Payment 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 Payment Terms and Conditions (“Terms”) constitute a legal agreement between You (the Merchant) and Razorpay PA (*as defined below*). You acknowledge that the payment aggregation business, assets, and all associated contractual obligations pertaining to the Services will stand legally transferred from Razorpay Software Private Limited (“Transferor Entity”) to and vested in Razorpay Payments Private Limited (“Transferee Entity”) pursuant to a corporate demerger and regulatory approvals, operationalized from January 1, 2026 (the “Transfer Date”). You agree that from the Transfer Date, the rights and obligations under these Terms shall stand transferred to the Transferee Entity. All references to “Razorpay PA”, “us,” or “we," or "our " under these Terms will automatically and exclusively mean and refer to the Transferor Entity till the Transfer Date and to the Transferee Entity from the Transfer Date. Your continued access to or use of the Services on or after the Transfer Date constitutes Your express and irrevocable consent to the novation of this Agreement to the Transferee Entity, which shall be Your sole contracting party from the Transfer Date. 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 PA’s payment services, including payment aggregation, point of sale devices and soundboxes (“Devices”), technology, software, analytics or any other services, tools or products offered or made available by Razorpay PA and/or its Facility Providers (“Services”). The Services may be offered or made available to You via the Website, mobile applications, software, APIs, social media, or other access channels (“Platform”). Your use of the Platform and Services is also subject to the Website Terms of Use, which are incorporated herein by reference. “You”, “Your(s)”, “Yourself” or “Merchant” refers to a merchant, (whether a non-registered individual/sole proprietor or corporate body), who registers for use, or accesses the Platform or Services. The Services provided by Razorpay PA through the Platform are available and are appropriate only for use in India. If You are a Merchant based outside of India collecting monies from Indian buyers, the provision of these Services is governed by Part A (General Terms and Conditions) and the combined provisions of Part B, Part I (Payment Aggregation Services), and Part B, Part IB (Specific Terms for Cross-Border Outward Transactions), with Part IB superseding any conflicting general provisions.

Please read these Terms carefully before accessing the Platform or using the Services. By accessing, registering for or using the Platform or any of the Services, You agree to be bound by these Terms, including our Privacy Policy, Website Terms of Use 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 stop/terminate the use of the Services and/or refrain from accessing the Platform. Razorpay PA 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. In addition to posting the updated Terms on the Platform, Razorpay PA may notify You of material changes via email or a prominent notification within the Platform. However, failure to receive such a notification shall not affect the immediate enforceability of the updated Terms. 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/stop the use of the Services.

We may require You to agree to additional terms in connection with specific Services, provided by Razorpay PA, 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.

Where You intend to avail online as well as offline payment aggregation services, You understand and agree that the provision of offline payment aggregation services by Razorpay PA will be governed Part A (General Terms and Conditions) and the combined provisions of Part B, Part I (Payment Aggregation Services), and Part B, Part IA (Additional Terms for Offline Payment Aggregation and Device Terms), with Part IA superseding any conflicting general provisions.

DEFINITIONS

• “AD-1 Bank” means a scheduled commercial bank in India which is authorized under the relevant legislation to undertake all current and capital account transactions according to the directions issued by the RBI from time to time.
• “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Razorpay, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
• “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.
• “Card Network” or “Card Association” shall mean Visa, MasterCard, RuPay, American Express, or other association of which the issuer of a card is a member and includes reference to banks or other entities that issue cards including credit card, debit card, prepaid card which may be used by a Customer.
• “Card Payment Network Rules" refer to the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed and adopted by the Card Networks. These card payment networks have infrastructure and processes to enable transaction authorisation. The Card Networks require You to comply with all applicable guidelines, rules, and regulations formulated by them.
• “Chargeback” shall mean the reversal (such reversal being requested by a Facility Provider pursuant to a request from the Facility Provider's customer) of the debit of the Transaction Amount that was charged by You, where the reversal is approved by the Facility Provider following examination of the Transaction related documents and information furnished by You, consequently resulting in Razorpay PA being charged the Transaction Amount and charges, penalties or fines associated with processing the Chargeback.
• “Chargeback Amount” shall mean the aggregate amount that the Facility Provider charges Razorpay PA pursuant to a Chargeback.
• “Chargeback Request” means a claim for Chargeback by the Facility Provider's customer.
• “Claims” means any claim asserted against You, that is paid or payable to a third party pursuant to an order of a court of law, judicial and quasi-judicial authorities.
• “Customer” means the Merchant's customer who will be making payments to the Merchant in consideration for goods/services availed of by such customer from the Merchant.
• “Dashboard” is a Razorpay PA owned and established electronic information management tool that tracks, displays and stores metrics and data points and online terms pertaining to Services being provided to You and which is accessible by You to facilitate the use of the Services. Dashboard can also be used by You to provide instructions relating to Services, which shall be binding.
• “Device” means the point of sale (POS) or mobile point of sale (mPOS) devices or soundboxes on which the Razorpay POS Software is enabled.
• “Escrow Account” is an account held by Razorpay PA with an Escrow Bank for the purpose of receiving the Transaction Amount and effecting settlements to You including the inward collection account and the outward collection account.
• “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account under the Payment Aggregation Guidelines.
• “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake settlements.
• “Facility Providers” shall means banks, financial institutions, NPCI, technology service providers, or other third parties facilitating the provisions of Services or any part thereof, including but not limited to (a) acquiring banks, (b) banks issuing credit cards, debit cards, prepaid instruments and accounts, and (c) Card Networks.
• “KYC Guidelines” means KYC norms as set out in the Master Direction - Know Your Customer, 2016 notified by Reserve Bank of India through circular no. Master Direction DBR.AML.BC.No.81/14.01.001/2015-16, to the extent applicable to the Services and as may be determined by Razorpay PA or the Facility Providers including any amendments, clarifications, FAQs, etc. which may be issued from time to time.. KYC means know-your-customer.
• “NPCI” means the National Payments Corporation of India constituted pursuant to the provisions of the Payment and Settlement Systems Act, 2007.
• “OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of America.
• “PA - CB Inward Transactions” shall mean provisions of Services for the purchase of goods, services, or investment products where Transaction involves the inflow of foreign exchange into India.
• “Payment Aggregator Guidelines”/ “Master Directions” means the RBI circular RBI/DPSS/2025-26/141 CO.DPSS.POLC.No.S-633/02-14-008/2025-26 dated September 15th, 2025, including any amendments, clarifications, FAQs, etc. which may be issued from time to time.
• “Payment Instrument” includes credit card, debit card, bank account, prepaid payment instrument or any other instrument issued under Applicable Law, used by a customer to pay the Transaction Amount.
• “Permissible Deductions” means (a) fees charged by Razorpay PA; (b) Chargeback Amount including fines and penalties; and (c) any other sum due and payable by You to Razorpay PA.
• “Refund” means processing of Your request to Razorpay PA, for returning the Transaction Amount (or part thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.
• “RBI” shall mean the Reserve Bank of India.
• “Terminal ID (TID)” shall mean a unique number assigned to a Merchant that is set up in the Razorpay PA system. TIDs may also be associated with any Device at the discretion of Razorpay PA and the Merchant. Any Device can be deactivated at any time at the request of the Merchant.
• “Transaction” means an order or request placed by the customer with You (or a third-party vendor availing of Your services) for purchasing goods/services from You, which results in a debit to the customer's Payment Instrument.
• “Transaction Amount” means the amount paid by the Customer in connection with Transaction.

1. PROPRIETARY RIGHTS

1.1 We (and our successors and licensors, as applicable) remain the sole owner of all rights, title and interest in the Services, including the Platform, and all underlying intellectual property rights (whether registered or not). Razorpay PA grants You a personal, revocable, non-exclusive, non-transferable, limited right to access the Platform and make use of the Platform and the Services in accordance with the Terms. 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 successors and licensors, as applicable) retain our 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 PA, the Group Entities 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 PA may use Your materials to operate and improve the Platform and/or the Services and fulfil Razorpay PA’s rights and discharge its obligations under the Terms, including providing the Services. You agree that Razorpay PA may use Your materials in its marketing and promotional materials without requiring any incremental consent from You. You further agree that Razorpay PA may conduct analytics on Your materials and that Razorpay PA 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 PA, the Group Entities 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 SERVICES BY THE USER

2.1 You shall register to become a user of the Services and/or the Platform only if You are of the age of 18 or above and possess the legal capacity and full authority to enter into and perform binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of all Your passwords, keys, security codes, login and account information (“Secure Credentials”) associated with Your account with Razorpay PA and API access. You are responsible for maintaining the confidentiality of the Secure Credentials. You will be responsible for the use of the Platform and/ or Services by You or anyone using Your Secure Credentials including but not limited to any unauthorized access, fraudulent transactions, or loss of data resulting from Your failure to maintain the confidentiality of Your Secure Credentials. You are solely responsible for all activities that occur under Your account/in using Your Secure Credentials and Razorpay PA shall not be liable for any such change or action performed by using Your Secure Credentials on the Website.

2.2 You shall ensure that all information provided to Razorpay PA (as and when prompted by the Platform) including, but not limited to KYC Documents, financial statements, business details, and contact information is true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate or incomplete), or if Razorpay PA has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Razorpay PA shall have the right to immediately suspend Services and/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.

For the complete text of the Razorpay Terms and Conditions, including sections on Fees, Liability, Indemnity, Chargebacks, and Anti-Bribery policies, please refer to the official Razorpay Legal Documentation. By using our payment processing facilities, you agree to adhere to all terms as enforced by Razorpay PA and its Facility Providers.