazorpayX based on the relevant Services as applicable. “You”, “Yours”, “Yourself”, “Merchant” - refers to any non-registered individual or corporate body, registered user of Razorpay including but not limited to Razorpay merchants. “ Applicable Laws ” shall mean (i) any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental/regulatory Authority having competent jurisdiction and force of law over, or applicable to You, us or the subject matter in question, as may be amended from time to time, and (ii) shall without limitation include any notification, circular, directive or other similar instruction issued by the ‘Financial Sector Regulators’ including but not limited to the Reserve Bank of India (RBI) and/or rules, regulations, roles, responsibilities and processes as defined by NPCI on their website www.npci.org.in.

Before You may use the Website, You must read all of these General Terms of Use and the Specific Terms of Use ( defined below ) (hereinafter together referred to as the “ Terms ”) and the Privacy Policy provided on the Website. By using Razorpay and its affiliates’ products, software, services, and the Website or by availing any products offered by Razorpay’s partner institutions/lending partners, banks, financial institutions, NPCI, and technology service providers, card payment networks, (“ Facility Providers ”) or third parties (“ Services” ), You understand and agree that Razorpay will treat Your use of the Services as acceptance of these Terms from such point of usage. You agree that Razorpay reserves the right to update the Services from time to time.

You acknowledge and agree that all references to “Razorpay” shall mean the Razorpay affiliate for the Specific Terms of Use. You further agree that any claims relating to or arising from the Specific Terms of Use shall be brought solely against such Razorpay affiliates providing Services. Razorpay shall have no liability in respect of the same. You may not use the Services if you do not accept the Terms. If You do not agree to be bound by these Terms and the Privacy Policy, You may not use the Website in any way. It is strongly recommended for You to return to this page periodically to review the most current version of the Terms in force. Razorpay reserves the right at any time, at its sole discretion, to change or otherwise modify the Terms without prior notice, and Your continued access or use of the Website signifies Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent modifications to these Terms in any way, Your only recourse is to immediately terminate use of the Website.We may require You to agree to additional terms (if any) in connection with specific services that you may avail from time to time. The Services provided by Razorpay through the Website are available and are appropriate only for use in India.

1. PROPRIETARY RIGHTS

1.1. You acknowledge and agree that Razorpay owns all rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether registered or not). 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.

1.2. Razorpay grants You a personal, non-exclusive, non-transferable, limited privilege to avail the Services and make personal use of the Website and/or the Services. This license does not confer any right to download, copy, create a derivative work, modify, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Services. You do not have the right to use any of Razorpay's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You do not have the right to remove, obscure, or alter any proprietary rights notices (including trademark and copyright notices), which may be affixed to or contained within the Services. You will not copy or transmit any of the Services.

2. USAGE OF THE WEBSITE AND USE OF SERVICES BY THE USER

2.1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter into binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Your passwords, login and account information. You will be responsible for all use of the Website and/ or Services by You and anyone using Your password and login information (with or without our permission). You are responsible for maintaining the confidentiality of any login information and secure access credentials associated with Your Razorpay account. Accordingly, You are responsible for all activities that occur under Your account/in using Your secure credentials and Razorpay shall not be liable for any such change or action performed by using Your secure credentials on the Website.

2.2. You also agree to provide true, accurate, current and complete information about Yourself as and when prompted by the Website. If You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate or incomplete), or Razorpay has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Razorpay shall have the right to suspend or terminate Your account and/or refuse any and all current or future use of the Website (or any portion thereof) or Services in connection thereto.

2.3. By making use of the Website, and furnishing Your contact details, You hereby agree that You are interested in knowing more or availing and/or purchasing various products, services that Razorpay or any other third party may offer to /provide to /share with /send to You from time to time through any means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode. You hereby agree that Razorpay may contact You either electronically or through phone, to understand Your interest in the selected products and Services and to fulfil Your demand or complete Your application. Further, You also expressly agree and authorize Razorpay, its partners, service providers, vendors and other third parties to contact You for the purpose of (i) offering or inviting Your interest in availing other products or services offered by third parties, or (ii) for sending other marketing campaigns, offers, or any other information either on the Website or through other means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode.

2.4. You specifically understand and agree that by using the Website You authorize Razorpay, its affiliates, partners and third parties to contact You for any follow up calls in relation to the Services provided through the Website and/ or for offering or inviting Your interest in availing any other product or service offered by Razorpay or such third parties. You agree and consent to receive communications relating to all of the above on Your phone/mobile number (if any provided) by You on the Website and expressly waive any registration or preference made under DND/NCPR list under the applicable Telecom Regulatory Authority of India (TRAI) regulations.

2.5. You agree and authorize Razorpay to share Your information and make Your details available to its partner banks/financial institutions, its group companies, affiliates, vendors, service providers/Facility Providers and other third parties, in so far as required for providing various products and services and/or to provide You with various value-added services, in association with the Services selected by You or generally otherwise. You agree to receive communications through emails, telephone and/or SMS, from Razorpay or third parties. If You request not to receive such communication/marketing material any further, it shall be applicable prospectively only and shall not apply in respect to Your data already shared by Razorpay in accordance with this clause upon Your prior consent.

2.6. You agree and acknowledge that for undertaking any payment and/or financial transaction through the Website, Razorpay may undertake due diligence measures and seek information required for Know-Your-Customer (“KYC”) purpose which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You agree and acknowledge that Razorpay can undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to its due diligence requirements in line with the requirements and obligations under Applicable Laws. You are solely responsible for understanding and complying with all applicable laws of Your specific jurisdiction, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, Know Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation, RBI as may be amended from time to time (the "KYC GUIDELINES") etc., that may be applicable to You in connection with Your business and use of Services.

2.7. You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary documents (as determined in Razorpay’s sole discretion or when required by Facility Providers or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Razorpay to conduct the due diligence in respect of inter alia You and Your business / activities. Razorpay shall have the right to share the KYC Documents (or the information therein) and other related documents with the Facility Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws. You expressly consent Razorpay to rely on the KYC Documents provided by You for providing Services. You further acknowledge and agree that Razorpay reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws, legal process or governmental request.

2.8.Razorpay shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any KYC related or other documents of Your payees or invoices, in its sole discretion and /or as per the Applicable Laws or pursuant to requests from governmental authorities or Facility Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Razorpay to suspend the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of Razorpay.

2.9.You agree that Razorpay shall not be responsible for queries disputes, claims of Your payees and/or any of Your other obligations to Your payees or any other third parties. Such obligations shall be Your sole responsibility. You shall indemnify Razorpay against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.

2.10. Throughout Your use of the Services, You declare that You or Your affiliates and/ or its Beneficial Owner are not a Politically Exposed Person. You shall forthwith inform us in writing if this declaration becomes untrue during any period of Your use of the Services. Capitalised terms used here but not defined shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI, as amended from time to time.

2.11.The usage of the Website may also require You to provide consent for providing Your Personal Information (“PI”) (including but not limited to any personal data or sensitive personal data as defined under Applicable Laws) or to authorize Razorpay to derive Your data/information from any source or public registry, as may be necessary to complete Your profile or Your application on the Website, conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this Website. Razorpay shall adhere to best industry practices including information security, data protection and privacy law while processing such applications. However, Razorpay shall not be liable to You against any liability or claims which may arise out of such transactions as any such PI is being collected, used, processed and shared with Your explicit consent.

2.12.You agree not to use the Website and/ or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local laws that might apply to You. Since the Website is in operational in India, while using the Website and/ or the Services, You shall agree to comply with laws that apply in India. We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Website and/ or Services.

2.13.You are prohibited from posting or transmitting to or through this Website: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Website.

2.14. You represent and warrant that:

(a) You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power and authority to own and operate Your business.

(b) You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your obligations under these Terms.

(c) The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actions including but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your company/firm/organization.

(d) You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in accordance with its clauses.

(e) You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of any or all Services, at Razorpay’s sole discretion, and You shall be liable to indemnify Razorpay from the losses arising from such breach.

2.15. You further covenant and agree that You shall ensure that:

(a) Your use of the Services and sale of Your products/services are solely for Your own bona fide business activities which are in compliance with the Applicable Laws and also the instructions issued from time to time by the Razorpay and its Facility Providers.

(b) Your use of the Services corresponds to those activities under the categories. You have expressly registered for at the time of entering into these Terms and as set out in Your onboarding form on the Razorpay dashboard or as otherwise approved in writing by Razorpay.

(c) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or Your affiliates.

(d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on with the intent to defraud, or is likely to result in Your unjust enrichment and/or unlawful gain.

(e) Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services specified under these Terms.

(f) You hold informed consent of Your payees to share payee’s information with Razorpay and its affiliates in connection with the Services and/or for the purposes of sharing with governmental authorities as and when demanded under Applicable Laws, for the purpose of transaction tracking, fraud prevention, or otherwise required pursuant to regulatory authorities’ orders and/or notices including but not limited to notices under Section 91 of CrPC.

2.16. You acknowledge that the Services are of complex nature and require the intervention of the Facility Providers. You acknowledge and agree that Razorpay shall only be liable for acts or omissions which are solely and directly attributable to Razorpay.

2.17. In order to avail the Services, You shall take all necessary steps to facilitate the integration of Razorpay’s solutions with Your platform. It is hereby clarified that any Server to Server (S2S) integration, if done, shall be solely for the purpose of availing the Services and intended to be used or accessed only by You.

2.18. You shall assist Razorpay in furnishing to its auditors, the Facility Providers, Governmental Authorities, or legal enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the original copy /copies of proof of transactions, invoices or other records, including pertaining to any order placed by Your customers. You shall retain records relating to transactions for a period of 10 (ten) years from the relevant date of the order placed on Your site. Razorpay and the Facility Providers, and/or Governmental Agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data relating to Your payees at any time whatsoever and without any prior notice.

2.19 You shall not (whether online or otherwise): (i) describe yourself as an agent or representative of Razorpay or the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.

3. Payment

3.1. Applicable fees for the provision of Services shall be levied by Razorpay from time to time. You agree that the fees shall be charged according to the manner, rates and frequency determined by Razorpay. Razorpay reserves the right to update the amount of the fees charged at its sole discretion.

3.2. Fees are exclusive of applicable taxes and Razorpay will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.

3.3. We 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 You to Us via a notice no later than ten (10) days from the date of the invoice. Razorpay shall use good faith efforts to reconcile any reasonably disputed amounts.

3.4.You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, You shall report to Razorpay regarding such discrepancy within three (3) working days. However, if any reconciliation issue is highlighted by You to Razorpay after three (3) working days from the transaction date, Razorpay shall not be responsible or liable in any way whatsoever in case such queries and/or concerns are not resolved.

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

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

4. PRIVACY POLICY

By using the Website, You hereby consent to the use of Your information as we have outlined in our Privacy Policy

5. THIRD PARTY LINKS/OFFERS

5.1 This Website may provide links to other websites or resources. Since Razorpay has no control over such third-party websites and resources, You acknowledge and agree that Razorpay is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Your interaction with any third party accessed through the Website is at your own risk, and Razorpay will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third parties.

6. OUR PARTNERS

You agree and authorize Razorpay to share Your information and make Your details available to its partner banks/financial institutions, its group companies, affiliates, vendors, service providers/Facility Providers and other third parties ("Partners"), in so far as required for the Partners to provide to You various products and services. You agree to receive communications through emails, telephone and/or SMS, from Razorpay or the Partners. If You request not to receive such communication/marketing material any further, it shall be applicable prospectively only and shall not apply in respect to Your data already shared by Razorpay in accordance with this clause upon Your prior consent.

7. DISCLAIMER OF WARRANTY

7.1. Razorpay warrants that the Service(s) shall be provided materially in accordance with the services documentation available on the Website. Razorpay warrants that the Service(s) will perform in all material respects in accordance with these Terms. To the maximum extent permitted by Applicable Laws and except as stated in these Terms, the Services are provided on an “as is” basis. You acknowledge that Razorpay does not warrant that the Service(s)s will be uninterrupted or error free or fit for Your specific business purposes.

8. LIMITATION OF LIABILITY

8.1. Razorpay (including its officers, directors, employees, representatives, affiliates, and providers) will not be responsible or liable for (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with (i) any failure or delay (including without limitation the use of or inability to use any component of the Website), or (ii) any use of the Website or content, or (iii) the performance or non-performance by Us or any Facility Provider, even if we have been advised of the possibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the Website or Your downloading of any content from the Website. The Website may provide links to other third-party websites. However, since Razorpay has no control over such third-party websites, You acknowledge and agree that Razorpay is not responsible for the availability of such third-party websites and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such third-party websites. You further acknowledge and agree that Razorpay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third- party websites. Such third-party websites may have separate terms and conditions and privacy policy, and which are independent of Razorpay and therefore, we advise You to read the terms of use and conditions available on such websites before You access any such third- party website.

8.2. Notwithstanding anything under these Terms, Razorpay’s aggregate liability and that of its affiliates, officers, employees and agents relating to the Service(s), will not exceed an amount equal to one (1) month fees paid by You for the specific Service(s) giving rise to the liability. Razorpay’s liability under or in connection with Terms will be proportionately reduced to the extent any loss or damage is contributed to by You or Your third-party providers.

9. INDEMNITY

9.1. You agree to indemnify and hold Razorpay (and its officers, affiliates, group company, directors, agents and employees) harmless from any and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys; fees, or arising out of or related to Your breach of these Terms and Conditions, Your violation of any Applicable Laws or the rights of a third party, or Your use of the Website or any disputes between You and any third party.

10. WAIVER

10.1. Any failure or delay by Razorpay to enforce or exercise any provision of these Terms, or any related right, shall not constitute a waiver by Razorpay of that provision or right. The exercise of one or more of Razorpay’s rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to Razorpay under these Terms or in law or at equity. Any waiver of any provision shall only be effective if made in writing and executed by a duly authorized officer of Razorpay.

11. FORCE MAJEURE

11.1. If performance of Services/Website by Razorpay 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 Website, 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 Razorpay, then Razorpay 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 Razorpay of its obligations herein or incur any legal liability on Razorpay.

12. ANTI BRIBERY AND SANCTIONS LAWS

12.1. You agree 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 You 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. You also agree 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 Your favour.

13. ADDITIONAL TERMS

13.1 You may not assign or otherwise transfer Your rights or obligations under these Terms. Razorpay may assign its rights and duties under these Terms without any such assignment being considered a change to the Terms and without any notice to You. If we fail to act on your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches. Additional terms applicable to the Services provided by Razorpay or its affiliates are as under:

(a) The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your and Our observance of the same. If You take any legal action relating to Your use of the Website or these Terms, You agree to file such action only in the courts located in Bangalore, India. In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed agreement. This clause shall survive termination of the Terms.

(b) Without prejudice to any other rights or remedies Razorpay may have, You hereby agree and confirm that Razorpay shall have the right to set-off by whatever means the whole or any part of Your liability to Razorpay under these Terms (or any other agreement between You and Razorpay or its affiliates) against any funds, sums or other amounts credited to, or owing to, You under these Terms (or any other agreement between You and Razorpay or its affiliates). You agree that Razorpay may exercise the right of set-off at any time, without any prior notice to You. In the event such set-off does not fully reimburse Razorpay for the liability owed, You shall pay Razorpay a sum equal to any shortfall thereof.

(c) You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative of Razorpay or any Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Razorpay or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Razorpay or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party.

(d) Razorpay reserves the right to make changes to the Website, related policies and agreements, these Terms and the Privacy Policy at any time as it deems fit and proper, including but not limited to comply with changes in law or regulation, correct inaccuracies, omissions, errors or ambiguities, reflect changes in the process flow, scope and nature of the Services and ancillary services, company reorganization, market practice or customer requirements. Upon any change, Your continued use of the Services and ancillary services constitutes acceptance of the changes and an agreement to be bound by Terms, as amended. If You do not agree to the changes, You may please discontinue Your use of the Services.

14. ADVERTISING

Some of the Services may be supported by advertising revenue and may display advertisements and promotional material. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Razorpay are subject to change without any specific notice to You. In consideration for Razorpay granting You access to and use of the Services, You agree that Razorpay may place such advertisements on the Services through Website, print media, electronic media, and social media advertising platforms etc.

15. SUSPENSION AND TERMINATION

15.1 Notwithstanding anything to the contrary, Razorpay shall have the right to immediately suspend Services and settlement of any monies or payments to You, without any liability to You, in the event of the following:

(a) You breach any clause of these Terms.

(b) You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and Services’ listed below.

(c) Razorpay receives instructions from Facility Providers or governmental authorities or law enforcement agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.

(d) You use the Services for any transactions which have a high-risk score as per Razorpay’s internal fraud assessment tools and other policies.

(e) Razorpay is of the opinion that there are suspicious circumstances surrounding Your activities.

(f) Razorpay is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to Your use of Services.

(g) Your products / services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or knock-off goods.

(h) You materially change the type of the products / services provided to end customers and as declared on the onboarding form, without obtaining Razorpay’s prior written permission to use the Services for the new or changed types of services / products, or it is discovered by Razorpay that You provided substantially misleading and / or false information about Your products / services as part of the onboarding activities.

(i) Razorpay in its sole discretion determines that Your activities expose Razorpay to risks which are unacceptable to Razorpay.

(j) Razorpay in its sole discretion is required to do so due to regulatory changes impacting the Services.

15.2 These Terms are effective upon the date You first access or use the Services and continue until terminated by You or Razorpay. We may terminate these Terms or close your Razorpay account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of Razorpay). Where Applicable Laws requires advance notice of termination to be provided, we will, prior to termination, provide You with the required advance notice of termination.

15.3. Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon termination, You agree to stop using the Services. Your continued or renewed use of the Services after termination serves to renew Your consent to the Terms. In addition, upon termination You understand and agree that We will not be liable to You for compensation, reimbursement, or damages related to Your use of the Services, or any termination or suspension of the Services or deletion of Your information or account data; and You will still liable to us for any fees or fines, or other financial obligation incurred by You or through Your use of the Services prior to termination.

16. PROHIBITED PRODUCTS AND SERVICES

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites;

2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;

3. Body parts which includes organs or other body parts;

4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);

5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;

6. Child pornography which includes pornographic materials involving minors;

7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;

8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;

9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;

10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;

11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;

15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;

16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;

17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;

18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;

19. Offensive goods which includes literature, products or other materials that: (a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) Encourage or incite violent acts; or (c) Promote intolerance or hatred.

20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;

21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;

22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;

23. Securities which includes government bonds or related financial products;

24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;

26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

27. Wholesale currency which includes discounted currencies or currency exchanges;

28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;

29. Multi-Level Marketing collection fees;

30. Matrix sites or sites using a matrix scheme approach;

31. Offering Work-at-home approach and/or Work-at-home information; with an intention to deceive;

32. Drop-shipped merchandise;

33. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;

34. Provision of any services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;

35. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);

36. Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;

37. If you deal in intangible goods/ services (eg. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or Service, which in the sole opinion of either the Partner Bank or the Acquiring Bank, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to you from time to time. This shall be without prejudice to any other terms & conditions mentioned in these Terms;

38. Mailing lists;

39. Virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;

40. Money laundering services;

41. Database providers (for tele-callers);

42. Bidding/Auction houses;

43. Activities prohibited by the Telecom Regulatory Authority of India;

44. Any other activities prohibited by Applicable Laws;

45. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);

46. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses.

The above list is subject to additions / changes by Razorpay, based on instructions received from Facility Providers, without any prior intimation to You.

17. SPECIFIC TERMS FOR SAAS OFFERINGS

17.1. “SaaS Offerings” shall mean Software-as-a-Service offerings that You can avail on the Dashboard which may be used independently or in conjunction with Payouts, and including all upgrades, updates, and patches to the SaaS Offerings that Razorpay makes available for general release. Specific details of such SaaS offerings shall be available on https://razorpay.com/x/current-accounts/.

1.2. “Subscription Term” shall mean that period specified during which You will have on-line access and the ability to use the SaaS Offerings through the Dashboard. The Subscription Term shall automatically renew for a successive Subscription Term(s).

1.3. “SaaS Fees” or “Subscription Fees” shall mean the consideration payable by You to Razorpay for the SaaS Offerings at rates and frequencies determined by Razorpay. Razorpay reserves the right to update or revise the SaaS Fees at its sole discretion without prior intimation to You.

1.4. Razorpay may, in its sole discretion, make any changes to any SaaS Offerings that it deems necessary or useful to:

1.4.1. Maintain or enhance (i) the quality or delivery of the SaaS Offerings; (ii) the competitive strength of, or market for, the SaaS Offerings; (iii) cost efficiency or performance of the SaaS Offerings.

1.4.2. Comply with Applicable Laws.

1.5. During the Subscription Term, You will receive a non-exclusive, non-assignable, non-sublicensable right to access and use the SaaS Offerings solely for Your internal business operations subject to the terms of these terms.

SPECIFIC TERMS OF USE: RAZORPAYX PAYOUT SERVICES THROUGH CUSTOMER IDENTIFIER

1. DEFINITIONS:

For these specific services, the following definitions shall also apply:

1.1. “Payee” shall mean a beneficiary of a Payout that is initiated by You in accordance with these specific terms and conditions.

1.2. “Payouts” means initiating and affecting payments through various means, including bulk payments by You, to inter alia, Your vendors, employees, governmental agencies, customers and Your other stakeholders through various payment modes using the necessary software protocols (including API protocols).

1.3. “Partner Banks” mean the banks / entities which affect the Payouts by inter alia receiving API calls from Razorpay for initiating and affecting the Payouts.

1.4. “Customer Identifier” means a unique numeric/ alphanumeric (as the case maybe) identifier provided by Razorpay which is assigned to You for the purpose of loading and/or maintaining funds which can be utilized solely to make Payouts.

2. SERVICES

2.1. Subject to Terms and Clause 2 of these specific terms, Razorpay will provide the specific services mentioned in these specific terms in the manner set forth below. You acknowledge that the current account services which are provided by scheduled banks in partnership with Razorpay shall not form a part of the scope of any Services under these specific terms.

2.2. Designation of Customer Identifier: Upon Your acceptance of the Terms (including these specific terms), Razorpay will designate a Customer Identifier for You to utilize solely for initiating and affecting Payouts. Subject to the Terms (including these specific terms), You can credit funds to the Customer Identifier and utilize such funds solely to make Payouts.

2.3. Initiation of payment: Funds credited or available in the Customer Identifier can be utilized by You to initiate Payouts subject to the Terms. To initiate a Payout, You will be required to submit necessary Payee information, including Payee’s account details and the amounts required to be transferred to the Payee.

2.4. Communication with Partner Bank: Following receipt of Payee information and Payout instructions (as stated in Clause 2.3 of these specific terms), Razorpay will communicate the information and instructions to the Partner Bank to enable the Partner Bank to affect the Payouts. You acknowledge that the process of settlement of the Payouts gets completed as per the timelines that are stipulated by the Facility Providers and are specific to the underlying mode of payment chosen You to affect the Payout. You acknowledge that Razorpay has no role in determining these timelines and accordingly, You shall not hold Razorpay liable for any delays under this Clause 2.4.

2.5. You agree that it shall be Your sole responsibility to ensure the correctness of any communication, information, instruction or any other inputs which is required to affect a Payout or use any other Service. You acknowledge that Razorpay is merely a technology service provider and shall have no responsibility to confirm the correctness of any communication, information, instruction or any other inputs which are required to affect a Payout or use any other Service.

2.6. You agree that the provision of services under these specific terms shall be subject to the sole discretion and decision of Razorpay. You shall furnish any additional documents which in the sole opinion of Razorpay are necessary to provide the services under this SOF.

2.7. In the event any query or clarification is sought by any Governmental Authority or Facility Provider in respect of a Payout transaction, You shall (forthwith upon communication of the query or clarification by Us to You) provide the relevant transaction and/or customer details, as required by the relevant Governmental Authority or the Facility Provider.

3. MANNER OF PAYMENT OF FEES

3.1. You agree that fees for Services along with other charges due and payable by You to Razorpay (including any fines and penalties) under these specific terms shall be deducted from the funds available in the Customer Identifier and before a Payout is affected. You acknowledge that if You do not maintain sufficient funds to account for the fees for a proposed Payout, then You shall not be able to initiate such Payout unless You maintain the necessary funds balance in the Customer Identifier.

3.2. You agree that the fees shall be charged according to the manner, rates and frequency determined by Razorpay. Razorpay reserves the right to update the amount of the fees including for Services for which no charge has been levied previously in accordance with this Clause 3.2. You agree that You shall be liable to pay any additional fees as determined by Razorpay in the event:

(a) You avail certain value-added services available on the Razorpay dashboard irrespective of whether they have been available free of charge previously.

(b) You avail any new Services not mentioned in the Terms (including these specific terms). You agree that Your use of any Service or a value-added service shall be construed as a consent to any additional fees which may be levied by Razorpay on such additional Service or value-added service.

4. YOUR SPECIFIC REPRESENTATIONS

4.1. The following representations of Yours shall be true at the time of your acceptance of these specific terms and at all times during your usage of the Services:

(a) You shall transfer any funds/ monies/ credits to the Customer Identifier strictly in accordance with Applicable Laws and/or in accordance with any communications from Razorpay from time to time.

(b) Your use of Customer Identifier shall be in compliance with the Reserve Bank of India’s circular No. RBI/2021-22/116 DOR.CRE.REC.63/21.04.048/2021-22 on “Opening of Current Accounts by Banks - Need for Discipline”, as amended or updated from time to time, or any other circular, clarification, notification, guideline, rules, regulations set out by the Reserve Bank of India in relation to opening of current accounts or overdraft facilities.

(c) You have conducted reasonable due diligence on Payees and based on such diligence are satisfied that the Payees are not seeking Payouts for any activities that are in contravention with Applicable Law.

(d) You have obtained necessary consents from the Payees for transmitting or sharing Personal Data with Razorpay in connection with the provision of Services and performance of Razorpay’s obligations under the Terms (including these specific terms).

(e) You shall make the Payouts strictly in accordance with Applicable Laws.

5. NO PROVISION OF SERVICES

5.1. Subject to the Terms (including these specific terms), You shall be solely liable to maintain funds in the Customer Identifier and Razorpay shall not be liable for a failure to provide any Services under these specific terms because of insufficiency of funds in the Customer Identifier or on account of any issue with the Facility Providers.

6. GENERAL

6.1. In the event of any conflict between the Terms and these specific terms, these specific terms shall prevail over the Terms. To the maximum extent feasible, they shall be construed harmoniously.

6.2. Capitalised Terms used but not defined in these specific terms shall have the meaning ascribed to such terms in the Terms.

7. SERVICE DESCRIPTIONS

7.1. RazorpayX (“RZPX”) Payouts and Payout Links

7.1.1. RZPX Payouts and Payouts Links allows You to make Payouts to bank accounts, UPI IDs, Cards (Debit & Credit) across modes such as RTGS, UPI, IMPS and NEFT. In addition, RZPX Payouts and Payout Links allow You to schedule Payouts to Your Payee’s bank account or virtual payment address (“VPA”) so they can be processed at a later time.

7.2. In Payout Links- in the event You do not have a Payee’s bank account details / VPA IDs, You can push a link to the Payee along with the amount to be paid. Your Payee receives a link either via SMS or email or both, where they can fill the account details of their preference and the Payout is completed instantly with RZPX Payout Links. You agree that Razorpay shall not be liable for any errors or omissions made by You or the Payee relating to entering of the correct payment credentials or any other details which are required to be captured for making the Payout. It is clarified that it shall be Your sole responsibility to ensure the identity of the Payee and its compliance with the Applicable Laws.

7.3. RZPX Vendor Payments

7.3.1. Vendors Payments enable You to automate Your accounts payable processes. It allows You to receive supplier invoices from multiple sources like emails, vendor portals, drive etc and pre- fill the details on the Razorpay dashboard and making them ready for the payment. The product also allows You to deduct TDS payments on the invoice value wherein TDS amount is automatically deducted from Your Customer Identifier balance and deposited with the government every month.

Specific Terms for RazorpayX Vendor Payments

7.3.2. Razorpay makes no warranties, express or implied, or representations as to the accuracy of details extracted from any file, including not limited to, an invoice uploaded by You on the Razorpay dashboard. It is solely Your responsibility to ensure that all details extracted from the invoice are correct before authorizing any kind of payments. Razorpay assumes no liability or responsibility for any error or omissions in the information contained on the Razorpay dashboard.

7.4. RZPX Tax Payments

7.4.1. Tax Payments enable You to manage, track and pay compliance payments like TDS, Advance Tax and GST from the Razorpay dashboard. The TDS component is auto-calculated according to the TDS rate selected for the Your vendor. This TDS amount is automatically deducted from Your Customer Identifier balance and deposited with the government every month. You can download the challan on Razorpay dashboard and file the TDS.

Specific Terms for RazorpayX Tax Payments

7.4.2. Razorpay makes no warranties, express or implied, or representations as to the accuracy of details extracted from any file uploaded by the You on the Razorpay dashboard. It is solely Your responsibility to ensure that all details extracted from the file are correct before authorizing any kind of tax payments or vendor payments or any other kind of Payouts. Razorpay assumes no liability or responsibility for (i) any error or omissions in the information contained on the Razorpay dashboard; or (ii) any delay in processing the TDS payments.

7.5. Penny Testing or Fund Account Validation

7.5.1. Penny Testing or Fund Account Validation is a service provided by Razorpay which can be used by You to verify the authenticity of an end beneficiary’s bank account or a UPI ID. This is achieved by depositing a single rupee into the intended account which returns the validated bank details along with the beneficiary’s name of the account number provided by the end beneficiary. UPI ID validity and name are validated using the VPA validation feature by National Payments Corporation of India.

Specific Terms for Penny Testing

7.5.2. You agree that an additional fees shall be applicable for each Penny Testing transaction undertaken by You and such fees shall not include any monies used by You for the purposes of undertaking the Penny Testing transaction itself. You acknowledge that You can only avail the Penny Testing service if You have sufficient funds available in the Customer Identifier to account for the fees which is to be separately charged on each instance of the use of Penny Testing service.

7.5.3. You acknowledge and agree that, unless approved in writing by Razorpay, Penny Testing service can only be used once to verify the end beneficiary of a unique bank account or a UPI ID. You shall not use the Penny Testing service to verify the same bank account or UPI ID more than once.

7.5.4. You agree that You shall not allow use of the Penny Testing service by any third parties including Your affiliates without prior written consent from Razorpay. You acknowledge and agree that You shall be solely responsible for securing all API keys and secret keys required to avail the Penny Testing service and shall indemnify and keep Razorpay harmless, at all times, from any loss arising out of (a) Your to keep Your API or secret keys secure; (b) unauthorized sharing of API or secret keys by You.

7.6. Payouts to Wallets

7.6.1. Payouts to wallets covers Payouts which can be made to RBI compliant wallets by You. The amount of the Payout will be credited to the wallet balance of the Payee. You can make Payouts up to ₹10,000 (per Payout) (or such other amount as maybe determined by Razorpay) to the Payee.

7.6.2. You agree that You shall be solely responsible for ensuring the Payouts are made to wallets which are in compliance with all Applicable Laws including but not limited all RBI regulations/ circulars/ guidelines/ notifications/ clarifications etc.

7.7. Accounting Software Integrations

7.7.1. You can integrate certain Razorpay supported accounting software with Your Razorpay dashboard to simplify how You make payments to Your vendors, partners and suppliers. You can create Razorpay readable payout files from such supported accounting software. These files can be imported in the Razorpay dashboard and Payouts can be generated. The payout result files downloaded from Dashboard can directly be uploaded to supported accounting software for reconciliation.

Specific Terms for Accounting Software Integrations

You agree and authorise Razorpay to access, import, use or process Your data from the accounting software. Razorpay makes no warranties, express or implied, or representations as to the accuracy of details extracted from any file, imported by You on the Razorpay dashboard. It is solely Your responsibility to ensure that all details extracted from the imported files are correct before authorizing any kind of payments. Razorpay assumes no liability or responsibility for any error or omissions in the information contained on the Razorpay dashboard

SPECIFIC TERMS OF USE: RAZORPAYX PAYOUT SERVICES THROUGH CURRENT ACCOUNT

1. DEFINITIONS

For these specific services, the following definitions shall also apply:

1.1. “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.

1.2. “Bank Account” means a banking account maintained by the Client with the Sponsor Bank.

1.3. “Razorpay” shall mean ‘Razorpay Services Private Limited’ in case Your Bank Account is with RBL Bank Limited; and ‘RZPX Private Limited’ in case Your Bank Account is with any other Sponsor Bank.

1.4. “Sponsor Banks” mean the banks / entities (licensed by the Reserve Bank of India) with whom Razorpay has partnered to provide payment solutions to You by establishing software protocols and integrations via API.

2. SERVICES

2.1. You agree that services shall be provided to You in accordance with Clause 4 hereinbelow (“Services”)

2.2. You hereby authorise Razorpay to enable Services on the Bank Account including the right to:

2.2.1. Process any payment requests (including initiating pay-out/disbursements from the Bank Account) upon Your instructions.

2.2.2. Deduct Razorpay Fees from the Bank Account according to the manner, rates and frequency determined by Razorpay.

2.3. You hereby agree and confirm that Razorpay is acting solely as technical service provider and shall be acting strictly on the instructions issued by You. Razorpay shall not be liable for any claims (including claims raised by the Sponsor Bank/pay-out beneficiaries and/or governmental authorities/regulators etc.) that may arise due to Razorpay acting on the Your instructions. You shall indemnify and keep Razorpay indemnified against such any claims.

2.4. Razorpay will process payments on the basis of and shall rely on the representations and information provided by You in good faith and belief that these are genuine business transactions.

2.5. Razorpay shall be entitled to revoke / hold the execution of any transaction(s), if so required under any notice / order / direction received from any regulatory / statutory authority, any court of law or the Sponsor Bank. You agrees that Razorpay shall be entitled to investigate or seek clarifications in regard to any transaction and the You agree and undertake to fully cooperate with RazorpayX in this regard.

2.6. You shall act as the transaction initiator and all the instructions will be sent by Razorpay to the Sponsor Bank. All such transactions will be processed through Razorpay’s platform with such authorisation as mandated by Sponsor Banks from time to time, if any. The status of such transactions will be updated to You on Razorpay’s platform by Sponsor Bank. STP transaction from Razorpay’s platform will be allowed provided the Sponsor Bank has consent from You allowing transactions initiated by them from the Razorpay’s platform on STP basis.

2.7. In case the Services become inaccessible due to any break-down or other reasons directly attributable to Razorpay, Razorpay shall use commercially reasonable efforts to rectify /fix the problem at its own cost.

2.8. Razorpay, at its sole discretion and subject to it being legally permissible, refer its existing and prospective customers to a Sponsor Bank to enable them to utilize the Services. The grant of a Bank Account shall be at the sole discretion of the concerned Sponsor Bank, for which Razorpay shall not be liable in any manner.

2.9. Razorpay will, to the extent permissible by law, share with the Sponsor Bank the required KYC details, fields, format, images (scan)and other details for the KYC of the account opening for You for the purpose of the availment of the Services by You, and You hereby expressly agree and consent to the same. However, Sponsor Bank shall be solely liable and responsible for undertaking the KYC of the Client.

2.10. Razorpay shall, upon receipt of transaction status from Sponsor Bank, promptly share the same with You on Razorpay’s Platform and shall not be responsible for any incorrect status that may be shared by the Sponsor Bank regarding the same.

2.11. You hereby confirm and agree that Razorpay shall not be responsible or liable for any actions or inaction of the Sponsor Bank. Razorpay and Sponsor Bank shall be responsible for their respective products/ services / tools and any consequences relating thereto. You understand that all the queries/complaints shall be resolved conclusively by such Party providing such payment facility and/or technology system.

2.12. You agree and confirm that all instructions to Razorpay in connection with the Services under this Agreement shall constitute legally binding and enforceable transactions.

2.13. Razorpay shall be entitled to rely and act on any communication received from You and such actions shall be fully binding on You. Razorpay shall not be required to ascertain the authority of the instructions and without any verification of contents of the instructions. Razorpay shall not be liable for the any discrepancies in the instruction files or for any communication failure between Razorpay and You.

2.14. You shall use the Services of Razorpay only for lawful purposes, in accordance with Applicable Law and for use-cases as specifically defined by Razorpay.

2.15. You undertake that You do not, and shall not use the Services for any activity related to Domestic Money Transfer (DMT) transactions and any other activities as notified by the Sponsor Banks from time to time. Any breach of this provision shall be subject to immediate suspension or termination of any or all Services, at Razorpay’s sole discretion, and You shall be liable to indemnify Razorpay from all losses arising from such breach.

3. YOUR SPECIFIC REPRESENTATIONS

3.1. The following representations of Yours shall be true at the time of your acceptance of these specific terms and at all times during your usage of the Services:

3.1.1. in the utilisation of the Services, You shall not carry out any activity in contravention with Applicable Law;

3.1.2. pursuant to the Services provided under these terms, You do not and shall not infringe upon any patent, copyright, trademark, trade secret or other proprietary right (including, but not limited to, misappropriation of trade secrets) of any third-party.

3.1.3. You have authorised Razorpay to generate LDAP, Client and Secret ID and keys or any other parameters mandated by the Sponsor Bank and subscribe to the API’s on Sponsor Banks’ web portal or software platform on Your behalf to facilitate the Services. You shall not share any credentials shared by Razorpay pursuant to the Services, with any third party or unauthorised personnel. You shall designate Authorised Personnel for operation of their interface with Razorpay and execute such documents as may be required for provision of Services.

3.1.4. It have further authorised Razorpay to service Your current account maintained with Sponsor Bank, on Your behalf with regards to queries and complaints raised by You and/or third party for facilitation of the Services including authorisation for raising of queries with the Sponsor Bank on Your behalf.

4. SPECIFIC SERVICE RELATED TERMS

4.1. Razorpay on Your behalf is integrating with the the banking platform via bank APIs to enable You to access Your Bank Account via the use of API banking through which You will have access to a dashboard created by Razorpay whereby a larger set of features on money transfer like vendor payments, salary disbursements, bill payments, tax payments etc., will be provided to You through the Bank Account or You can use Razorpay APIs to do money transfer under permissible criterias. You will share Your API credentials with Razorpay which Razorpay will securely store in its system for enabling You to access Your Bank account.

4.2. Besides the above features, the conventional features of checking balances, and fetching account statements will also be available.

4.3. Razorpay will provide a technical solution that will be utilised by the You to manage Your Bank Account. Razorpay will integrate the following bank APIs (including but not limited) to create the solution

SPECIFIC TERMS OF USE: RAZORPAYX PAYROLL

1. DEFINITIONS

For these specific services, the following definitions shall also apply:

1.1. "Compliance Filings" shall mean payments and filings made by Razorpay on Your behalf to the respective statutory authorities relating to Tax Deducted at Source (TDS), Professional Tax (PT), Employees State Insurance Scheme (ESI) and Provident Fund (PF).

1.2. "Current Account" shall mean a bank account opened by You through Razorpay with one of the scheduled commercial banks for utilising the Services.

1.3. "Designated Account" shall mean the Current Account or Customer Identifier, as applicable.

1.4. "Employees" shall mean the full time employees and/or contractors mentioned in the authorised employee list provided by You.

1.5. "Employee Dashboard" shall mean Razorpay proprietary and established electronic information management tool that tracks and displays information pertaining to Employee's use of the Services.

1.6. "Employee Details" shall mean the Employee details updated by You on the Dashboard.

1.7. "Fees" shall mean the commercial consideration payable to Razorpay for Razorpay’s provision of the Services.

1.8. "Funds" shall mean the amount maintained in the Designated Account by You in relation to the Services (including the Fees).

1.9. "Payouts" shall mean initiating and affecting payments through various means, including bulk payments by You, to Your Employees, governmental agencies, or other payments towards the Services through various payment modes using the necessary software protocols (including API protocols).

1.10. "Services" for the purposes of these Specific Terms of Use shall mean automation of payroll calculations, disbursement of salaries, generation of Employee payslips and Form-16 under Indian Income Tax Act, 1961, calculation and payment of Compliance Filings.

1.11. "System ID" shall mean the unique identification number of the Employee which is generated by Razorpay upon successful login to the Employee Dashboard and pursuant to these Specific Terms of Use.

1.12. "Customer Identifier" shall mean a unique numeric / alphanumeric (as the case maybe) identifier provided by Razorpay which is assigned to You for the purpose of loading and /or maintaining Funds which may be utilised solely to make Payouts.

2. SERVICES

Subject to the Terms, Razorpay will provide the Services in the manner set forth below:

2.1. Designation of Customer Identifier: If a Customer Identifier is availed by You, Razorpay shall designate a Customer Identifier for You to utilise solely for initiating and affecting Payouts.

2.2. You agree that it shall be Your responsibility to provide the details of the Designated Account to be reflected on the Dashboard.

2.3. You acknowledge and agree that utilisation of the Services is subject to availability of Funds in the Designated Account. You can load the Funds to the Designated Account by way of NEFT/ IMPS/ RTGS. You acknowledge and agree that Razorpay reserves a right to not provide / process the Payouts if sufficient Funds are not maintained.

2.4. Initiation of Payout: Funds credited or available in the Designated Account can be utilised by You to initiate Payouts. To initiate a Payout, You will be required to ensure that the Employee Details are updated on the Dashboard.

2.5. You agree and consent that Razorpay shall act upon Your instructions and on Your behalf to process the payments for Compliance Filings. Razorpay shall also, upon Your request, support You with monthly / quarterly Compliance Filings (For eg: Form 24Q and 26Q of the Indian Income Tax Act, 1961) and yearly Compliance Filings by way of Form-16.

2.6. You acknowledge and agree that the Employees will have access to the Employee Dashboard via System ID for filing reimbursement requests, mark attendance, compute / update tax declarations, and upload supporting documents.

2.7. Additional Services: You may opt for certain value-added services available on the Dashboard.

2.7.1. You acknowledge that Razorpay provides certain customisable templates for employment letters, offer letters, etc. (together, “Customisable Templates”) which You may choose from the Dashboard. You acknowledge and agree that: (a) the Customisable Templates are to be used at Your sole discretion; (b) Razorpay provides the Customisable Templates on an “as is” basis; and (iii) You represent and warrant (i) that it is Your sole responsibility to verify the suitability of the Customisable Templates for Your requirement; (ii) that You have sought independent legal advice prior to using the Customisable Templates, (iii) that You absolve Razorpay of any liability arising from the use of the Customisable Templates, (iv) that You have read and modified the Customisable Templates as necessary. Notwithstanding anything to the contrary in these Terms, Razorpay expressly disclaims all liability in respect of any actions taken or not taken based on any or all of the Customisable Templates. Razorpay does not necessarily endorse and is not responsible for any third-party content that may be accessed through Customisable Templates.

3. PAYMENT PROCESSING

3.1. The Parties agree that Fees (including any fines and penalties) that are due and payable by You to Razorpay under these Terms shall be processed during the Payout from the Funds available in the Designated Account.

3.2. You agree that the Fees shall be charged according to the manner set forth in these Specific Terms of Use. Razorpay may update the Fees amount from time to time.

3.3. You agree that Your use of any value-added services shall be construed as Your consent to additional charges (if any) levied by Razorpay on such value-added services.

4. SPECIFIC REPRESENTATIONS AND OBLIGATIONS

You hereby represent, warrant and covenant that:

4.1. You shall transfer Funds to the Designated Account strictly in accordance with Applicable Laws.

4.2. You shall at all times provide true and accurate information, including by way of electronic communications, pursuant to these Specific Terms of Use in order for Razorpay to provide the Services. You shall also be responsible for verifying information before a Payout is initiated, Razorpay shall be entitled to rely on the same.

4.3. You have obtained necessary consents from the Employees for transmitting or sharing Personal Data with Razorpay in connection with the provision of Services and performance of its obligations under these Specific Terms of Use.

4.4. You shall utilise the Services and make the Payouts strictly in accordance with Applicable Laws.

4.5. You shall be responsible for any acts or omissions of the Employees with respect to their use of the Services.

5. GENERAL

You acknowledge and agree that Razorpay is merely a technology service provider and shall have no responsibility to confirm/ validate the correctness of any communication, information, instruction or any other inputs which are required to affect a Payouts or use any other Services under these Specific Terms of Use.

INCREMENTAL TERMS FOR RAZORPAY X SOURCE TO PAY

PRIVACY

YOUR PRIVACY IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS OF USE YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED OUR POLICIES, INCLUDING THE PROVISIONS OF OUR PRIVACY POLICY.

You may address any complaints or discrepancies in relation to the processing (including storing and using) of Your Personal Information (including Sensitive Personal Information) to:

DPO

MR. SHASHANK KARINCHETI

RZPX PRIVATE LIMITED

ADDRESS: NO. 22, GROUND FLOOR, SJR CYBER, LASKAR-HOSUR ROAD, ADUGODI, BANGALORE- 560030.

E-MAIL: dpo@razorpay.com

GRIEVANCES PORTAL: https://razorpay.com/grievances/

These Terms of use were last updated on 13th day of March 2024.