SPECIFIC TERMS FOR ONLINE PAYMENT AGGREGATION
SERVICES
1. PAYMENT PROCESSING
1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for Online Payment Aggregation
Services, Razorpay shall facilitate collection of online payments for products/services sold by You. You agree that where any settlement
amount is less than Rupee 1, Razorpay shall endeavour to, but is not obligated to You, make such settlement.
1.2. Subject to Clause 2 and 3 of Part I: Specific Terms for Online Payment Aggregation Services, Specific Terms for Online Payment
Aggregation Services, Razorpay shall settle the Transaction Amount (net of Permissible Deductions) into your account as per agreed
timelines in compliance with the PA/PG guidelines. The Merchant acknowledges and agrees that the foregoing is subject to credit to /
receipt of funds by Razorpay in the Escrow Account from acquiring banks or gateways.
1.3. If Razorpay settles the Transaction Amount under Part A: General Terms and Conditions or Part B: Specific Terms and Conditions,
at an earlier time than agreed above, Razorpay shall have an absolute right to recover the Transaction Amount forthwith if the same is
not received in the Escrow Account within three (3) Escrow Bank Working Days following the date of the Transaction for any reason
whatsoever.
1.4. Razorpay shall have an absolute right to place limits on the Transaction value.
1.5. You may choose to purchase Fee Credits from Razorpay in respect of the Services being rendered under Part I: Specific Terms for
Online Payment Aggregation Services. It is agreed that in respect of each Transaction, Razorpay shall be entitled to deduct an amount
equivalent to Razorpay fees along with applicable taxes from the Fee Credit. You agree that if sufficient funds are not available in the
Fee Credits, then Razorpay shall be entitled to deduct Razorpay fees along with applicable taxes from the Transaction Amount. “Fee
Credits” are the credits using which You may receive the full settlement amount without any fee deduction. For example, if You have a
Fee Credit of INR 100 then all the Transactions will be settled in full and the fees for these payments will be deducted from the Fee
Credit of INR 100.
1.6. You agree that Razorpay shall be entitled, at its sole discretion, to recover any amounts from You that are charged to Razorpay
and/or debited by Facility Providers from accounts maintained by You or any reason attributable to the provision of Services to You by
way of deduction from (i) the Transaction Amount to be settled to You and /or (ii) any of Your other funds held by Razorpay in the
course of providing the Services. In the event such set-off or recovery does not fully reimburse Razorpay for the liability owed, You
shall pay Razorpay a sum equal to any shortfall thereof.
1.7. You hereby acknowledge and agree that in case of reversal of Transaction Amount to Razorpay’s Escrow Account due to any reason,
including but not limited to your bank (where your settlement account resides) rejecting acceptance of the Transaction Amount for any
reason whatsoever, Razorpay may refund the monies to the source account from which it was received.
1.8. Notwithstanding anything set forth in the Terms, You acknowledge, agree and affirm that in the event Razorpay in its absolute
discretion determines that, for reasons including but not limited to internal decisions or regulatory mandates, it is not feasible or suitable
to settle the funds held in the Razorpay’s Escrow Account to you, Razorpay reserves the right to withhold such settlement and after
giving prior notice to you, shall refund the said amount back to the source account from which it was received.
1.9. Merchant hereby consents and confirms that, where any bank as a payment aggregator/payment facilitator takes Razorpay services
for processing settlement of funds for such Merchant, acting as Razorpay’s partner bank, the Merchant authorizes Razorpay to make
settlements to such partner bank or any third party, whereby Merchant gives its instructions to such effect either directly to Razorpay or to
such partner bank which is made available to Razorpay by such partner bank. Additionally, the Merchant understands and agrees that
Razorpay may carry out KYC procedure for the said Merchant through any permissible means.
2. CHARGEBACKS
2.1. If a Facility Provider communicates to Razorpay the receipt of a Chargeback Request, You will be notified of the Chargeback. You
agree that liability for Chargeback, whether domestic or international, under the Terms solely rests with You. You further agree that it is
Your sole discretion whether to avail non-3D secure services or not and additional terms for the same will apply as set out in the
Merchant dashboard. Subject to availability of funds, Razorpay upon receipt of a Chargeback Request shall forthwith deduct Chargeback
Amount from the Transaction Amounts, which may be used, based on the decision of the Facility Provider, either to a) process
Chargeback in favour of the customer or b) credit to You. For the avoidance of doubt, Razorpay shall be entitled to deduct the
Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay documents and information
(“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the
completion of the aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said Transaction.
You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of
receiving notification of the Chargeback Request.
2.2. You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the
Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay to effect a reversal of the debit
of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer’s Payment
Instrument.
2.3. Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay then You agree
and acknowledge that Razorpay is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction
Amounts to be settled to You and (ii) any of Your other funds held by Razorpay in the course of providing the Services. Provided
however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Razorpay is
entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within
seven (7) days of receipt of the debit note.
2.4. On the issuance of notice of termination under the Terms, Razorpay reserves the right to withhold from each settlement made during
the notice period, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of one hundred and twenty (120)
days (“Withholding Term”) from the date of termination of these Terms. The sums so withheld shall be utilized towards settlement of
Chargebacks. After processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, to You forthwith upon
completion of the Withholding Term. The ‘Stipulated Percentage’ is the proportion of the Chargeback Amounts out of the total
Transaction Amounts settled during the subsistence of these Terms.
2.5. Notwithstanding anything in the Terms, if the amount withheld pursuant to clause 2.4 above is insufficient to settle Chargebacks
Amounts received during the Withholding Term, then Razorpay is entitled to issue a debit note seeking reimbursement of the
Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note.
2.6. The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any loan
cancellation requests, You need to respond to Razorpay within seven (7) working days with a suitable response. If loan is to be cancelled,
then the same needs to be informed to Razorpay and if cancellation request is to be declined then You need to provide proof of delivery
and justification. For loans which would get cancelled on the basis of Your confirmation, the amount would be recovered from the daily
settlement.
3. REFUNDS
3.1. You agree and acknowledge that subject to availability of funds received in the Escrow Account, You are entitled to effect Refunds
at Your sole discretion.
3.2. You further agree and acknowledge that initiation of Refunds is at Your discretion and Razorpay shall process a Refund only upon
initiation of the same on the Platform.
3.3. All Refunds initiated by You shall be routed to the same payment method through which the Transaction was processed.
3.4. You agree that Razorpay fees shall always be applicable and payable by You on each Transaction irrespective of whether You have
refunded the same to Your customer either through normal channels of refunds or through the instant refund service of Razorpay affiliate
(if availed).
3.5. You acknowledge and agree that for payments that are late authorized but not captured by You, Razorpay may initiate auto-refund to
the customer within five (5) days.
4. FRAUDULENT TRANSACTIONS
4.1. Subject to clause 2.1 and 2.2 of this Part I: Specific Terms for Online Payment Aggregation Services, if Razorpay is intimated, by a
Facility Provider, that a customer has reported an unauthorised debit of the customer’s Payment Instrument (“Fraudulent Transaction”),
then in addition to its rights under clause 16 of Part A: General Terms and Conditions, Razorpay shall be entitled to suspend settlements
to You during the pendency of inquiries, investigations and resolution thereof by the Facility Providers.
4.2. If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to these Terms, any dispute arising in
relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI’s notification
DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI’s notification DBOD. LEG. BC 86/09.07.007/2001-02 dated
April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time.
4.3. Subject to clause 4.2 above, if the Fraudulent Transaction results in a Chargeback, then such Chargeback shall be resolved in
accordance with the provisions set out in the Terms.
4.4. You acknowledge that Razorpay shall not be responsible for any liability arising in respect of Fraudulent Transactions whether it is
an international or a domestic transaction.
4.5. You shall be liable in the event of breach of the fraud amount thresholds as provided under the NPCI guideline on ‘Fraud liability
guidelines on UPI transactions’ NPCI/2022- 23/RMD/001. You hereby understand and agree that the decision of the NPCI or the
concerned acquiring bank, as the case may be, shall be final and binding.
5. GENERAL
5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Terms and Conditions, Part B:
Specific Terms and Conditions shall prevail. To the maximum extent feasible, they shall be construed harmoniously.
5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment Aggregation Services of Part B shall have
the meaning ascribed to such terms in Part A: General Terms and Conditions.
5.3. Clauses 2 and 4 of Part I: Specific Terms for Online Payment Aggregation Services of Part B shall survive the termination of the
Terms.
5.4. You hereby consent for Razorpay to share Your information/data, including activity related information and personal information,
with its Affiliates, for (i) the Affiliates to facilitate access to/market along with Razorpay, such products and services as the Affiliates
may deem You eligible; and/or (ii) to share such information with Facility Providers (such as banks, NBFCs) associated with the
Affiliates, for such Facility Providers to assess Your eligibility for the proposed products and services. To revoke or modify such consent
please reach out to support.razorpay.com.
5.5. You hereby agree and confirm that in case You have opted for a loan/line of credit or any other similar product through Razorpay’s
affiliates/group companies, and its Facility Providers/lending partners, You hereby acknowledge, confirm, agree and provide
unconditional consent that Razorpay may facilitate its affiliates/group companies which reserve the right to recover the outstanding dues
from the positive balance as maintained by You with Razorpay. Depending on the type of loan product opted by You: (i) where NACH
mandate provided by You as the first mode of repayment fails due to insufficient balance, recovery shall happen from your positive
balance maintained with Razorpay, provided You have not completed repayment to lending partner of Razorpay affiliate/group
companies through any other mode; or (ii) where your positive balance is first mode of repayment, recovery shall happen from the same.
5.6. You hereby agree that Razorpay may deduct amounts from Your settlement account in accordance with instructions provided by
You to Razorpay. Razorpay may first deduct its fees and other liabilities, including but not limited to chargebacks, fines, and penalties
followed by other deductions, based on the chronological order of the instructions received from You.
6. COMPLIANCE WITH PAYMENT AGGREGATOR GUIDELINES
6.1. You represent and warrant that (i) You shall during the entire term of the usage of the Services, implement, observe and comply with
applicable requirements prescribed under Applicable Laws, including but not limited to the provisions of the Payment Aggregator
Guidelines. You shall further ensure that Your operations are in compliance with the Payment Aggregator Guidelines and You shall not
undertake any action in breach of the same (ii) You shall on Your website/web app/mobile site/mobile app clearly indicate/display (a)
the return and refund policy of Your products/services to Your customers, including the timelines for processing such returns, refunds or
cancellations; and (b) the general terms of use and conditions of use by Your customers. You shall ensure that You deliver products and
services in accordance with instructions of the customers. (iii) You shall at no time hold, store, copy or keep any customer data relating
to a customer’s Payment Instrument and shall notify in writing to Razorpay without any delay if You suspect or have become aware of a
possible security breach related to any customer data. (iv) You shall not store any data pertaining to the Payment Instrument / customer
Payment Instrument credentials. On demand, You shall provide a written confirmation, in a form and manner acceptable to Razorpay and
Facility Providers, certifying compliance to this aspect.
6.2. You shall set up a comprehensive customer grievance redressal mechanism which provides the procedure for addressing complaints
received from Your customer and You shall include the details of the person designated by You for handling such customer complaints.
It is clarified that such customer grievance redressal mechanism shall provide the facility to the customers for registering their
complaints over phone, email, or any other electronic means. You shall respond to such grievances or complaints received from Your
customers within a period of 5 (five) business days from the date of receiving such grievance or complaint. You shall be solely
responsible for sorting or handling any complaints received against You.
6.3. You shall comply with or enter into an agreement with a third party service provider of payment processing services for compliance
with the Payment Card Industry Data Security Standard (“PCI DSS”), as may be amended from time to time, and the Payment
Application-Data Security Standard (“PA-DSS”), if applicable. You shall also submit an annual report in writing to Razorpay signifying
proof of compliance with the above. If You become aware that You will not be or are likely not to be, in compliance with PCI DSS or PA
DSS for any reason, You will promptly report in writing to Razorpay such non-compliance or likely non-compliance.
6.5. You shall provide Razorpay with evidence of compliances listed in this clause 6 at Razorpay’s request and provide, or make
available, to Razorpay copies of any audit, scanning results or related documents relating to such compliance. Notwithstanding the
above, Razorpay shall have the right to conduct a security audit to check Your compliance with this clause 6 and in such cases, You shall
extend full cooperation to Razorpay and its representatives so as to enable them to conduct the audit to their sole satisfaction.
6.6. You agree to implement, maintain and enforce appropriate measures for the security and privacy of customer data in accordance
with Applicable Laws. You shall promptly report security incidents or breaches involving customer data to
https://razorpay.com/grievances/.
7. SERVICE DESCRIPTIONS
7.1 Optimizer
For the purpose of these services, unless the context otherwise requires:
(a) “Optimizer Services” means a technology solution developed by Razorpay which enables You to route Your payments through
specific payment gateways based on Your business conditions and preferences. This solution is a software layer on top of Your payment
to route every payment request received for Your unique id, based on the rules created by You on Optimizer’s merchant facing
dashboard.
(b) “Optimizer Transaction” means any transaction routed by You through the Optimizer Services, which involves an order or request
placed by the customer with You by paying the Optimizer Transaction Amount to You, while using the services of any payment gateway
or payment aggregator.
(c) “Optimizer Transaction Amount” means the amount paid by the customer to You which is then routed by You through the
Optimizer Services.
(d) You agree that the Optimizer Services are being provided by Razorpay solely as a software as a solution (SaaS) provider. The
Optimizer Services are independent and separate from the other Services being provided to You. It is clarified that, for these Optimizer
Services, Razorpay’s role will strictly be that of a SaaS provider and will not be that of a payment service provider.
(e) You hereby consent Razorpay to use or process any type of data shared by You for the provision of the Optimizer Services.
(f) Razorpay shall have the right to charge additional fees for provision of the Optimizer Services.
(g) You shall for Your omission/commission indemnify and hold Razorpay, its directors, managers, officers, employees and agents
harmless from and against all losses arising from claims, demands, actions or other proceedings as a result of disputes or claims raised by
any payment gateway / payment aggregator in relation to Optimizer Services.
7.2. Value Added Services
(a) You may opt for certain value added services available on the dashboard which will be subject to an additional charge to be agreed
upon by the parties. Such charges are to be paid on a monthly / quarterly / annual basis or other frequency as may be agreed mutually.
You hereby consent that payments towards such value added services shall be deducted from the settlement amount payable from
Escrow Account under these Terms.
(b) In addition to the above, You acknowledge that Razorpay provides as a value added service certain customisable templates for
website terms of use and conditions, return and refund and shipping policy, privacy policy, etc. (together, “Customisable Templates”)
which You may choose to use to display on Your website / web app / mobile site / mobile app / other digital app in order to comply with
Your obligations under the Payment Aggregator Guidelines. You acknowledge and agree that: (a) the Customisable Templates are
available during the onboarding process 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 products/services, (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 before publishing on Your website / web app / mobile site / mobile app. Notwithstanding anything
to the contrary in these Terms, Razorpay expressly disclaims all liability in respect of any actions or omissions 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 the Customisable Templates.
8. SPECIFIC TERMS FOR SNRR MERCHANTS
You agree that the following terms shall only apply in case You hold a Special Non-Resident Rupee Account (“SNRR Account”)
pursuant to the RBI ‘Master Direction – Deposits and Accounts’ dated January 1, 2016 and Circular on ‘Non-resident Rupee Accounts –
Review of Policy’ dated November 22, 2019 detailed hereinbelow.
8.1. Any person resident outside India, having a business interest in India shall open an SNRR Account with an authorised dealer for the
purpose of putting through bona fide transactions in rupees, not involving any violation of provisions of Applicable Laws. The business
interest, apart from generic business interest, shall include the following INR transactions, namely :-
(a) Investments made in India in accordance with Foreign Exchange Management (Non-debt Instruments) Rules, 2019 dated October 17,
2019 and Foreign Exchange Management (Debt Instruments) Regulations, 2019 notified vide notification no. FEMA 396/2019-RB dated
October 17, 2019, as applicable, as amended from time to time;
(b) Import of goods and services in accordance with Section 5 of the Foreign Exchange Management Act 1999 (42 of 1999), read with
Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign Exchange Management (Current Account Transaction) Rules, 2000, as
amended from time to time;
(c) Export of goods and services in accordance with Section 7 of the Foreign Exchange Management Act 1999 (42 of 1999), read with
Notification No. G.S.R. 381(E) dated May 3, 2000, viz., Foreign Exchange Management (Current Account Transactions) Rules, 2000, as
amended from time to time, and further read with FEMA Notification No.23(R)/2015-RB dated January 12, 2016, as amended from time
to time;
(d) Trade credit transactions and lending under External Commercial Borrowings (ECB) framework in accordance with Foreign
Exchange Management (Borrowing and Lending) Regulations, 2018, as amended from time to time; and
(e) Business related transactions outside International Financial Service Centre (IFSC) by IFSC units at GIFT city like administrative
expenses in INR outside IFSC, INR amount from sale of scrap, government incentives in INR, etc. The account will be maintained with
a bank in India (outside IFSC).
8.2. The SNRR Account shall carry the nomenclature of the specific business for which it is in operation. Indian banks may, at its
discretion, maintain a separate SNRR Account for each category of transactions or a single SNRR Account for a person resident outside
India engaged in multiple categories of transactions provided it is able to identify/segregate and account them category-wise.
8.3. You shall ensure that the operations in the SNRR Account shall not result in the account holder making available foreign exchange
to any person resident in India against reimbursement in rupees or in any other manner.
8.4. The SNRR Account shall not bear any interest.
8.5. The debits and credits in the SNRR Account shall be specific/incidental to the business proposed to be done by the account holder.
8.6. The tenure of the SNRR Account shall be concurrent to the tenure of the contract / period of operation / the business of the account
holder and in no case shall exceed seven years. Approval of the RBI shall be obtained in cases requiring renewal, provided the restriction
of seven years shall not be applicable to SNRR accounts opened for the purposes stated at sub. paragraphs i to v of paragraph 1 of
Schedule 4 of Regulation 5(4) of Foreign Exchange Management (Deposit) Regulations, 2016.
8.7. All the operations in the SNRR Account shall be in accordance with the provisions of the Act, rules and regulations made
thereunder.
8.8. The balances in the SNRR Account shall be eligible for repatriation.
8.9. You shall not transfer from any Non-Resident Ordinary account (“NRO”) account to the SNRR Account.
8.10. All transactions in the SNRR Account shall be subject to payment of applicable taxes in India.
8.11. SNRR Account may be designated as resident rupee account on the account holder becoming a resident.
8.12. The amount due/ payable to non-resident nominee from the account of a deceased account holder, shall be credited to NRO account
of the nominee with an authorised dealer/ authorised bank in India.
8.13. The transactions in the SNRR Account shall be reported to the RBI in accordance with the directions issued by it from time to time.
8.14. You shall ensure that You have prior approval of RBI in case You have entities incorporated in Pakistan and/or Bangladesh or You
are a Pakistan or Bangladesh national.
9. SPECIFIC TERMS FOR GAMING MERCHANTS
These terms in this section shall only apply if You are a gaming merchant.
9.1. You represent and warrant to Razorpay that:
(a) You do not engage in any activity that violates any Applicable Law pertaining to gaming, gambling, betting or wagering.
(b) No services provided by You to any customer (“Merchant Services”) are of a nature that may be construed as a
competition/contest/game/sport/event (online or offline) whose outcome is based merely or preponderantly or predominantly on chance.
(c) The Merchant services are at all times in compliance with all Applicable Laws including pertaining to restriction or prohibition on
gambling, betting, wagering and gaming activities.
(d) The provision of the Merchant Services to customers in the states of Nagaland and Sikkim (if so provided) are in accordance with the
Applicable Laws of these states and You have obtained and hold all necessary and valid licenses and registrations to provide the
Merchant Services in Nagaland and Sikkim.
(e) No Merchant services including facilitation, hosting or providing a platform for any competition/contest/game/sport/event (online or
offline) for monies are rendered by it to (i) any customers in the states of Telangana, Odisha and Assam or (ii) any customers who are
residents of the states of Telangana, Odisha and Assam.
9.2. The representations and warranties set out in clause 9.1. above shall be repeated on each day during the term of these Terms.
9.3. You hereby agree and undertake to provide at the time of commencing use of the Services a written confirmation, in a form and
manner set out below, certifying that the representations and warranties set out in clause 9.1 above are true and correct. You agree that
we may require you to provide a fresh confirmation on demand at any time during Your use of the Services.
9.4. Notwithstanding any other provision of the Terms for gaming merchants , You shall indemnify and hold Razorpay, its affiliates, and
each of their directors, managers, officers, employees and agents harmless from and against all losses (including any losses that are
special, incidental, indirect, consequential, exemplary or punitive in nature) arising from claims, demands, actions or other proceedings as
a result of or on account of (a) any of Your representations or warranties as set out in Clause 9.1 above being breached or becoming
untrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining to gaming, gambling, betting or
wagering
