Service Agreement

This SERVICES AGREEMENT (the "Agreement") is made and executed:

BETWEEN

MERCHANT COMPANY, an entity incorporated under the laws of India / a

company incorporated under the provisions of the Companies Act, 1956 or
Companies Act, 2013 (as applicable), having its registered office in India, (hereinafter
referred to as "CLIENT" which expression shall unless repugnant to the subject or
context thereof mean and include its successors and permitted assigns) of the ONE
PART

AND

RAZORPAY SOFTWARE PRIVATE LIMITED, a company incorporated under the

provisions of the Companies Act, 1956, having its registered office at 1st Floor, SJR
Cyber, 22, Laskar Hosur Road, Adugodi, Bangalore -560030, (hereinafter referred to
as "RAZORPAY" which expression shall unless repugnant to the subject or context
thereof mean and include its successors and assigns) of the OTHER PART.

The Client and Razorpay shall hereinafter be individually referred to as "PARTY" and
collectively as "PARTIES".

WHEREAS:

1. Razorpay is engaged in the business of inter alia payment gateway

aggregation, developing and implementing payment solutions, facilitating the
initiation and receipt of electronic payments, including but not limited to
payments effected through credit cards, debit cards, net-banking, pre-paid
instruments and payment methods offered by and routed through the
infrastructure established by the NPCI (defined hereinafter) such as UPI
(defined hereinafter) and Bharat QR (defined hereinafter).
2. Razorpay has developed software protocols to inter alia communicate with
Acquirers, Nodal Banks and Card Payment Networks to provide the Services
(defined hereinafter).
3. The Client has approached Razorpay to avail Services (defined hereinafter), to
enable Customers (defined hereinafter) to make payments to the Client and
 Razorpay has agreed to provide Services in accordance with the terms and
conditions of this Agreement.
4. The Parties are now desirous of entering into this Agreement for the purpose
of recording the rights and obligations inter se the Parties.

NOW THEREFORE, in consideration of the mutual agreements, covenants,

representations and warranties set forth in the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged by the
Parties, the Parties hereby agree as follows:

1. DEFINTIONS AND INTERPRETATION

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following words and expressions
shall bear the meanings ascribed to them below:

1. "ACT" means the Payment and Settlement Systems Act, 2007 and the rules, regulations,
guidelines and notifications framed and/or issued thereunder.
2. "ACQUIRER" shall mean entities, including but not limited to banks, financial institutions
and Card Payment Networks, authorised under the Act to operate Payment Systems.
3. "AFFILIATE" in relation to a Person, means any other Person, directly or indirectly
Controlling, Controlled by, or under Common Control of or with, that Person or any
Person or entity forming part of such Person. If such Person is an individual, the term
Affiliate shall include a relative of such individual; Control" means, with respect to any
Person: (i) the ownership of more than 50% (Fifty percent) of the equity shares or other
voting securities of such Person; or (ii) the possession of the power to direct the
management and policies of such Person; or (iii) the power to appoint a majority of the
directors, managers, partners or other individuals exercising similar authority with respect
to such Person by virtue of ownership of voting securities or management or contract or
in any other manner, whether directly or indirectly, including through one or more other
Persons; and the term "Common Control" and "Controlled by" shall be construed
accordingly;
4. "AGREEMENT" means this agreement along with schedules hereto as amended from
time to time.
5. "APPLICABLE LAW" means any law, statute, rule, regulation, order, circular, decree,
directive, judgment, decision or other similar mandate of any applicable central, national,
state or local governmental authority having competent jurisdiction over, or application
to the Party or subject matter in question.
6. "AUTHENTICATION" is the process implemented by inter alia the Acquirer and/or the
Issuer to verify whether the Payment Instrument used for the Transaction is validated in
accordance with (I) the security features of the Payment Instrument and/or; (II) the
guidelines prescribed by the RBI, NPCI or the relevant Government Authority.
7. "AUTHORISATION" is the process by which the Issuer confirms the sufficiency of
balance or limit in respect of a Payment Instrument and pursuant to such confirmation
approves the payment of the Transaction Amount.
8. "BHARAT QR" is a payment solution developed and operated by NPCI, enabling person
to merchant mobile payments through the use of imaging device readable encrypted
codes referred to as QR codes.
9. "CARD PAYMENT NETWORKS" means Payment Systems which are authorised by the
RBI to be affiliated with banks, non-banking financial companies or other RBI approved
entities, for the issuance of inter alia credit cards, debit cards and prepaid cards.
10. "CHARGEBACK" shall mean the reversal (such reversal being requested by an Issuer
pursuant to a request from the Issuer’s Customer) of the debit of the Transaction Amount
that was charged to the Client, where the reversal is approved by the Issuer following
examination of the Transaction related documents and information furnished by the
Client, consequently resulting in the Acquirer charging Razorpay the Transaction Amount
and charges or fines associated with processing the Chargeback.
11. "CHARGEBACK AMOUNT" shall mean the aggregate amount that the Acquirer or
Issuer charges Razorpay pursuant to a Chargeback.
12. "CHARGEBACK DOCUMENTS" has the meaning ascribed to the term in paragraph 3.2
of Schedule I.
13. "CLIENT REPRESENTATIVES" has the meaning ascribed to the term in Clause 12.2.
14. "CROSS-BORDER REMITTANCES" shall mean any cross-border remittance, including
any Foreign Contribution that are made in favour of the Client and/or Client’s merchants,
as the case maybe, to the current bank account of Client held in India.
15. "CUSTOMER" or "PAYER" shall mean any Person who is effecting a Transaction by
using a Payment Instrument.
16. "DASHBOARD" is a Razorpay owned and established electronic information
management tool that visually tracks, displays and stores metrics and data points
pertaining to Transactions.
17. "FACILITY PROVIDERS" includes banks, financial institutions, and technology service
providers, including Acquirer, Nodal Banks and Card Payment Networks, facilitating the
Transaction or any part thereof.
18. "FCRA 2010" means Foreign Contribution (Regulation) Act, 2010, and rules, regulations,
amendments and notifications issued or made thereunder from time to time.
19. "FCRA ACCOUNT" means the bank account to be maintained under FCRA 2010 in that
bank and its branch as notified by the Ministry of Home Affairs from time to time.
20. "FORCE MAJEURE EVENT" means any event, not within the reasonable control of the
Party affected, which that Party is unable to prevent, avoid or remove by the use of
reasonable diligence. Force Majeure Event shall, to the extent such events and
circumstances or their consequences satisfy the requirements mentioned hereinabove,
comprise the following events and circumstances namely: war, hostilities, invasion, armed
conflict, act of foreign enemy, embargoes, riot, insurrection, prolonged labour stoppages,
acts of terrorism, sabotage, nuclear explosion, earthquakes, fires, typhoons, storms, other
natural catastrophes, pandemics, epidemics, government order, any legal/ regulatory
 order, action, direction, prohibition which impairs with Razorpay’s ability to render
Services under this Agreement, including but not limited to passing of a statute, decree,
regulation or order by a competent authority.
21. "FOREIGN CONTRIBUTION" means foreign contribution as defined under the FCRA
2010.
22. "FOREIGN NATIONAL CROSS-BORDER REMITTANCE" has the meaning ascribed
to the term in Clause 11.1(a).
23. "FOREIGN SOURCE" means foreign source as defined under the FCRA 2010.
24. "GOVERNMENTAL AUTHORITY" means any central or state government or other
political subdivision thereof and any entity, including any regulatory or administrative
authority or court, exercising executive, legislative, judicial, regulatory or administrative or
quasi-administrative functions of or pertaining to government.
25. "ISSUER" means (i) a bank or financial institution that offers and/or issues cards on
behalf of the Card Payment Networks, such as inter alia Visa, MasterCard or American
Express; (ii) a bank that offers accounts; and (iii) an entity authorised under the Act to
issue a Prepaid Payment Instrument.
26. "NODAL ACCOUNT" is an account held by Razorpay with a Nodal Bank for the purpose
of receiving the Transaction Amount and effecting settlements to the Client or the Client’s
third party vendor (where authorised by the Client).
27. "NODAL BANK" means a bank that is authorised by the RBI under its circular
DPSS.CO.PD.NO.1102/02.14.08/2009-10 dated November 24, 2009, to operate a Nodal
Account.
28. "NODAL BANK WORKING DAYS" means days on which the Nodal Bank is
operational to undertake settlements.
29. "NPCI" means the National Payments Corporation of India constituted under the Act.
30. "OFAC" means the Office of Foreign Assets Control constituted under the law of the
United State of America.
31. "PAYMENT GATEWAY" means the Razorpay developed software protocol that
communicates with the Acquirer, Issuer or any of the Facility Providers to inter alia : (i)
transmit information pertaining to the Payment Instrument in order to facilitate the
completion of Authentication and Authorisation; (ii) receive the Transaction Amount in
the Nodal Account following Authentication and Authorisation; and (iii) settlement of the
Transaction Amount (subject to Permissible Deductions) into the Client’s account.
32. "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.
33. "PAYMENT SYSTEM" has the meaning ascribed to the term in the Act.
34. "PERMISSIBLE DEDUCTIONS" means Razorpay Fees and Chargeback Amount.
35. "PREPAID PAYMENT INSTRUMENTS" has the meaning ascribed to the term in the
Master Direction on Issuance and Operation of Prepaid Payment Instruments dated
October 11, 2017 issued by the RBI and as amended from time to time.
36. "PERSON" includes an individual, an association, a corporation, a partnership, a joint
venture, a trust, an unincorporated organisation, a joint stock company, a bank, a non-
 banking financial company or other entity or organisation, including a government or
political subdivision, or an agency or instrumentality thereof and/or any other legal entity;
37. "PERSONAL DATA" means ‘personal information’ and ‘sensitive personal data or
information’ as defined under the Information Technology (Reasonable Security Practices
and Procedures and Sensitive Personal Data or Information) Rules, 2011 as amended from
time to time.
38. "PLATFORM" means a digital platform set up by the Client, to inter alia offer products
or services or permit Payers to effect Transactions which are facilitated by Razorpay.
39. "RAZORPAY API" means the application programming interface formulated and owned
by Razorpay, constituting software which allows the Client to establish electronic
communication between the Platform and Payment Gateway in order to enable Payers to
initiate and pay the Transaction Amount.
40. "RAZORPAY FEES" has the meaning ascribed to the term in Clause 3.
41. "RAZORPAY REPRESENTATIVES" has the meaning ascribed to the term in Clause
12.3.
42. "REFUND" means processing of the Client’s request to Razorpay, through the option
available on the Dashboard, for returning the Transaction Amount (or part thereof) to the
Payment Instrument which was used for effecting the payment of the Transaction
Amount.
43. "RBI" means the Reserve Bank of India constituted under the Reserve Bank of India Act,
1934.
44. "SERVICES" means the services set out in Schedule I.
45. "TRANSACTION" means an order or request placed by the Customer with the Client (or
a third party vendor availing of Client’s services) by paying the Transaction Amount to the
Client, using Razorpay Services, to (i) purchase products or; (ii) avail of services or; (iii)
contribute funds.
46. "TRANSACTION AMOUNT" means the amount paid by the Customer in connection
with Transaction.
47. "UPI" means the Unified Payments Interface, an instant payment system developed, and
operated by the NPCI.
2. SERVICES AND TERM OF AGREEMENT
1. Subject to the terms and conditions of this Agreement Razorpay will provide to the
Client the Services as and in the manner set forth in SCHEDULE I.
2. This Agreement shall commence on the Effective Date and shall continue to be in
effect unless terminated in accordance with Clause 15 ("TERM").
3. RAZORPAY FEES, TERMS OF PAYMENT AND TAXES
1. In consideration for the Services, Razorpay will charge fees ("RAZORPAY FEES")
to the Client. Razorpay shall be entitled to charge on the Razorpay Fees taxes
applicable from time to time ("APPLICABLE TAXES"). It is agreed that any
statutory variations in Applicable Taxes during the subsistence of this Agreement
shall be borne by the Client. Based on agreement between the Parties, Razorpay
Fees will be charged either as a percentage of the Transaction Amount or as a pre-
 determined amount on every Transaction regardless of the value of the Transaction
Amount.
2. The Client shall be responsible for updating the GST registration number on the
Dashboard.
3. It is agreed that in respect of each Transaction, Razorpay shall be entitled to deduct
Razorpay Fees along with Applicable Taxes from the Transaction Amount.
4. Monthly invoices shall be raised by Razorpay in respect of Razorpay Fees charged
for Transactions processed during such month. Any reasonable dispute in respect of
an amount (or a portion thereof) mentioned in an invoice must be communicated
by the Client via notice ("INVOICE DISPUTE NOTICE") to Razorpay within a
reasonable period of time but no later than thirty (30) days from the date of the
invoice. Razorpay shall use good faith efforts to reconcile any reasonably disputed
amounts within a reasonable time from the receipt of the Invoice Dispute Notice.
5. In respect of invoices received by the Client, it is agreed that if the Client pays over
applicable taxes under Section 194H of the Income Tax Act, 1961 and furnishes to
Razorpay Form 16-A in respect of such taxes paid, then Razorpay shall reimburse to
the Client, on a quarterly basis, the amount in respect of such taxes paid.
4. REPRESENTATIONS AND WARRANTIES
1. Each Party hereby represents and warrants that:

it is an entity duly constituted and validly existing under Applicable Law;

it holds valid and subsisting licenses, registrations, approvals and consents as may
be required for conducting its business and performing its obligations under this
Agreement;
it has the requisite power and authority to execute, deliver and perform its
obligations under this Agreement and that this Agreement, when executed, shall
have been duly and validly authorized, executed and delivered by it;
its obligations hereunder constitute legal, valid, binding and enforceable
obligations;
the execution and performance of this Agreement do not breach its organizational
documents or any Applicable Law, provisions of any contract or order of court or
tribunal applicable to it and does not require any governmental approval; and
the Person executing this Agreement is duly authorized to execute the Agreement
for and on behalf of the respective Party and shall have the authority to bind the
respective Party accordingly.
it shall comply with all Applicable Law including but not limited to the Information
Technology Act, 2000 and the Prevention of Money Laundering Act, 2002;
it shall not, directly or indirectly, make or offer any payment, gift or other advantage
which is intended to, or does, influence or reward any Governmental Authority in
breach of Applicable Law including the Prevention of Corruption Act, 1988.
2. Razorpay hereby represents and warrants that:

Razorpay is and shall remain Payment Card Industry Data Security Standard ("PCI
DSS") certified during the performance of this Agreement.
the Services to be rendered do not and will not violate or infringe any intellectual
property rights of any third party.

3. Client hereby represents and warrants that:

It is and shall at all times during the Term of this Agreement, ensure that Client is in
compliance and shall comply with the FCRA 2010.

5. COMPLIANCE WITH ANTI-BRIBERY, ANTI-CORRUPTION

1. Each Party agrees to comply with all applicable commercial and public anti-bribery
laws ("ANTI-BRIBERY LAWS") which prohibit corrupt offers of anything of value
(either directly or indirectly) to Government Officials to obtain an improper
commercial/business advantage. Government Officials include any government
employee, candidate for public office; an employee of government - owned or
government – controlled companies, public international organisation and political
parties. Each Party agrees not to offer, pay, promise or authorise the payment,
directly or through any other Person, of anything of value for the purpose of
inducing or rewarding any favourable action or influencing or decision in favour of
such Party.
6. COMPLIANCE WITH OFFICE OF FOREIGN ASSETS CONTROL
1. The Client undertakes that it shall all times during the Term of this Agreement be in
compliance with the regulations of OFAC and acknowledges that neither the Client
nor any of the Affiliates has not directly or indirectly lent, contributed or otherwise
made available funds to any of its Affiliates, joint venture partners or other Person
or entity for the purpose of financing the activities of any Person currently subject
to the OFAC sanction list.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
1. All data, information, inventions, intellectual properties (including patents,
trademarks, copyrights, design and trade secrets), "know-how", new uses and
processes, and any other intellectual property right, asset or form, including, but not
limited to, analytical methods, procedures and techniques, research, procedure
manuals, financial information, computer technical expertise, software (collectively
referred to as "INTELLECTUAL PROPERTY"): (a) related to the Services
contemplated under this Agreement, (b) pertaining to the Dashboard and Razorpay
API that are (i) pre-existing; and/or (ii) conceived, generated, derived, produced or
reduced to practice, by Razorpay or any of its Affiliates, as a result of the Services
performed by Razorpay or such Affiliate shall be and remain the exclusive property
of Razorpay or such Affiliate. For the avoidance of any doubt, intellectual property
created by Razorpay or its Affiliate in the course of undertaking its duties and
 obligations under or during the Term of this Agreement is presumed to be owned
by Razorpay (or the Affiliate) unless otherwise stated in writing.
2. Razorpay hereby grants to Client, for the Term of the Agreement, a non-exclusive,
non-assignable, non-sublicensable and revocable license to use Razorpay API and
Dashboard.
3. Except as specified in Clause 7.2, nothing contained in this Agreement shall be
construed to grant any rights and title to the Client in the Intellectual Property.
4. Upon termination of this Agreement all rights relating to the Intellectual Property
developed by Razorpay during the Term of this Agreement along with modifications
thereto shall continue to vest with Razorpay and the Client shall not have any right
whatsoever over such Intellectual Property.
8. CONFIDENTIALITY
1. During the Term a Party ("RECEIVING PARTY") may receive or have access to
certain confidential and proprietary information belonging and/or relating to the
other Party and its Affiliates ("DISCLOSING PARTY") including without limitation
marketing prospects, contracts, officer, director or shareholder information,
Personal Data of Customers, financial and operational information, billing records,
business model and reports, computer systems and modules, secure websites,
reporting systems, marketing strategies, operational plans, proprietary systems and
procedures, trade secrets and other similar proprietary information, including
technical "know-how", methods of operation, business methodologies, software,
software and technology architecture, networks, any other information not generally
available to the public, and any items in any form in writing or oral, clearly identified
as confidential ("CONFIDENTIAL INFORMATION")
2. The Receiving Party shall keep Confidential Information of the Disclosing Party in
confidence. The Receiving Party shall use commercial reasonable and necessary
safety measures and steps to maintain the confidentiality and secrecy of Disclosing
Party’s Confidential Information from public disclosure, and the Receiving Party shall
at all times maintain appropriate measures to protect the security and integrity of
the Disclosing Party’s Confidential Information. The Receiving Party shall not,
without the Disclosing Party’s prior written consent, divulge any of its Confidential
Information to any third party other than the Receiving Party’s officers, employees,
agents or representatives who have a need to know for the purposes of this
Agreement. The Receiving Party shall take all reasonable steps to ensure that all of
its directors, managers, officers, employees, agents, independent contractors or
other representatives comply with this Clause 8 whenever they are in possession of
Disclosing Party’s Confidential Information as part of this Agreement. The Receiving
Party shall use the Disclosing Party’s Confidential Information solely in furtherance
of and in connection with the Services contemplated under this Agreement. The
Receiving Party further agrees that the Disclosing Party’s Confidential Information
will not be used by it and its representatives in any way detrimental to the interests
of the Disclosing Party.
3. Exceptions: The aforesaid confidentiality obligations shall impose no obligation on
the Receiving Party with respect to any portion of Confidential Information which:

was at the time received or which thereafter becomes, through no act or failure on
the part of the Receiving Party, generally known or available to the public;
is, at the time of receipt, known to the Receiving Party as evidenced by written
documentation then rightfully in the possession of either Party;
was already acquired by the Receiving Party from a third party who does not
thereby breach an obligation of confidentiality to the Disclosing Party and who
discloses it to the Receiving Party in good faith;
is developed by the Receiving Party without use of the Disclosing Party’s
Confidential Information in such development.
has been disclosed pursuant to the requirements of Applicable Law, any
Governmental Authority, provided however, that the Disclosing Party shall have
been given a reasonable opportunity to resist disclosure and/or to obtain a suitable
protective order.

4. The Receiving Party shall notify the Disclosing Party immediately upon discovery of
any unauthorized use or disclosure of Confidential Information or any other breach
of this Clause 8. The Receiving Party will cooperate with the Disclosing Party in
every reasonable way to help the Disclosing Party regain possession of such
Confidential Information and prevent its further unauthorized use.
5. Remedies: Parties acknowledge that irreparable damage may occur on breach of
the terms and provisions of Clause 7 and Clause 8. Accordingly, if a Party breaches
or threatens to breach any of the provisions of Clause 7 or Clause 8, then the other
Party shall be entitled, without prejudice, to seek all the rights and remedies
available to it, including a temporary restraining order and an injunction restraining
any breach of the provisions of Clause 7 and Clause 8. Such remedies shall not be
deemed to be exclusive but shall be in addition to all other remedies available at
law or in equity.
6. The obligations as mentioned in this Clause 8 shall survive for a period of three (3)
years post the termination or expiry of this Agreement.
9. FRAUDULENT TRANSACTIONS
1. Subject to Clause 9.2 and 9.3, 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 Razorpay shall be entitled to
suspend the settlement of the amount associated with the Fraudulent Transaction
during the pendency of inquiries, investigations and resolution thereof by the
Facility Providers.
2. Subject to Clause 9.3, if the Fraudulent Transaction results in a Chargeback, then the
Chargeback shall be resolved in accordance with the provisions set out in paragraph
3 of Schedule I.
3. If the amount in respect of the Fraudulent Transaction has already been settled to
the Client pursuant to the terms of this Agreement, 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;
10. RESTRICTIONS ON USE OF SERVICES
1. The Client hereby agrees to ensure that the Transactions do not facilitate the offer,
sale and purchase of products and/or services enumerated in Schedule II.
2. If the Client breaches Clause 10.1 or Clause 11.1 below, then Razorpay shall be
entitled to suspend Services until the Client cures such breach.
11. COMPLIANCE WITH FCRA 2010
1. The Client shall comply with the following:

Client shall ensure that it determines the Foreign Source and Foreign Contribution
of all Cross-border Remittances made in favour of Client’s merchants ("FOREIGN
NATIONAL CROSS-BORDER REMITTANCES");
Client shall settle all Foreign National Cross-border Remittances only in favour of its
respective merchants’ FCRA Account and in accordance with Applicable Law; and
Client shall maintain in place all documentation of its merchants receiving Foreign
National Cross-border Remittances, including but not limited to (i) certificate
evidencing registration as trust or society under Applicable Law, (ii) certificates
under Sections 12A and 80G of the Income Tax Act, 1961, as applicable, (iii)
registration certificate under FCRA 2010, and (iv) copies of passports of all donors
making Foreign National Cross-border Remittances and who fall under the purview
of Foreign Sources.

12. INDEMNITY
1. Razorpay shall indemnify and hold the Client, its directors, managers, officers,
employees and agents harmless from and against all losses, liabilities, damages and
expenses (including reasonable attorney fees and costs) ("LOSSES") arising from
claims, demands, actions or other proceedings as a result of:

fraud, negligence and wilful misconduct by Razorpay in the performance of this

Agreement;
violation of Applicable Law in the performance of this Agreement;
claim that the Services infringe intellectual property or any other proprietary right of
a third party; or
breach of Razorpay’s confidentiality obligations under Clause 8.
2. Razorpay shall in no event whatsoever, be liable to Client, its Affiliates, promoters,
directors, officers, employees, agents, contractors, customers, merchants and clients
("CLIENT REPRESENTATIVES") for any of the following:

actions of Client and/or Client Representatives;

any negligence, fraud, misconduct or any act of omission or commission of Client
and/or Client Representatives;
any act or omission by Client and/or Client Representatives in violation of any
Applicable Law including but not limited to the FCRA 2010; or
breach of any obligation by Client and/or Client Representatives under this
Agreement.

3. The Client shall indemnify and hold Razorpay, its directors, promoters, managers,
officers, employees, agents, clients and banks ("RAZORPAY
REPRESENTATIVES") harmless from and against all Losses and costs arising from
claims, demands, actions or other proceedings as a result of:

fraud, negligence and wilful misconduct by the Client and/or Client Representatives
in the performance of this Agreement;
violation of Applicable Law including but not limited to FCRA 2010 by Client and/or
Client Representatives;
breach of the Client’s or Client Representative’s obligations under this Agreement
including but not limited to Clause 7 and Clause 8;
disputes raised by the Customer in relation to a Transaction where such dispute is
not attributable to Razorpay Services;
fines, penalties and charges imposed by the Acquirer, Card Payment Networks or
any Governmental Authority on account of Transactions that are in violation of
Applicable Law including but not limited to FCRA 2010;
fines, penalties and charges imposed on Client and/or Client Representatives by any
Governmental Authority or banks on account of any remittances including but not
limited to Cross-border Remittances that are in violation of any Applicable Law
including but not limited to FCRA 2010; or
any legal proceeding or governmental or regulatory investigation brought against
Client and/or Client Representatives.

4. Clause 12.2 and Clause 12.3 above shall survive expiry or early termination of this
Agreement, whichever occurs earlier.
13. LIMITATION OF LIABILITY
1. Neither Party shall be liable for special, incidental, indirect, consequential, exemplary
or punitive damages under any theory of contract, tort, strict liability, statute or
under any other legal or equitable principle or otherwise, arising out of or in any
 manner connected with this Agreement and regardless of whether such Party has
been informed of, or might have anticipated, the possibility of such damages.
2. Except with respect to Losses arising from (i) claims pursuant to breach of Clause 8;
and (ii) fraud, negligence and wilful misconduct, the aggregate liability of Razorpay
under this Agreement shall not exceed an amount equal to Razorpay Fees received
or receivable in respect of Transactions settled during the one (1) month period
prior to the date of claim.
14. AUDIT AND INSPECTION RIGHTS OF RAZORPAY
1. Client shall keep and maintain complete and accurate records and other data
necessary for the proper administration under this Agreement, including but not
limited to the documentation specified in Clause 11.1(c).
2. Razorpay shall have the right to review or inspect or to have an outside auditor
engaged by Razorpay to perform any such review or inspect Client’s books and
records relating to its Cross-border Remittances.
15. TERMINATION
1. TERMINATION WITHOUT CAUSE

Subject to Clause 15.2, Clause 15.3 and Clause 16.3, this Agreement may be
terminated by either Party by giving to the other Party a prior written notice of
thirty (30) days ("NOTICE PERIOD").

2. TERMINATION FOR CAUSE: Either Party ("AFFECTED PARTY") may terminate

this Agreement if the other Party ("BREACHING PARTY"):
1. commits a material breach of any of the terms and conditions of this Agreement, which if
capable of cure or remedy, is not cured or remedied by the Breaching Party to the
Affected Party’s satisfaction, within a period of fifteen (15) days from the date of issue of
notice by the Affected Party informing the Breaching Party of such breach;
2. is facing any insolvency, receivership, winding up, liquidation or bankruptcy proceedings
(collectively referred to as "PROCEEDINGS") whether commenced voluntarily or
brought against it involuntarily if such Proceedings continue beyond ninety (90) days;
3. Razorpay may immediately terminate this Agreement if Client commits any act or
omission in violation or is in breach of Applicable Law including but not limited to FCRA
2010.
3. Termination of this Agreement shall not affect any accrued rights or liabilities of
either Party nor shall it affect the coming into force or the continuance in force of
any provision of this Agreement which is expressly or by implication intended to
come into or continue in force on or after such termination.
16. FORCE MAJEURE
1. Neither Party shall be in breach of its obligation hereunder if it is delayed in the
performance of, or is unable to perform (whether partially or fully), such obligations
as a result of the occurrence of a Force Majeure Event (defined below); provided
that the Party affected by the Force Majeure Event shall give notice to the other
Party of the occurrence of the Force Majeure Event as soon as reasonably
 practicable and in any case within seven (7) days from the date on which the
affected Party knew or should reasonably have known of the occurrence of a Force
Majeure Event.
2. Each Party shall make all reasonable endeavours to mitigate any delay or
interruption to any part of the performance of this Agreement as a result of the
occurrence of a Force Majeure Event.
3. If a Force Majeure Event which substantially impairs the performance by a Party of
its material obligations under this Agreement occurs and such Force Majeure Event
continues for a continuous period of more than ninety (90) days, then either Party
may terminate this Agreement at any time thereafter by giving seven (7) days’ prior
written notice to the other Party.
17. GOVERNING LAW AND DISPUTE RESOLUTION
1. This Agreement shall be governed by and construed in accordance with the laws of
India. The courts of Bengaluru shall have jurisdiction in respect of any such disputes
or claims.
2. All disputes, differences and/or claim arising out of this Agreement whether during
its subsistence or thereafter shall be settled by arbitration in accordance with the
provisions of the Arbitration and Conciliation Act, 1996 (including any statutory
modification (s) or re-enactment thereof) and shall be referred to a sole arbitrator
nominated with the mutual consent of the Parties. The award given by such an
arbitrator shall be final and binding on the Parties to this Agreement. The seat and
venue of arbitration proceedings shall be Bengaluru.
18. MISCELLANEOUS
1. NOTICES
2. All notices and other communication hereunder shall be in writing and shall be
deemed given: (a) upon receipt if delivered personally or if mailed by registered
post, return receipt requested and postage prepaid; or (b) three (3) days after
dispatch, if sent by a courier; or (c) the day of delivery if sent by email unless the
sender receives an automated message that the email has not been delivered.
3. All notices to Razorpay shall be delivered to the following respective mailing and
email address:

Address: SJR Cyber, 1st Floor, 22, Laskar – Hosur Road, Adugodi, Bangalore -
560030

Attention: Operations Team

URL: https://razorpay.com/support/#request

4. Either Party may change the details specified in Clause 18.1.2 by giving thirty (30)
days’ prior notice of such a change to the other Party.
5. ENTIRE AGREEMENT
 This Agreement contains the entire agreement of the Parties regarding the subject
matter hereof and supersedes all other prior agreements, whether written or oral,
regarding such subject matter. This Agreement may be changed only by an
instrument in writing executed by the Parties.

6. COUNTERPARTS

This Agreement be executed in any number of counterparts, each of which when so

executed and delivered shall be deemed an original, but all of which shall together
constitute one and the same agreement.

7. SURVIVAL

All provisions which by their nature should survive the termination of this
Agreement for any reason shall survive the termination of this Agreement.

8. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable for any

reason, such provision shall be conformed to prevailing law rather than voided, if
possible, in order to achieve the intent of the Parties and, in any event, the
remaining provisions of this Agreement shall remain in full force and effect and shall
be binding upon the Parties hereto.

9. NO WAIVER

All rights available to either Party under this Agreement or any other document
delivered hereunder or in connection herewith, or allowed it by law or equity, are
and shall be cumulative and may be exercised separately or concurrently and from
time to time without waiver of any other remedies. Neither Party shall be deemed to
have waived any right, power or privilege under this Agreement unless such waiver
shall have been expressed in a written instrument signed by the waiving Party. The
failure of either Party to enforce any provision of this Agreement shall in no way be
construed as a waiver of such provision or a right of such Party to thereafter enforce
such provision or any other provision of this Agreement.

10. ASSIGNMENT
 Neither Party shall have the right to assign or transfer this Agreement or any rights
or obligations hereunder without the prior written consent of the other Party.

SCHEDULE I – PART A

1. PAYMENT PROCESSING
1. Subject to paragraphs 2, 3 and 4 of this Schedule I, Razorpay shall process
payments in the manner set forth in Parts A to G (as applicable) of this Schedule I.
2. SETTLEMENT SERVICES
1. Subject to paragraphs 3 and 4 of this Schedule I, Razorpay agrees to settle the
Transaction Amount (net of Permissible Deductions) into the Client’s account within
two (2) Nodal Bank Working Days following the date of the Transaction.
3. CHARGEBACKS
1. If Acquirer or the Issuer communicates to Razorpay the receipt of a Chargeback
from a Customer, then the Client will forthwith be notified of the Chargeback.
2. The Client shall be entitled to furnish to Razorpay documents and information
("CHARGEBACK DOCUMENTS") pertaining to the Transaction associated with
the Chargeback 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. Provided however if the Client is desirous of
furnishing the Chargeback Document, the Client shall do so within five (5) days (or
such other period specified by the Acquirer) of receiving notification of the
Chargeback under paragraph 3.1 of this Schedule I.
3. The Client agrees and acknowledges that (I) if the Client is unable to furnish
Chargeback Documents stipulated in paragraph 3.2 of this Schedule I and/or; (II)
the Issuer is not satisfied with the Chargeback Documents furnished by the Client,
then the Issuer shall be entitled to order the Acquirer or 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.
4. Pursuant to paragraph 3.3 of this Schedule I and subject to paragraph 3.5, if the
Acquirer or the Issuer charges the Chargeback Amount to Razorpay, then the Client
agrees and acknowledges that Razorpay is entitled to charge such Chargeback
Amount to the Client by way of deduction from the Transaction Amounts to be
settled to the Client subsequent to Razorpay incurring the charge of the
Chargeback Amount.
5. The Client further agrees and acknowledges that following Razorpay incurring the
charge stipulated in paragraph 3.4, if the available Transaction Amounts are
insufficient for deduction of the Chargeback Amount, then Razorpay is entitled to
issue a debit note seeking reimbursement of the Chargeback Amount. The Client
shall reimburse the Chargeback Amount within thirty (30) days of receipt of the
debit note.
6. On the issuance of notice of termination under Clause 15.1, 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 this Agreement. The sums so withheld shall be utilized towards
settlement of Chargebacks. After processing such Chargebacks, Razorpay shall
transfer the unutilized amounts, if any, to the Client 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 this Agreement.
7. Notwithstanding anything contained in paragraph 3.6 of this Schedule I, if the
amount withheld pursuant to paragraph 3.6 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. The Client shall
reimburse the Chargeback Amount within thirty (30) days of receipt of the debit
note.
4. REFUNDS
1. The Client agrees and acknowledges that subject to availability of funds received in
the Nodal Account pursuant to Transactions, the Client is entitled to effect Refunds.
2. The Client further agrees and acknowledges that initiation of Refunds is at the
discretion of the Client and Razorpay shall process a Refund only upon initiation of
the same on the Dashboard.
3. All Refunds initiated by the Client shall be routed through the same Acquirer that
processed the Transaction Amount related to the Refund.

SCHEDULE I-PART B
BPAYMENT GATEWAY

The Payment Gateway offers the Client a secure payment solution for their Platform
and mobile app. It enables the Client to receive payments from Customers using
various payment methods during checkout. Client can access real-time data and
insights on money flow to take informed business decisions.

SCHEDULE I-PART C
SUBSCRIPTIONS

Razorpay’s subscriptions product provides the Client the platform to create and
manage subscription plans for their Customers with automated recurring
transactions.
With this product the Client can:

1. Create multiple subscription plans for Customers.

2. Automatically charge Customers based on a billing cycle that they control.
3. Get instant alerts on payment activity as well as the status of subscriptions.

SCHEDULE I-PART D
PAYMENT LINKS

With Razorpay’s payment links product, the Client is empowered to collect payments
from Customers through securely generated web links. These links are shareable
through SMS, email, WhatsApp and other social media.

SCHEDULE I-PART E
PAYMENT PAGES

Razorpay payment Pages lets the Client to instantly build a fully-customizable page
through which Customers can make payments. Clients can easily create a payment
page from the Dashboard and tie it to their site or app without any development
effort.

Clients can choose one of the templates or create from scratch. They can customize
the payment form by adding logo and applying brand colors. Also, they can format
description text, add media and enable sharing options. Client can add a pay button
on the Platform and embed the payment page there

SCHEDULE I-PART F
INVOICES

Creating and sending GST-compliant invoices is now made simple by Razorpay’s

invoices product. Client can generate and issue invoices to customers through email
and SMS as a link, and receive payments.

SCHEDULE I-PART G
ROUTE
Razorpay’s Route product eases out the payment complexity that inherently arises
while working with multiple vendors or accounts. It helps the Client to split payments
between various third parties, sellers or bank accounts and manage settlements,
refunds, and reconciliations singularly.

SCHEDULE I-PART H
SMART COLLECT

Providing all Customers the same bank account complicates the reconciliation
process for businesses. Razorpay’s smart collect product eliminates this by creating a
new customer identifier for every Customer that the Client needs to receive payment
from.

This product allows the Client to accept payments of large sums (via NEFT, RTGS and
IMPS) through a customer identifier. An account created by Razorpay, customer
identifier is linked to the Client’s bank account.

SCHEDULE II

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:

Defame or slander any person or groups of people based on race, ethnicity,

national origin, religion, sex, or other factors;
Encourage or incite violent acts;
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. Work-at-home approach and/or Work-at-home information;
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. The Merchant providing 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. The Merchant who deal in intangible goods/ services (eg. Software download/
Health/ Beauty Products), and businesses involved in pyramid marketing
schemes or get-rich-quick schemes. Any other product or Service, which in the
sole opinion of either the Partner Bank or the Acquiring, is detrimental to the
image and interests of either of them / both of them, as communicated by
either of them/ both of them to the Merchant from time to time. This shall be
without prejudice to any other terms & conditions mentioned in this
Agreement;
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 law.