Terms of service

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PART A: GENERAL TERMS AND CONDITIONS

This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and does not require any physical or digital signatures.

These Terms and Conditions ("Terms") constitute a legal agreement between You and Razorpay Software Private Limited ("Razorpay" or "us", or "we" or "our""). The Terms, constituted of Part A: General Terms and Conditions and Part B: Specific Terms and Conditions, govern Your access to and use of Razorpay services, including payments, technology, software, analytics or any other services, tools or products offered or made available by Razorpay and/or its Affiliates, and/or their Facility Providers, ("Services"). The Services may be offered or made available to You via our website, mobile applications, software, APIs, social media, or other access channels ("Platform"). "You", "Yours", "Yourself" or "Merchant" refers to customers, who may be a non-registered individual or corporate body, who register for, use, or access the Platform or Services. The Services provided by Razorpay through the Platform are available and are appropriate only for use in India.

Please read these Terms carefully before accessing the Platform or using the Services. By accessing the Platform or using the Services, You agree to be bound by these Terms, including our Privacy Policy and any other policy applicable to the Services received via the Platform. If You do not agree to these Terms or do not wish to be bound by these Terms, You must immediately terminate the use of the Services.

Razorpay reserves the right to amend or otherwise modify the Terms at any time by posting an updated version on the website. The updated Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms periodically for updates/amendments. Your continued access of the Platform or use of the Services 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 the use of the Services.

We may require You to agree to additional terms in connection with specific Services, provided either by Razorpay or its Affiliates, that You may avail from time to time. You agree to be bound by supplemental terms of any specific Service that You access or use via our Platform and/or are available by hyperlink on our Platform. We may ask You to agree to those supplemental terms by way of 'acceptance'. Should You choose to avail any specific Service, You may be required to complete forms and provide additional data/information.

You hereby give your consent for us to store, and use the data/information You provide on the Platform during (i) the initial sign up/registration process and (ii) registration or onboarding for any specific Service in future. You hereby further give Your consent for us to pre-fill forms for the registration or onboarding process of any specific Service with such data/information provided. You acknowledge and agree that we reserve the right to verify, and re-verify where applicable, the data/information You provide in relation to any specific Service. Your right to access and use any specific Service is subject to successful completion, at our sole discretion, of registration or onboarding process for that specific Service. To the extent these Terms are inconsistent with any supplemental terms for a specific Service, then those specific terms shall prevail over these Terms.

You further agree that any claims relating to any specific Services shall be brought solely against the Razorpay Affiliate providing the specific Services. Where You intend to avail online as well as offline payment aggregation services, You understand and agree that online Services will be provided by Razorpay Software Private Limited and offline Services will be provided by Ezetap Mobile Solutions Private Limited (Razorpay POS), an Affiliate of Razorpay. You acknowledge and agree that the provision of offline payment aggregation services by Razorpay POS will be governed by Part A: General Terms and Conditions along with Part VII: Specific Terms for Offline Aggregation Services and Devices of Part B: Specific Terms and Conditions enumerated below. For the avoidance of doubt, the reference to Razorpay under Part A: General Terms and Conditions shall include Razorpay POS as well.

1. PROPRIETARY RIGHTS

1.1. We (and our licensors, as applicable) remain the sole owner of all right, title and interest in the Services, including the Platform and the website www.razorpay.com ("website"), including any intellectual property rights which subsist in the Services (whether registered or not). Razorpay grants You a personal, non-exclusive, non-transferable, limited right to access the Platform and make personal use of the website and the Services. You shall not remove, obscure, or alter any proprietary rights notices (including trademark and copyright notices), which may be affixed to or contained within the Services. We reserve all rights not granted under the Terms. We (and our licensors, as applicable) retains its rights in and to trademarks, trade names, service marks, logos, domain names, and other distinctive brand features ("marks") owned or used by us in the course of our business. You do not have the right to use any of our marks without explicit consent from us. You shall not download, copy, create a derivative work, modify, reverse engineer, reverse assemble, transmit 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 or marks. You further acknowledge and agree that the Services may contain information that is designated confidential by us and You shall not disclose such information without our prior written consent.

1.2. You grant a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable license to Razorpay, its Affiliates and third party service providers, to use Your data, Your customer's data, information, content, trademarks, logos and any other materials/information You upload or make available to us or on the Platform ("Your materials"). You agree that Razorpay may use Your materials to operate and improve the Platform, provide the Services, and fulfil Razorpay's rights and discharge its obligations under the Terms. You agree that Razorpay may use Your materials in its marketing and promotional materials without requiring any incremental consent from You. You further agree that Razorpay may conduct analytics on Your materials and that Razorpay shall retain ownership of the results or reports derived from such data which shall be in aggregated and anonymised form for its business purposes in accordance with Applicable Laws. You shall indemnify and hold harmless Razorpay, its Affiliates and its service providers on demand against all claims and losses arising out of or in connection with our use of Your Materials in accordance with this clause.

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 are responsible for maintaining the confidentiality of any login information and secure access credentials associated with Your Razorpay account. You will be responsible for all use of the Platform and/ or Services by You or anyone using Your password and login information (with or without our permission). 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 agree to provide true, accurate, current and complete information about Yourself as and when prompted by the Platform. 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 immediately suspend or terminate Your account and/or refuse any and all current or future use of the Platform or Services, or any portion thereof, in connection thereto.

2.3. By using the Services and providing your contact information, you consent to receiving information about, and offers for, various products and services from Razorpay, its Affiliates or third parties. These communications may occur through various channels, including but not limited to telephone, SMS, email, WhatsApp, other messaging services, or any other physical, electronic, or digital means. You agree that Razorpay may contact you electronically or by phone to gauge your interest in specific products and services and to process your requests or applications. Additionally, you authorize Razorpay, along with its partners, service providers, vendors, and other third parties, to contact you for purposes such as (i) presenting or soliciting your interest in other products or services from third parties, or (ii) sending marketing materials, offers, or other information through the Website or via other methods including telephone, SMS, email, WhatsApp, or other messaging services or digital means. You consent to receiving these communications on the phone or mobile number you provided on the website and explicitly waive any registration or preferences listed under the Do Not Disturb (DND) or National Customer Preference Register (NCPR) in accordance with Telecom Regulatory Authority of India (TRAI) regulations.

2.4. You agree and authorize Razorpay to share your information with its partner banks, financial institutions, group companies, Affiliates, vendors, service providers, and other third parties as necessary to provide the various products and services you select or to offer additional value-added services. You also consent to receiving communications via email, telephone, and/or SMS from Razorpay or these third parties. If you request to opt out of receiving such communications or marketing materials in the future, this request will only apply prospectively and will not affect data that has already been shared by Razorpay with your prior consent.

2.5. By accessing the Platform or using our Services, You acknowledge and agree that we may display offers, promotions, and other content from our partners, Affiliates, and third parties to You or Your end users. These offers and promotions may be tailored based on the information provided, including past information on our Platform or by Your or end users use of our Services. We may leverage the data, including personal data, that You or Your end users submit to personalize and optimize these offers, ensuring that they are relevant and valuable to You, and You explicitly consent to such usage. This may include, but is not limited to, Your or Your end user preferences, interactions, and usage patterns on our Platform. We do not guarantee the accuracy, quality, or suitability of any offers presented, and such offers may be subject to additional terms and conditions. Your, or an end user's, engagement with these offers is solely at Your discretion.

2.6. You acknowledge and agree that for undertaking any payment and/or financial transaction through the Platform, Razorpay may undertake due diligence measures and seek information required for KYC purposes, which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You acknowledge and agree that Razorpay may undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to 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, 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, KYC Guidelines, etc. issued by the RBI as may be amended from time to time that may be applicable to You in connection with Your business and use of Platform or 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 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 customers or invoices, in its sole discretion and / or as per the Applicable Laws or pursuant to requests from governmental authorities, law enforcement agencies 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 any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of Your products or services. 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 Platform 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 or portal, as may be necessary to complete Your profile or Your application on the Platform, conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this Platform. You explicitly authorise Razorpay to rely on such information and You represent and warrant that such information shall be and shall remain true and accurate. 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 Platform and/or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local laws that might apply to You. 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 Platform and/or Services.

2.13. You are prohibited from posting or transmitting to or through this Platform: (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 Platform.

2.14. You represent and 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 Your access to or use of the Platform or any or all Services, at Razorpay's sole discretion. You shall indemnify Razorpay from any losses arising from Your breach of this provision.

2.15. You further represent, warrant, and covenant that: (a) Your use of the Platform and 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, including 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.

2.16. You hold express informed consent of Your customers to share customers' information, including personal data, with Razorpay and its affiliates (i) in connection with provision of Services to You and other users of the Platform or Services, (ii) for the purposes of sharing such information with governmental authorities as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking and fraud prevention, or (iv) pursuant to regulatory authorities' orders and/or notices including but not limited to notices under Section 94 of BNSS.

2.17. 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.

2.18. 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.

2.19. You shall assist Razorpay in furnishing to its auditors, the Facility Providers, governmental authorities, or law 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 the customer's orders at any time whatsoever and without any prior notice. You shall ensure cooperation with Razorpay, its auditors, Facility Providers, governmental authorities, or law enforcement agencies for any audit, inspection or pursuant to any other request.

2.20. 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.

2.21. When a customer purchases goods or services from You, You may, in Your sole discretion, impose any convenience fee on the customer. Any responsibility or losses incurred by Razorpay as a result of the charge of any such convenience fee by You to Your customers shall be borne by You. You shall also indemnify Razorpay for such liability or losses.

2.22. You shall not engage, appoint, or otherwise utilize any third-party service provider in connection with the Services under this Agreement without the prior written consent of Razorpay. You further agrees that they shall utilize the Services solely (a) directly from Razorpay; (b) through a payment orchestration solution provided or expressly approved by Razorpay ; or (c) via a proprietary in-house orchestration solution developed by the Merchant, subject to Razorpay's prior written approval. You shall not engage, integrate, or route any payments through a third-party payment orchestrator not explicitly approved by Razorpay. Any breach of this clause, including use of an unapproved third-party orchestrator, shall entitle Razorpay to immediately suspend and/or terminate the Services without any liability to Razorpay.

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