(‘Merchant', “We”) represent and warrant to Razorpay Software Private Limited and its affiliates (‘Razorpay')that: 1.) We shall comply with all applicable Know Your Customer (KYC) norms and/or rules and/or regulations and Anti-Money Laundering (AML) standards under the Prevention of Money Laundering Act, 2002. In this regard, any notice received or subsisting from any governmental authorities shall immediately be forwarded to Razorpay. 2.) No services provided by us and/or to any of our customers (“Merchant Services”) are of a nature that may be construed as a competition/contest/game/sport/event (online or offline) whose outcome is based merely or preponderantly or predominantly on chance. 3.) The Merchant Services are at all times in compliance with all applicable laws, rules and regulations, including pertaining to restriction and/or prohibition on gambling, betting, wagering and gaming activities. The Merchant undertakes to stay compliant, from time to time, in its due course of engagement with Razorpay. 4.) The provision of the Merchant Services to our customers in certain specific states of India are in accordance with the applicable laws, rules and regulations of those states and the Merchant has obtained and holds all necessary and valid licenses and/or permissions and/or registrations to that effect. 5.) No Merchant Services including facilitation, hosting or providing a platform for any competition/contest/game/sport/event (online or offline) for monies are rendered by us to (i) any customers in those states where it is not permitted by any applicable laws or governmental action (‘Restricted States') (ii) any customers who are residents of the Restricted States. 6.) The Merchant shall indemnify and hold Razorpay, its Affiliates, and each of their directors, managers, officers, employees and agents harmless from and against all losses arising from claims, demands, actions or other proceedings as a result of or on account of any of the representations or warranties of the Merchant as set out above being breached or becoming untrue or incorrect. 7.) This letter of undertaking shall be read harmoniously with other agreements, if any, between Merchant and Razorpay. Yours sincerely, For (Merchant's name) Name of the Authorised Signatory Designation of the Authorised Signatory Part IB: SPECIFIC TERMS AND CONDITIONS FOR ONLINE PAYMENT AGGREGATION (CROSS BORDER) SERVICES If You are a Merchant incorporated or operating from outside India and intend to receive payments from Customers located in India, the following terms shall apply to you instead of Part IA. 1. PAYMENT PROCESSING 1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for Online Payment Aggregation (Cross Border) Services, Razorpay shall facilitate collection of online payments for products/services sold by You. You agree that where any settlement amount is less than Rupee 1, Razorpay shall endeavour to, but is not obligated to You, make such settlement. 1.2. Subject to Clauses 2, 3, 4 and 5 of these Terms, Razorpay shall settle the Transaction Amount, net of applicable fees, charges, taxes, and other permissible deductions (“Permissible Deductions”), into Your designated account within five (5) Escrow Bank Working Days from the date of the Transaction. 1.3. You shall, within three (3) days from the date of request, provide all necessary transaction-related documents including but not limited to digital invoices, transport documents, and any other information or documentation as may be requested by Razorpay at its sole discretion, or as may be required under applicable laws or by Facility Providers (“Supporting Documents”) for every instance of fund repatriation. Delay in submission or discrepancies in the Supporting Documents may result in Razorpay rejecting the Transaction and refunding the Transaction Amount to the Customer. You agree that Razorpay may rely on the Supporting Documents provided by You without independent verification and may share such documents or related information with Facility Providers, Governmental Authorities, or law enforcement agencies as required under applicable law or upon request. 1.4. Subject to Clauses 2, 3, 4 and 8 of these Terms, Razorpay shall initiate the wire transfer to remit the Transaction Amounts collected in the Import Collection Account (net of applicable fees) to Your designated account. You acknowledge and agree that the final remittance is dependent on processes beyond Razorpay’s control, and Razorpay shall not be liable for any delay or loss arising due to any such delay in final settlement of funds. 1.5. Prior to such settlement of funds, Razorpay shall, if required, deduct applicable withholding taxes in accordance with prevailing Indian income tax laws. You shall provide such supporting documentation as required under applicable law. Razorpay shall issue quarterly Tax Withholding Certificates (i.e. Transaction Based Reports) to enable You to make any tax claims in the relevant overseas jurisdiction. 1.6. Razorpay shall process settlements without withholding taxes provided that You furnish valid documentation, including but not limited to a No Permanent Establishment (No-PE) declaration and other certificates or documents required under applicable tax laws or double taxation avoidance agreements (DTAAs). In the event a tax authority imposes any taxes, penalties, interest or other charges due to Razorpay’s reliance on Your documentation, You agree to fully indemnify and hold Razorpay harmless from any such liabilities, including associated costs, expenses, and legal fees. You also agree to cooperate with Razorpay in responding to any claims or inquiries from tax authorities in this regard. 1.7. You acknowledge that no settlement shall be made until the Import Collection Account is duly credited with the relevant amount in accordance with these Terms. Razorpay shall not be liable for any delays in settlement resulting from non-receipt of funds in the Import Collection Account. 1.8. A currency conversion fee shall apply at the time of converting INR to Your chosen settlement currency. The conversion shall be based on the rate agreed between You and Razorpay. The applicable rate shall be the prevailing rate as of the date and time Razorpay initiates the actual settlement into Your account. 1.9. In the event Razorpay settles the Transaction Amount earlier than the agreed timelines, Razorpay shall have the unconditional right to recover the Transaction Amount if the corresponding funds are not received in the Escrow Account within three (3) Escrow Bank Working Days from the date of Transaction. 1.10. You represent and warrant that You are, and shall at all times remain, in full compliance with all applicable tax laws and regulations in Your jurisdiction. 1.11. If Razorpay makes any settlement or payment that was not due, or is in excess of the amount required to be paid under these Terms, Razorpay reserves the right to recover such excess or erroneous amounts from You or any other appropriate party, at its sole discretion. 1.12. You represent and warrant that You have independently assessed whether the services rendered by You fall under the definition and applicability of Online Information Database Access and Retrieval (OIDAR) services under Indian GST laws. You further agree to comply with all applicable GST requirements, including obtaining GST registration in India where applicable. In the event GST registration becomes mandatory, You shall promptly notify Razorpay and provide all relevant registration details. 2. CHARGEBACKS 2.1. If a Facility Provider communicates to us the receipt of a chargeback request from a Customer, we will notify You of the chargeback. You agree that liability for chargeback, whether domestic or international, under these Terms rests with You. You further agree that it is Your sole discretion whether to avail non-3D secure services or not. Subject to availability of funds, we shall, upon receipt of a chargeback request, deduct the chargeback amount from the transaction amounts which may be used, based on the decision of the Facility Provider, either to (a) process chargeback in favour of the Customer or (b) credit the amount to You. For the avoidance of doubt, we shall be entitled to deduct the chargeback amount upon receiving a chargeback claim. You shall be entitled to furnish us with documents and information ("Chargeback Documents") pertaining to the transaction associated with the chargeback request in order to substantiate (i) the completion of the transaction and/or (ii) delivery of goods/services sought by the Customer pursuant to such transaction. You shall furnish the Chargeback Documents within five (5) calendar days (or such other period specified by the Facility Provider) of receiving notification of the chargeback request. 2.2. You agree that (i) if You are unable to furnish Chargeback Documents; and/or (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to direct us to effect a reversal of the debit of the chargeback amount such that the said amount is credited to the Customer’s payment instrument. 2.3. If the chargeback is successful, You agree and acknowledge that we are entitled to recover such chargeback amount from You by way of deduction from (i) the transaction amounts to be settled to You, and (ii) any other funds held by us in the course of providing the Services. If the available transaction amounts or other funds are insufficient for deduction, we may issue a debit note seeking reimbursement of the chargeback amount. You shall reimburse the chargeback amount within seven (7) days of receipt of the debit note. 2.4. On the issuance of notice of termination of these Terms, we reserve the right to withhold, from each settlement made during the notice period, a sum computed based on a Stipulated Percentage (defined below) for a period of one hundred and twenty (120) days ("Withholding Term") from the date of termination of these Terms, whichever is later. The sums so withheld shall be utilized toward settlement of chargebacks. After processing such chargebacks, we shall transfer the unutilized amounts, if any, to You upon completion of the Withholding Term. The "Stipulated Percentage" refers to the proportion of the chargeback amounts out of the total transaction amounts settled during the subsistence of these Terms. 2.5. Notwithstanding anything to the contrary, if the amount withheld under Clause 2.4 is insufficient to settle chargebacks received during the Withholding Term, we are entitled to issue a debit note for the shortfall. You agree to reimburse the chargeback amount within seven (7) days of receipt of such debit note. 3. REFUNDS 3.1. You agree and acknowledge that, subject to availability of funds received in the Escrow Account, You are entitled to effect refunds at Your sole discretion. 3.2. You further agree and acknowledge that initiation of refunds is at Your discretion and we shall process a refund only upon such initiation via the Dashboard. 3.3. All refunds initiated by You shall be routed to the same payment method through which the transaction was processed. 3.4. You agree that our fees shall always be applicable and payable by You on each transaction irrespective of whether You have refunded the same to the Customer either through normal refund channels or via our instant refund service (if availed). 4. FRAUDULENT TRANSACTIONS 4.1. Subject to Clauses 2.1 and 2.2 above, if we are notified by a Facility Provider that a Customer has reported an unauthorised debit of their payment instrument ("Fraudulent Transaction"), then in addition to our rights under Clause 6.10 of the Agreement and to the extent permitted under applicable law, we shall be entitled to suspend settlements to You during the pendency of inquiries, investigations, and resolution thereof by the Facility Providers. 4.2. If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to these Terms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI's notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI's notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time. 4.3. If the Fraudulent Transaction results in a chargeback, then such chargeback shall be resolved in accordance with Clause 2 above. 4.4. You acknowledge that we shall not be responsible for any liability arising in respect of chargebacks whether for international or domestic transactions. You further agree that You shall be liable in the event of breach of fraud amount thresholds as provided under the NPCI guideline titled "Fraud liability guidelines on UPI transactions" (NPCI/2022-23/RMD/001). You understand and agree that the decision of the NPCI or the concerned acquiring bank, as the case may be, shall be final and binding. 5. GENERAL 5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Terms and Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, they shall be construed harmoniously. 5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment Aggregation (Cross Border) Services of Part B shall have the meaning ascribed to such terms in Part A: General Terms and Conditions. 5.3. Clauses 2 and 4 of Part I: Specific Terms for Online Payment Aggregation (Cross Border) Services of Part B shall survive the termination of the Terms. 6. COMPLIANCE WITH PAYMENT AGGREGATOR GUIDELINES AND PA – CB You represent and warrant that: 6.1. You shall, during the Term, implement, observe, and comply with applicable requirements prescribed under Applicable Law including but not limited to the provisions of the Payment Aggregator Guidelines and PA-CB. You shall further ensure that your operations are in compliance with the Payment Aggregator Guidelines and PA-CB and that you shall not undertake any action in breach of the same; 6.2. You shall on your website/web app/mobile site/mobile app clearly indicate/display (i) your return and refund policy for your products/ services to your Customers, including the timelines for processing such returns, refunds, or cancellations; and (ii) the general terms and conditions of use by your Customers. You shall ensure that you deliver products and services in accordance with instructions of the Customers; 6.3. You shall at no time hold, store, copy, or keep any Customer data relating to a Customer’s Payment Instrument and shall notify us in writing without any delay if you suspect or become aware of a possible security breach related to any Customer data; 6.4. You shall not store any data pertaining to the Payment Instrument / Customer Payment Instrument credentials. On demand, you shall provide a written confirmation, in a form and manner acceptable to us and our Facility Providers, certifying compliance to this aspect. 6.5. You shall set up a comprehensive customer grievance redressal mechanism which provides the procedure for addressing complaints received from your Customers and shall include the details of the person designated by you for handling such customer complaints. This mechanism shall provide the facility to Customers to register their complaints over phone, email, or any other electronic means. You shall respond to such grievances or complaints within five (5) business days from the date of receiving the same. 6.6. You shall comply with or enter into an agreement with a third-party service provider of payment processing services for compliance with the PCI DSS, as may be amended from time to time, and the Payment Application-Data Security Standard (“PA-DSS”), if applicable. You shall also submit an annual report in writing to us, signifying proof of compliance. 6.7. If you become aware that you are or are likely to be non-compliant with PCI DSS or PA-DSS for any reason, you will promptly report such non-compliance or likely non-compliance to us in writing. 6.8. You shall provide us with evidence of compliance with the obligations listed in this Clause 6 at our request, and provide, or make available to us, copies of any audit, scanning results, or related documents. Notwithstanding the above, we shall have the right to conduct a security audit of your systems and operations to check compliance with this Clause 6, and in such cases, you shall extend full cooperation to us and our representatives to enable the audit. 6.9. You agree to adopt and enforce any information security requirement that we may deem advisable to facilitate reasonable security processes and procedures. 6.10. You shall ensure that the value of each underlying import Transaction, the sum of which is credited in the Import Collection Account, does not exceed INR 25,00,000/- (Rupees Twenty-Five Lakhs Only) per Transaction or any revised amount as prescribed by RBI from time to time. If any Transaction exceeds these limits, we reserve the right to reject such Transactions and will not be responsible for any associated losses, claims, or liabilities. 6.11. If any transaction exceeds INR 2,50,000/- (Rupees Two Lakhs Fifty Thousand), you shall promptly provide us with the required information and Customer KYC documents as we may request. Failure to do so entitles us to reject the Transaction without any liability. 6.12. You agree and undertake that you have, and shall at all times maintain, the requisite consents from your Customers to share their KYC with us, our Facility Providers, Governmental Authorities, law enforcement agencies, or third parties for the purpose of this Agreement. You shall ensure compliance with applicable data protection laws, including the Digital Personal Data Protection Act, 2023. Breach of this clause shall be deemed a material breach of the Agreement. You agree to indemnify and keep us harmless from any claims made against us in this regard. 7. AUDIT 7.1. You agree that the AD - 1 Bank maintaining the Import Collection Account will perform quarterly concurrent audits of such Account. For audit purposes, the AD – 1 Bank shall have the right to request documents, information, agreements, or visit any of our premises. If the audit requires any document or information from you, you shall provide full cooperation and share such documents with us, the Bank, or their auditor upon at least three (3) working days’ notice. 8. SPECIFIC TERMS FOR PAYMENT AGGREGATORS/ECOMMERCE MARKETPLACES ONBOARDED AS MERCHANTS These terms shall apply only if you are accepting payments on behalf of your sellers/clients/customers (“SubMerchants”). 8.1. You agree and undertake that You have and shall at all times maintain the requisite licenses, permissions and/or permits to operate as a payment aggregator/e-commerce marketplace in the jurisdiction wherein You are situated and operates its payment aggregation business/e-commerce marketplace 8.2. You will be onboarded as a master merchant with us to accept payments on behalf of your SubMerchants. 8.3. You represent that your Sub-Merchants have authorized you to collect payments on their behalf. Upon our request, you shall furnish evidence of such authorization. 8.4. You agree and undertake the following: 8.4.1. You shall conduct due diligence on your Sub-Merchants as required by You under Applicable Laws; 8.4.2. You shall ensure that your Sub-Merchants do not sell prohibited products/services as listed in the Prohibited List of Goods and Services 8.4.3. You shall ensure that your Sub-Merchants accept and comply with the terms of our Services. 8.4.4. You are responsible for the actions and omissions of your Sub-Merchants and shall indemnify us from any related claims or liabilities. 8.5. If You operate as an e-commerce operator facilitating the sale of goods or provision of services by a resident e-commerce seller, it shall evaluate and ensure compliance with the requirements of Tax Deducted at Source (TDS) under Section 194O of the Income Tax Act, 1961 (“IT Act”). You shall be responsible for withholding tax under Section 194O, depositing the same within the prescribed timelines, and fulfilling all other compliance obligations as mandated under the IT Act. Razorpay shall not be obligated to deduct TDS under Section 194O. However, if You identify any non-compliance with these obligations, it shall promptly notify Razorpay in writing. 9. ADDITIONAL TERMS FOR TRANSACTIONS UNDER LIBERALISED REMITTANCE SCHEMES If You use the Services for Transactions that fall under the Liberalised Remittance Scheme issued by the Reserve Bank of India (“LRS Guidelines”), the following additional terms apply: 9.1. You represent, warrant, and agree that all Transactions under the LRS will fully comply with the Foreign Exchange Management Act, 1999 (“FEMA”), the LRS Guidelines, and all applicable RBI regulations, notifications, and circulars, as amended from time to time. 9.2. You shall collect from each Customer the LRS declaration and the Tax Collected at Source (“TCS”) declaration in the form and format prescribed or provided by Razorpay, in accordance with Section 206C(1G) of the Income Tax Act, 1961, and other applicable laws. Razorpay may update these forms as laws change, and you agree to implement such changes promptly. Copies of these declarations must be provided to Razorpay. 9.3. You must perform appropriate due diligence on your Customers to ensure all Transactions comply with applicable LRS limits and requirements. 9.4. You must immediately notify Razorpay in writing if you become aware of any non-compliance, investigation, or regulatory notice relating to Transactions under the LRS. 9.5. Razorpay reserves the right to suspend or terminate the processing of any LRS-related Transactions, without liability, if you are suspected or found to be in breach of the LRS Guidelines or any applicable law. 9.6. You agree to indemnify, defend, and hold harmless Razorpay and/or the AD-1 Bank against any losses, liabilities, damages, costs, expenses (including legal fees), fines, or penalties arising from any misrepresentation, omission, false declaration, or non-compliance by you or your Customers with the LRS Guidelines, FEMA, the Income Tax Act, or any other applicable law or regulation. 10. SPECIFIC TERMS FOR GAMING MERCHANTS These terms in this section shall only apply if You are a gaming merchant 10.1. You represent and warrant that: 10.1.1. You do not engage in any activity that violates any Applicable Law pertaining to gaming, gambling, betting or wagering. 10.1.2. No services provided by You to any customer (“Merchant Services”) are of a nature that may be construed as a competition/contest/game/sport/event (online or offline) whose outcome is based merely or preponderantly or predominantly on chance. 10.1.3. The Merchant services are at all times in compliance with all Applicable Laws including pertaining to restriction or prohibition on gambling, betting, wagering and gaming activities. 10.1.4. The provision of the Merchant Services to customers in the states of Nagaland and Sikkim (if so provided) are in accordance with the Applicable Laws of these states and You have obtained and hold all necessary and valid licenses and registrations to provide the Merchant Services in Nagaland and Sikkim. 10.1.5. No Merchant services including facilitation, hosting or providing a platform for any competition/contest/game/sport/event (online or offline) for monies are rendered by it to (i) any customers in the states of Telangana, Odisha and Assam or (ii) any customers who are residents of the states of Telangana, Odisha and Assam. 10.2. The representations and warranties set out in clause 11.1. above shall be repeated on each day during the term of these Terms 10.3. You hereby agree and undertake to provide at the time of commencing use of the Services a written confirmation, in a form and manner set out below, certifying that the representations and warranties set out in clause 11.1 above are true and correct. You agree that we may require you to provide a fresh confirmation on demand at any time during Your use of the Services. 10.4. Notwithstanding any other provision of the Terms for gaming merchants, You shall indemnify and hold Razorpay, its affiliates, and each of their directors, managers, officers, employees and agents harmless from and against all losses (including any losses that are special, incidental, indirect, consequential, exemplary or punitive in nature) arising from claims, demands, actions or other proceedings as a result of or on account of (a) any of Your representations or warranties as set out in Clause 11.1 above being breached or becoming untrue or incorrect, or (b) Your engagement in any activity that violates any Applicable Law pertaining to gaming, gambling, betting or wagering. PART II: SPECIFIC TERMS FOR E-MANDATE SERVICES 1. Definitions: 1.1. “Bank Account” means a banking account maintained by Your customer with a Destination Bank as per Applicable Law. 1.2. “Collection Information” shall mean information or data provided by You in a secured format specifying the amount to be collected and other details to identify the Bank Account and the date on which the amount shall be collected. 1.3. “Destination Bank” means a bank registered with NPCI as per the Procedural Guidelines and which authenticates details of Your customer's Bank Account held with the Destination Bank and approves the EMandate Registration Request in accordance with the Procedural Guidelines. 1.4. “E-Mandate Payments” shall mean automated deductions of pre-determined payments specified from the Bank Account (pursuant to electronic mandates issued Your customers) in accordance with the Procedural Guidelines. 1.5. “E-Mandate Registration” means the approved and authenticated E-Mandate Registration Request based on which E-Mandate Payments can be effected. 1.6. “E-Mandate Registration Request” means the request (in electronic or physical form) made by Your customer for deduction of the customer's Bank Account for effecting an E-Mandate Payment to You. 1.7. “Escrow Account” is an account held by Razorpay with an Escrowfor the purpose of receiving the Transaction Amount and effecting settlements to You. 1.8. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account under Payment Aggregator Guidelines. 1.9. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake settlements. 1.10. “Procedural Guidelines” means the guidelines governing inter alia the processes to be followed and implemented by Sponsor Banks, Destination Banks and intermediaries for effecting E-Mandate Payments, issued by the NPCI and shall include any revisions, modifications and amendments thereto. 1.11. “Sponsor Banks” mean the banks / entities which are authorised to implement the E-Mandate Payments by inter alia receiving API calls from Razorpay for initiating E-Mandate Payments, communicating the necessary E-Mandate Registration information to NPCI, authentication by the Destination Bank and deduction of Bank Accounts, all in accordance with the Procedural Guidelines. 2. You shall provide the necessary KYC Documents to Razorpay as specified in this Part II: Specific Terms for E-Mandate Services of Part B (“Mandate Terms”), such that Razorpay can share the KYC Documents (or the information therein) to the Sponsor Bank for the Sponsor Bank's decision on issuing a registration to You to avail of services for e-mandate payments. 3. You acknowledge that the onboarding and registration process is a prerequisite under the Procedural Guidelines in order for You to avail of Services for e-mandate payments and the customers to be able to start submitting E-Mandate Registration Requests. Razorpay shall not be liable to provide any Services under these Terms until the Sponsor Bank has issued a registration in Your favour. 4. Following completion of integration, Razorpay shall enable E-Mandate registration requests by customers on Your website by making available the prescribed E-mandate Registration Request form issued by NPCI and also put in place the necessary API protocols to transmit customer information to the Sponsor Banks in order to facilitate the process of customer verification and authentication of customer and bank account details by the Destination Bank, following which the NPCI shall confirm the E-mandate Registration request. 5. Being an intermediary, Razorpay shall be responsible only for transmission of the customer details to the Sponsor Bank and shall not be responsible for failure or refusal of the E-Mandate Registration request by the Destination Bank or NPCI. 6. In the event any query or clarification is sought by NPCI, RBI or any governmental authority or Facility Provider in respect of any e-mandate payment transaction, You shall (forthwith upon communication of the query or clarification by Razorpay to You) provide the relevant transaction and/or customer details, as required by RBI or any governmental authority in India. 7. On successful approval of the E-Mandate Registration Request, Razorpay shall on a periodic basis (as per the E-Mandate Registration) initiate E-Mandate Payment requests with the Sponsor Bank and based on and pursuant to authentication by NPCI and the Destination Bank, receive the funds in the Escrow Account. 8. The periodic payments will be facilitated by Razorpay so long as the E-Mandate Registration is not cancelled by the Customer, Destination Bank or the Sponsor Bank. Razorpay shall not be liable for the failure of a payment on account of the decline of the approval by Destination Bank or NPCI or on account of cancellation of the E-Mandate Registration by the Sponsor Bank, Destination Bank, Your customer or NPCI. 9. Following the receipt of funds in the Escrow Account, Razorpay shall, subject to Razorpay's withholding rights under these Terms, settle the funds into Your designated account within the applicable settlement period. 10. If Razorpay settles the funds, at an earlier time than agreed above, Razorpay shall have an absolute right to recover such funds forthwith if the same is not received in the Escrow Account within three (3) working days following the date on which such funds were supposed to be realized in the Escrow Account. 11. In addition to rights under these Terms, if there are reasonable grounds for Razorpay to suspect that a transaction to effect an E-Mandate Payment is done fraudulently or if the Sponsor Bank, NPCI or Destination Bank suspecting so, communicate the same to Razorpay, then Razorpay shall be entitled to withhold settlements to You. 12. Pursuant to clause 11 above, You shall, to the extent available, provide information about such transactions to Razorpay, Sponsor Bank, NPCI or Destination Bank forthwith upon receiving a request from Razorpay, Sponsor Bank, NPCI or Destination Bank respectively. 13. Razorpay shall be entitled to terminate these Services if the Sponsor Bank or NPCI directs cancellation of Your registration. You acknowledge that Razorpay being merely an intermediary in the system for E-Mandate Payment is bound to follow directions from the Sponsor Bank, NPCI or the Destination Bank in matters relating to fraudulent or suspicious transactions. 14. Razorpay shall be entitled to recover from You (by deducting amounts from Your funds held by Razorpay in the course of providing the Services, or if the funds held are insufficient, by issuing a debit note to You), any amounts (a) charged by Sponsor Bank to Razorpay on account of refund and disputed claims from Your customers; and (b) representing penalties, fines or other charges (whatsoever name referred to) levied by the Sponsor Bank, NPCI or any governmental authority (in their sole discretion) on Razorpay on account of fraudulent transactions on Your website. 15. You agree that payments effected, or funds debited from Your customer's Bank Account on the following grounds shall not be the responsibility of Razorpay and no liability shall arise for Razorpay in respect of such claims from Your customers: (a) Your customer is disputing a transaction as not done or authorized by him. (b) The charge/debit on Your customer's Bank Account has occurred because of hacking, phishing, breach of security/ encryption of Your customer's PI through Your platform or any other third party platform other than that of Razorpay. (c) Your customer claiming refund of the amounts deducted from his/her Bank Account on any ground whatsoever, including Your customer's dissatisfaction with Your sale of the goods and/or services to the Customer. 16. Razorpay will not be liable collect the amounts from Your customers and credit the same to You in the following circumstances: (a) If any of Your customers does not have sufficient funds in the Bank Account for debiting the amount mentioned in the Collection Information. (b) Razorpay is prohibited from debiting the amounts from Your customers' account by any governmental authority or Facility Provider. (c) If Your customer's account is closed or operations from such account are barred by governmental authorities or Facility Providers. (d) If You do not provide complete and correct information (e) Any of Your Customers terminate the mandate. (f) Razorpay has reason to believe that a Collection Information has not been properly authorized. 17. In the event of any conflict between the Part II: Specific Terms for E-Mandate Services and the rest of the Terms, then the former shall prevail. To the maximum extent feasible, they shall be construed harmoniously. 18. Capitalised terms used herein shall have the meaning ascribed to such terms in Part A: General Terms and Conditions. PART III: SPECIFIC TERMS FOR TOKENHQ SERVICES 1. You understand and acknowledge that the TokenHQ is an end-to-end solution for You to allow Your customers to continue using the saved cards feature in compliance with RBI's guidelines on tokenisation set out in the Circular CO.DPSS.POLC.No.s-516/02-14-003/2021-22 read with DPSS.CO.PD No.1463/02.14.003/2018-19 dated January 8, 2019 and related guidelines and clarifications issued by the RBI (together “Circular”). For the purposes of these Terms, the Applicable Laws shall be deemed to include the Circular. 2. Where Razorpay is acting as a technical service provider and You are the token requestor, You acknowledge and agree that Razorpay shall have no liability towards You or any third party for Your acts or omissions or Your failure to comply with Applicable Laws. 3. Where Razorpay is acting as the token requestor on Your behalf, You acknowledge and agree that Razorpay's role is limited to requesting for tokens on Your behalf upon receiving consent of Your customers. Razorpay will integrate with available card networks and issuing banks (each a “Token Service Provider” or “TSP”) and its APIs will have the flexibility to respond back with token numbers for Your use. 4. You acknowledge and agree that in order to allow using the saved card feature, the customer card details must be tokenized. Accordingly, You shall, except in the case of standard checkout: (a) be solely responsible for obtaining consent of the customer to tokenize (and save) the customer's card. Such consent shall be explicit and not by way of a forced / default / automatic selection of checkbox, radio button, etc. (b) inform the customers of the purpose of obtaining such consent and that the card will not be tokenized (and saved) if the customer does not provide explicit consent, and shall do all things as required to tokenize (and save) the card details pursuant to Applicable Laws. (c) share such customer consent with Razorpay in order for Razorpay to trigger the additional factor authentication (AFA) with the issuing bank which is required to register the tokenisation request. You acknowledge and agree that if such customer consent is not shared during the payment flow then Razorpay shall not tokenize (and save) the customer card details. (d) provide the customer an option to de-register the token and delete the card. 5. You shall keep Razorpay fully indemnified at all times from and against all losses, damages, penalties, etc., incurred by or imposed on Razorpay to the extent it arises from any breach by You of Part III: Specific Terms for TokenHQ Services. 6. You shall keep a log of all instances of obtaining customer consent under Applicable Laws and of Your compliance with Part III: Specific Terms for TokenHQ Services and provide the same to Razorpay on a real time basis or as requested from time to time. In addition to any right hereunder, Razorpay and Facility Providers have the right to audit Your compliance with these terms and conditions at any time upon notice. 7. For the purposes of this service, token shall have the meaning as set forth in the Circular. 8. You agree that You shall be solely responsible for any hashed string storage undertaken by You. 9. In the event of any conflict between the Part III: Specific Terms for TokenHQ Services and the rest of the Terms, then the former shall prevail. To the maximum extent feasible, they shall be construed harmoniously. 10. Capitalised terms used herein but not defined shall have the meaning ascribed to such terms in the Terms. PART IV: SPECIFIC TERMS FOR SUBSCRIPTION SERVICES 1. Subscription services provide You the platform to create and manage subscription plans for Your customers with automated recurring transactions. With this product You can (i) create multiple subscription plans for customers, (ii) automatically charge customers based on a billing cycle that You control, and (iii) get instant alerts on payment activity as well as the status of subscriptions. 2. You acknowledge and agree that these terms (i) shall apply for debit, credit and prepaid instruments or other methods as notified from time to time (together “Card”) of customers, and (ii) does not apply to onceonly / one-time payments. 3. You acknowledge and agree that: a) The customer desirous of opting for e-mandate facility on Card is required to undertake a one-time registration process, with an Additional Factor Authentication (AFA) validation by the issuer bank and that an e-mandate on Card of customers for recurring transactions shall be registered only after successful AFA validation. b) Where the first transaction is being performed along with the registration of e- mandate, then AFA validation may be combined. Subsequent recurring transactions shall be performed only for those Card which have been successfully registered and for which the first transaction was successfully authenticated and authorised. c) On successful registration and approval of the e-mandate request, Razorpay shall on a periodic basis (as per the e-mandate) initiate subsequent recurring payments unless such e-mandate is modified or de-registered by the customer. d) Razorpay expressly disclaims all liability for any outages or failures attributable to Facility Providers. 4. You further acknowledge and agree that in order to process recurring transactions, customer Card details will need to be saved/secured/tokenized in accordance with Applicable Laws. Accordingly, for custom checkout and server-to-server integration You shall: a) solely be responsible for obtaining informed consent from customers for the purpose of processing of emandates, including saving/securing/tokenizing the customer's Card details, in accordance with Applicable Laws. Such consent shall be explicit and not by way of a forced / default / automatic selection of checkbox, radio button, etc. b) share customer consent with Razorpay for Razorpay to trigger the AFA with the issuing bank which is required to both save the Card and process the e-mandate registration. You acknowledge and agree that if such customer consent is not shared during the payment flow, then Razorpay will not tokenize the card or process the e-mandate/ recurring transaction. 5. You agree that payments effected, or funds debited from a customer's bank account on the following grounds shall not be the responsibility of Razorpay and no liability shall arise for Razorpay in respect of such customer claims: a) Customer disputing a transaction as not done or authorized by him/her. b) The charge/debit on the customer's bank account has occurred because of hacking, phishing, breach of security/ encryption of the customer's personal data through Your platform or any other third-party platform other than that of Razorpay. c) Customer claiming refund of the amounts deducted from his/her bank account on any ground whatsoever, including customer's dissatisfaction with Your sale of the goods and/or services to the customer. 6. You agree that there are instances where Razorpay is only acting as a technical service provider and You are the token requestor for the purposes of saving/ securing/ tokenizing the Card and You shall accordingly be liable to pass the customer's informed consent for saving the Card and registering the e-mandate to Razorpay. You agree that Razorpay shall have no liability towards You or any third party for Your acts or omissions or its failure to comply with Applicable Laws. 7. You agree to keep Razorpay fully indemnified at all times from and against all losses, damages, penalties, etc., incurred by or imposed on Razorpay to the extent it arises from any breach by You of Part IV: Specific Terms for Subscription Services. 8. You shall maintain records of its activities under these terms, including where applicable keeping log of all instances of obtaining customer consent, and shall provide the same to Razorpay on a real time basis or as requested from time to time. In addition to any right under Part IV: Specific Terms for Subscription Services, Razorpay and Facility Providers have the right to audit Your compliance hereunder at any time upon notice. 9. You agree that You shall be solely responsible for any hashed string storage undertaken by You. 10. In the event of any conflict between the Part IV: Specific Terms for Subscription Services and the rest of the Terms, then the former shall prevail. To the maximum extent feasible, they shall be construed harmoniously. 11. Capitalised terms used herein but not defined herein shall have the meaning ascribed to such terms in the Terms. PART V: RAZORPAY PARTNER PROGRAM The Razorpay partner program is a referral program through which You can refer the Razorpay services to Your clients or customers and get rewarded. You may become a partner by agreeing to the detailed Partner Terms and Conditions and signing up as a partner. PART VI: MAGIC CHECKOUT Magic checkout is the checkout technology platform developed by Razorpay for Your customers registered with Razorpay which enables the customer to seamlessly save and use their information for placing orders with You (“Magic Checkout Services”). You can avail Magic Checkout Services as per terms specified below: 1. Privacy and Data Protection Rights 1.1. Razorpay has adopted reasonable security practices and procedures that are commensurate with the information assets being protected, and has implemented relevant technical, operational, managerial and physical security control measures to protect the information in its possession from loss, misuse and unauthorized access, disclosure, alteration and destruction. 1.2. In the process of providing Magic Checkout Services, You acknowledge and agree that Razorpay may collect, store and use certain information, including personal data, from Your customers. Razorpay is committed to protect such information and to take all reasonable precautions for maintaining confidentiality thereof. Additionally, for the purposes of providing Magic Checkout Services, You hereby understand and agree that Razorpay shall have the right to collect, store and use of customers' personal data, including but not limited to name, email address, phone number and address, as provided by the customers and/or You to Razorpay from time to time directly or indirectly (or provided in past). 1.3. The information, as referred above, may be used by Razorpay for: (i) providing Magic Checkout Services (including for the purposes of verification of the identity, processing of payment, communication regarding the purchase and monitoring of past behaviour to identify fraudulent transactions); (ii) administrative, marketing and customer support purposes; and/or (iii) providing other Razorpay services. 1.4. You represent and warrant to Razorpay that: (a) You shall use the Magic Checkout Services solely for providing services/goods to Your customers. (b) You shall obtain all consents required under Applicable Law from Your customers before sharing PII of the Customers with Razorpay. 1.5. Your usage/access of the Magic Checkout Services shall constitute Your acceptance to the Terms and the Privacy Policy. You acknowledge and confirm that You shall obtain a valid consent under the Applicable Law to share the personal data of the customers with Razorpay. In the event You withdraw Your consent/acceptance to these terms (including withdrawing consent for using of personal data by Razorpay and/or defaults in its representation and warranties), Razorpay may in its sole discretion discontinue Your access, in part or full, to the Services (including but not limited to discontinuing the access to Magic Checkout Services), associated features and/or present and future benefits. You also acknowledge that You shall immediately inform Razorpay in the event that any customer withdraws their consent/acceptance to sharing of their personal data with Razorpay. You shall indemnify and keep Razorpay, its directors, officers, employees, and affiliates indemnified at all times from any and all claims, liabilities, losses, damages and the like incurred by Razorpay as a result of any breach of these terms, including Your obligations hereunder. 2. RTO Protection 2.1. In case You are availing the RTO Protection as a service from Razorpay for a consideration, You shall be entitled to claim reimbursement for, the return shipping fees incurred by You on such orders which have been returned to You (“RTO Protection”) provided that each of the following conditions are met: (a) You have switched on/accepted the Magic Intelligence (the proprietary technology solution developed by Razorpay which analyses, identifies orders placed by customers that may potentially result into ‘return to origin') feature at all times on Your dashboard. (b) The return of such orders have been solely due to the Magic Intelligence feature failing to detect/identify such ‘return to origin' order. It is however clarified that any return shipping fees incurred by You on exchange/product return/product refusal after delivery, by customers shall not be covered under RTO Protection. (c) The orders for which RTO Protection is claimed are not pre-paid orders. 2.2. You agree that Razorpay shall be liable to provide reimbursement to You under RTO Protection only upon submission of return shipping invoice/documents as validated by Razorpay. 2.3. You shall, at the end of every month, raise an invoice for claiming reimbursements under the RTO Protection, which shall be discharged by Razorpay within a period of 30 (thirty) days from the date of the invoice, provided all the conditions specified under Clauses 2.1 and 2.2 above are fulfilled to the satisfaction of Razorpay. 3. In the event of any conflict between the Part VI: Magic Checkout and the rest of the Terms, then the former shall prevail. To the maximum extent feasible, they shall be construed harmoniously.. 4. Capitalised terms used herein but not defined herein shall have the meaning ascribed to such terms in the Terms. PART VII: SPECIFIC TERMS FOR OFFLINE AGGREGATION SERVICES AND DEVICES 1. SERVICES 1.1 Merchant shall avail the Services and Devices subject to the terms incorporated herein. Razorpay POS will provide offline payment collection and aggregation Services (for the offline transactions conducted via Devices) and the Devices to the Merchant for its legitimate, bonafide and legal business activities only. In cases where Razorpay POS is not performing any payment collection and aggregation services and has only provided the Devices, then Razorpay POS shall not be liable for settlement of the funds. Razorpay POS shall settle the regular card / UPI Transaction Amount (net of Permissible Deductions) into Your account as per the agreed timelines or within two (2) Bank working days, whichever is higher, holding the Escrow account following the date of the Transaction. Furthermore, for any additional value added services (VAS) subscribed by the Merchants pursuant to this Part VII: Specific Terms for Offline Aggregation Services and Devices, Transaction amount shall be settled as per separate agreed settlement timeline. Razorpay POS shall have an absolute right to place limits on the Transaction value. 1.2 Razorpay POS will provide: (a) Razorpay POS Payment Services (as defined above) which includes the ability to process payments from various modes of payment opted by the Merchant. (b) Acceptance of American Express cards - Upon request of the Merchant, Razorpay POS has the ability to support American Express Cards on the Devices opted for by Merchant. Activation of American Express will be subject to Razorpay POS approval and will comply with American Express policy. (c) Mobile Application: In support of the above services, Razorpay POS will supply the Merchant with a mobile application (which is an interface required to access the Razorpay POS software solutions through the Device) and the Razorpay POS’ SDK which is used by the Merchant to use Services. (d) Portal: Razorpay POS agrees to retain and maintain transaction records for the Services purchased by the Merchant and provide a portal to the Merchant showing such records and allow the Merchant to download such records from time to time. (e) Affordability Services: At the request of the Merchant Razorpay to enable affordability payment options on the POS terminals which will facilitate the Merchant to provide an option to its customers to pay via EMI (CC, DC, Brand EMI , NBFC)/ BNPL / Cashback Offers / IBD (Instant Discount) payment option. The Merchant understands that Razorpay is merely a facilitator for the enablement of various affordability payment option and is not responsible for any decline in these transactions or nonapproval of customer loan request by the respective NBFC / Banks / lending service provider or brand EMI scheme / cashback offers by the partner brand (as the case may be) for whatsoever reasons. For brand EMI services, brand schemes, and SKU details as intimated by the respective brand partner to Razorpay are pre-fed in the POS terminal and are subject to change from time to time at the discretion of the brand. TheParties shall be responsible for compliance and payment of all taxes, duties, levies, surcharge, cess or any other charges that may be applicable to the respective Party under the Applicable Law, in relation to the Services. The Merchant understands that unless the Merchant has opted for payment aggregation services from Razorpay, settlement of affordability transaction amount shall not be undertaken by Razorpay. The Merchant understands that Razorpay may still manage settlements in certain scenarios, under contractual relation with third parties who may be providing services/offerings to the Merchant, where they have not availed the payment aggregation services, for clarity such services may involve DC EMI, Instant Business Discount etc. In case Razorpay is the payment aggregator for the Merchant, then settlement of affordability transaction amount will be; as per below timelines: PARTICULARS SETTLEMENT TIMELINES (as per bank working days) DC EMI T+2 days CC EMI T+1 day NBFC EMI T+2 day Brand EMI T+1 day BNPL T+1 day * 'T' means the day of transaction * The above settlement timeline may get impacted by the delay in settlement to Razorpay by the respective bank / NBFC / lending partner / brand partner Merchant agrees and acknowledges that all risks, responsibilities, disputes associated with the sale and delivery of the products and/or services which are provided by the Merchant to its customers shall solely vest with the Merchant and that Razorpay shall not have any responsibility thereof, in any manner whatsoever. All disputes regarding the quality, merchantability, non-delivery, and delay in delivery of the products and/or services offered for sale by the Merchant shall be resolved directly between the Merchant and the customer without making Razorpay a party to such disputes. Merchant hereby undertakes that the Merchant shall cooperate and assist Razorpay in resolving chargeback dispute from the respective banks / NBFC / lending partner and submit proper documentation / proof in support of chargeback dispute. In case any chargeback dispute is ruled against the Merchant then the Merchant shall pay back the transaction amount to Razorpay which will be eventually credited to the end customer via issuing bank / NBFC / lending service provider. Nothing in this clause shall prejudice Razorpay’ right to deduct / withhold the chargeback amount from the settlement amount. (f) Reconciliation Services: Razorpay will provide transaction reconciliation services to the Merchant. Under these services, Razorpay will provide a reconciliation report on the basis of transaction initiated at POS terminals deployed at Merchant location vis-à-vis settlement of transaction amount made by Merchant’ partner bank. Merchant agrees that preparation of reconciliation report is dependent on settlement data shared by Merchant’s partner bank with Razorpay. If such partner bank delays / fails to share data with Razorpay, then Razorpay shall not be held responsible for any delay in sharing or not sharing the reconciliation report with the Merchant. (g) EMI Plus Services (EMI Plus Club Wallet): Razorpay EMI Plus Club Wallet programme is Razorpay led programme for the benefit of Merchants to sell any product to its customers on Zero Cost EMI without any interest charge to customer. Brands applicable under Razorpay EMI Plus Club Wallet Program will be communicated to the Merchant in advance and may vary from time to time. In order to avail this service, the Merchant is required to collect 1% of the transaction amount as processing fees on all Razorpay EMI Plus Club Wallet transactions from the customer on behalf of Razorpay. Razorpay will deduct / collect this processing fee from the Merchant at the time of settlement (of the transaction settlement amount) to the Merchant. Monthly default Wallet limit shall be INR. 2,00,000 per POS terminal / Device. Maximum POS terminal / Device limit for availing these services shall be 4 POS terminal / Devices per merchant. The Wallet limit will be reset to INR 2,00,000 on the 1st day of every calendar month. Merchant can increase their EMI Plus Club Wallet balance by completing Brand EMI Transactions on the Razorpay POS terminal. (Example: When a Merchant completes a Brand EMI Transaction on the Razorpay terminal their EMI Plus Club Wallet limit will increase by the value of the transaction.) Merchant shall utilise the Club Wallet only in relation to the SKUs (Stock Keeping Units) defined under Razorpay EMI Plus Club Wallet program. Overall, wallet size for Razorpay EMI Plus Club Wallet across all merchants signed up for this programme for any given month shall be INR 5 crores. Hence, if the INR 5 crore limit has been reached for any given month, Merchant will not be able to use the wallet until the next calendar month. This limit will be reset every calendar month. At the request of Razorpay, the Merchant shall submit invoices against the transactions done using Razorpay EMI Plus Club Wallet. In case the Merchant fails to produce the said invoice/s, then Razorpay may at its discretion discontinue / suspend Razorpay EMI Plus Club Wallet for the Merchant. The Merchant understands that Razorpay EMI Plus Club Wallet program is owned and facilitated by Razorpay. Razorpay may at its sole discretion make changes to the terms and conditions of Razorpay EMI Plus Club Wallet programme or discontinue the provision of this programme to the Merchant. (h) SMS Pay – Card Not Present (CNP): The Merchant has requested Razorpay to enable SMS pay service wherein the Merchant can collect payments from the customers via SMS pay links. As per the Services, an SMS pay link will be sent to the customer mobile number. Subsequently, the Customer may open the SMS pay link and initiate the payment by entering requisites details. The Merchant understands that the SMS pay link is sent to the customers on behalf of the Merchant. Therefore, the responsibility for recording explicit consent from the customers for using their mobile numbers for sending out SMS pay links shall solely vest with the Merchant. (i) Digital Invoicing services: At the request of Merchant, Razorpay will enable Digital Invoicing Services for the Merchant, wherein the Merchant and its customer will have an option to share and / or maintain the invoice copy relating to the transaction in a digital form. The Merchant has agreed to avail such Digital Invoicing Services on such Terms and conditions mentioned here and additional terms and conditions, as are incorporated hereinbelow: Razorpay will provide access to a platform that will facilitate the Merchant and its customer to submit / receive the invoices, respectively in digital form. Both Merchant and the customer will have the provision to store the invoice on Razorpay’s platform provided for this purpose. Various features and functionality of the Digital Invoicing Services has been incorporated in the list below (Digital Invoicing Service Features). If the Merchant requires any additional / premium features of Digital Invoicing Services, the same may be provided by Razorpay, at such additional cost and other terms, as may be agreed between the Parties. The Merchant understands that Razorpay will be providing this Digital Invoicing Services in association with its Affiliate named JHKP Technologies Private Limited (a.k.a. BillMe). The Merchant acknowledges and agrees that Razorpay holds the right to add, remove or modify features of the Digital Invoicing Services at its own discretion, with prior intimation to the Merchant. Razorpay does not claim any ownership of the digital invoice copies. Merchant has the authority to make deletions to the Merchant copy as and when the Merchant finds it necessary to do so. The Merchant agrees and authorizes Razorpay to share Merchant’s and customer’s information and make such details available to its affiliates, vendors, service providers/facility providers and other third parties, in so far as required in association with the Digital Invoicing Services availed by the Merchant. Merchant agrees to receive communications through emails, telephone and/or SMS, from Razorpay / it Affiliates or third parties. If the Merchant requests not to receive such communication/marketing material any further, such dissent shall only be applicable prospectively. In case where the Merchant opts for Digital Invoicing Services, Razorpay hereby grants to the Merchant a non-exclusive, non-transferable, revocable right to use the Digital Invoicing Services during the term solely for the Merchant’s legitimate business operations. The Merchant hereby agrees and understands that Razorpay may either by itself or in association with any third-party contractor / affiliates provide Digital Invoicing Services. In any case, the Merchant understands that Razorpay or such third-party contractor / affiliates reserves the right / ownership of Digital Invoicing Services and the platform including but not limited to any intellectual property rights associated with the same. Razorpay will charge a separate fee for providing Digital Invoicing Services which may be collected along with Device rentals. Furthermore, the Merchant also agrees to pay SMS charges on per SMS basis for transmitting digital invoices. The same shall be recovered as per the provisions incorporated under the Agreement. For availment of Digital Invoicing Services and to receive access to the platform, the Merchant shall provide such information as may be requested by Razorpay from time to time. The Merchant hereby undertakes: To provide true, accurate, and complete information about the Merchant as may be required during the account creation/registration process for the provision of Digital Invoicing Services; and To maintain and promptly update Merchant’s information from time to time, as applicable. Merchant understands that Razorpay will use Merchant’s details to provide the Digital invoicing Services and if any information turns out to be inaccurate or outdated, then some or all of the services may not operate correctly. The Merchant hereby undertakes liability for any losses, claims, default in the Digital invoicing Services due to incorrect information provided by the Merchant and thereby agrees to indemnify Razorpay for such losses. The Merchant shall be responsible to undertake explicit consent from the customers to use and share ant data being collected to provide such services, with Razorpay and its Affiliates, the customer’s mobile number for the purpose of facilitating digital invoicing. The consent to be taken by the Merchant from customers must include consent for sharing customers mobile number already existing in Razorpay database with Razorpay’s Affiliates and vice-versa. If the Merchant provides any information for the purposes of undertaking or indulging fraudulent or criminal activities and Razorpay has reasonable grounds to suspect that such information has been provided, in all such instances Razorpay reserves the right to suspend or terminate Digital Invoicing Services and Merchant’s access to the platform. The Merchant grants Razorpay / its affiliates / or third-party contractor involved in the provision of the Digital Invoicing Services, with a limited, non-transferable right to display the Merchant’s company name, brand name, trademarks or registered trademarks on its websites, applications and other media and online resources for representational / promotional purposes. The Merchant shall be solely responsible for ensuring the safety of access to its account on the platform for availing the Digital Invoicing Services. The Merchant agrees that Razorpay shall not be responsible for any loss that the Merchant suffers as a result of an unauthorized person accessing its account and/or using the Digital Invoicing Services. DIGITAL INVOICING SERVICE FEATURES Particulars S. No. Feature Remark Quantity Digital Billing Features 1 Digital Invoicing - BillMe Digi Printer (Windows OS) 2 Customer data collection (BillMe Digi Printer) UI type 3 3 Digital bill complaint Management 100 Complaints 4 Banner in bill (Single image, Carousel or GIF) Coupons can be sent on the images Single Image Only 5 Ad below bill (Single image, Carousel, GIF, YouTube video or MP4 video) Coupons can be sent on the images Single Image Only 6 Social media buttons of your brands 7 Star rating feedback 8 User Access (unlimited users) CRM 1 SMS campaign builder with scheduler 5 Templates PreRegistered under BillMe / Razorpay Name 100 Report Exports 1 Daily Sales Report User Bills 1 user.billme.co.in (j) Devices: For enabling the Services, Razorpay will provide Devices to the Merchant on agreed pricing terms. For provision of these Services, the Merchant shall provide necessary KYC details and other information as may be required by Razorpay in relation to Merchant stores and locations, where the Devices are requested to be deployed. 1.3 Merchant agrees that each Device ordered by Merchant shall have a minimum period of usage of 12 (twelve) months (in case the Merchant opts for monthly plan), also referred to as the “Lock-in period” commencing from the date of deployment of such Device at the Merchant location. It is to be clarified that in the event the Merchant deactivates or returns a particular Device or set of Devices, before the expiry of the Lock-in period, Merchant shall make a one-time payment to Razorpay POS of an amount equivalent to the remaining rental or fees (as applicable) for the unexpired duration of the Lock-in Period for such Devices. On termination of Services for whatever reasons, the Merchant shall return all the Devices immediately to Razorpay POS (if taken on rental basis). 1.4 Razorpay POS will provide Devices and mobile application that are necessary for the provision of the Razorpay POS Services. Merchant shall acknowledge the receipt of such Device in a form and manner acceptable to Razorpay POS and each such acknowledgement shall be deemed to be a part of this Agreement. 1.5 Razorpay POS, or its business associate, shall after receiving instructions in writing, install the Device at Merchant’s premises. Merchant shall ensure that the necessary infrastructure (like mobile phone(s) or tablet(s) and internet) required to install the Device is available at the Merchant’s designated location. To the fullest extent permitted by law, Razorpay is not responsible for any delays, delivery failures, or any other loss or damage resulting from (i) the transfer of data over public communications networks and facilities, including the internet, or (ii) any delay or delivery failure on the part of any other service provider not contracted by us, and You acknowledge that the service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 1.6 Merchant shall arrange, co-operate, and provide for installation at its premises the Device and such related accessories and software as Razorpay POS may deem fit and appropriate. Merchant states and agrees that the Device shall be used exclusively at the Merchant’s designated establishment/ location for the purchase of goods or services for which the Merchant has been signed up and for no other purpose whatsoever. Razorpay POS shall not be used in extreme or hazardous environments like (exposure to high heat, fire hazard or water) neither Merchant shall forcefully plug and unplug the charging interface or tilt it. 1.7 Merchant shall retain in its possession and for its exclusive use the Device and keep the same in good condition. Merchant agrees and acknowledges to safe keep and control the use of the Device such that any transaction using the Device shall be deemed to be authorized and sanctioned by Merchant. Merchant shall not use the Device for any fraudulent transactions, business malpractices and illegal activities. Merchant shall not and shall ensure that the personnel of Merchant using the Device shall not, use the Device in such a manner that it harms the security systems enabled on the Device. 1.8 Merchant shall not lease or resell the Device and / or such other services as may be mutually agreed to between Merchant and Razorpay POS to any other Party without the permission, in writing, of Razorpay POS. 1.9 Razorpay POS shall be entitled to charge Merchant for the costs and charges of the Device (including accessories) and/or the costs of repairing the Device/s in the event the Device(s) is/are damaged or lost as a result of improper handling by Merchant unless the Device is bought (and not leased/ rented) by Merchant from Razorpay POS. 1.10 In case the Device is provided by Razorpay POS to Merchant on rental basis, then the Device shall be the exclusive property of Razorpay POS, and Merchant shall forthwith (not less than 3 days) surrender the Device to Razorpay POS in the event of termination of this arrangement for any reason whatsoever. During the tenure of this arrangement and thereafter Merchant shall not claim any right, title, interest or lien over the Device. 1.11 In case the Device is provided by Razorpay POS on lease to Merchant, Merchant shall not (i) sell, assign, transfer, lease or otherwise cause \or allow or attempt to cause or allow, any dealings with the Device or any encumbrance on the Device to be created (ii) remove, conceal or alter any markings, tags or plates attached to the Device or part of it indicating Razorpay POS’ ownership of the Device (iii) reverse engineer, decompile, disassemble, tamper with or otherwise seek to obtain the source code or non-public APIs to the software or the Razorpay POS; (c) copy or modify the software or Razorpay POS or any documentation, or create any derivative work from it (iv)Cause or allow Razorpay POS’ right to access, repossession or disposition of the Device pursuant to this Agreement or otherwise to be encumbered in any way jeopardized by any act of/by Merchant or its servants or agents or by any other factor within its control (iv) Permit any third party to perform the maintenance services on the Device or effect modifications, enhancement or software/hardware changes to the Device without the prior written consent of Razorpay POS. 1.12 The loss or damage caused to Razorpay POS arising out of negligence, or misuse of the Device and / or default in payment due to any reason whatsoever or that of any telecommunication devices attached to / inbuilt within / embedded in the Device, by the Merchant or its employees shall be to the account of Merchant, and Razorpay POS will recover such losses and expenses from Merchant. 1.13 Merchant shall permit the representatives of Razorpay POS or any other concerned service provider to carry out physical inspections of the Device or telecom equipment (or possession of any of these, in case of termination of this arrangement) during business hours, with or without prior notice (in cases where Devices are taken on rental basis). 1.14 You agree that Razorpay, may obtain information related to accounts and transaction along with personal information of the Merchant and its respective Customers, and Razorpay may use the such data to analyse, improve, market, support and operate the Razorpay POS and the services and otherwise for any business purpose during the term and after termination of the present engagement. All usage of such data, its retention and process shall be governed under applicable law(s) and internal polices of Razorpay. 1.15 Limited to the jurisdiction of India, Merchant shall ensure that: (a) it enter into transactions only in Indian Rupees unless otherwise permitted by Bank/ Razorpay in advance in writing; (b) Retain invoices, charge slip’s and transactional data for a minimum period of six (6) months and provide the same in legible format as and when required by Razorpay, (c) while presenting any transaction information, certify to Razorpay that (i) that the sale of such goods and /or services are not unlawful, (ii) the transaction information pertaining to each sale has been supplied only once (iii) Merchant has supplied goods and /or services to which the transaction information relates and to the value stated therein, and (iv) all statements of facts contained therein are true and complete in all respects. (d) in the event Razorpay POS is leased by Razorpay, accept any decision to remove the said POS due to the reason of non-performance of the term mentioned herein or any fraud (e) the Merchant shall immediately return the Equipment to Razorpay upon request. 1.16 Razorpay shall have the right to recover or take back the Razorpay POS where (a) YOU are in breach of its applicable Terms and Conditions; (b) Upon termination or expiry of this Terms and Conditions; (c) Upon YOUR failure to pay the Fees for a period of 60 days; (d) At Razorpay’s sole discretion. 1.17 In cases of rental Devices, any losses or damages caused to Devices shall be calculated as below: (i) Lost/Misplaced/Irreparable Device charges: In the event there is any loss/misplacement/irreparable harm to a Device, the Merchant shall be liable to pay the full Price of the Device, in addition to the applicable taxes. (ii) Damaged Repairable Devices (including accessories): The Merchant shall be liable to pay repair charges including inspection charges, as incurred by Razorpay POS at actuals. 2. Chargebacks 2.1 If a Facility Provider communicates to Razorpay the receipt of a Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback rests with You. Subject to availability of funds, Razorpay upon receipt of a Chargeback Request shall forthwith deduct Chargeback Amount from the Transaction Amounts which may be used, based on the decision of the Facility Provider, either to a) process Chargeback in favour of the customer or b) credit to You. For the avoidance of doubt, Razorpay shall be entitled to deduct the Chargeback Amount upon receiving a Chargeback claim. You shall be entitled to furnish to Razorpay documents and information pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and /or; (ii) delivery of goods/services sought by the customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider) of receiving notification of the Chargeback Request. 2.2 You agree that (i) if You are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Razorpay to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the customer’s Payment Instrument. 2.3 Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Razorpay then You agree and acknowledge that Razorpay is entitled to recover such Chargeback Amount from You by way of deduction from (i) the Transaction Amounts to be settled to You and (ii) any of Your other funds held by Razorpay in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then Razorpay is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.4 On the issuance of notice of termination of the Terms, Razorpay reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage ( defined hereinbelow ) for a period of one hundred and twenty (120) days (“ Withholding Term ”) from the date of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Razorpay shall transfer the unutilized amounts, if any, to You forthwith upon completion of the Withholding Term. The stipulated percentage is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms. 2.5 Notwithstanding anything in this Specific Terms of Use, if the amount withheld, as specified above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then Razorpay is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note. 2.6 The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any loan cancellation requests, You need to respond to Razorpay within 7 working days with a suitable response. If loan is to be cancelled, then the same needs to be informed to Razorpay and if cancellation request is to be declined then You need to provide proof of delivery and justification. For loans which would get cancelled on the basis of Your confirmation, the amount would be recovered from the daily settlement. 3. Refunds 3.1 You agree and acknowledge that subject to availability of funds received in the Escrow Account, You are entitled to effect Refunds at Your sole discretion. 3.2 You further agree and acknowledge that initiation of Refunds is at Your discretion and Razorpay shall process a Refund only upon initiation of the same via software application provided by Razorpay. 3.3 All Refunds initiated by You shall be routed to the same payment method through which the Transaction was processed. 3.4 You agree that Razorpay fees shall always be applicable and payable by You on each Transaction, irrespective of the Refunds. 4. Payment 4.1 Charges associated with the provision of Services to the Merchant and Device Rentals (“Fees”) shall be in accordance with the pricing terms agreed to by the Merchant at the time of subscribing to the Services on the Website. The Merchant agrees that such Fees shall be charged according to the manner, rates and frequency specified in the said pricing terms. All Fees will be deducted from the monies required to be settled to the Merchant. However, if the Device rentals are not deducted from the transaction settlement amount then the same will be deducted from e-nach /e-mandate set up by the Merchant at the instruction of Razorpay POS. 4.2 The Parties agree that the Fees are exclusive of applicable taxes and Razorpay shall charge such applicable taxes on the Fees from time to time. It is agreed that any statutory variations in applicable taxes during the subsistence of this Agreement shall be borne by the Merchant. 4.3 In the event of any delay in payment of any amounts to Razorpay beyond the due date of payment, Razorpay at its sole discretion may opt one or more of the following remedies: i. Charge a late payment interest at the rate of 15% per annum on the due amount; ii. Suspend some or all of the Service(s) it provides under this agreement, until payment of the due amount. Consequently, it is agreed between the parties that Razorpay shall not be liable for any loss, damages, claims including third party claims, which may result owing to suspension of some or all of services by Razorpay in case of non-payment or delayed payment. iii. Set off the due amount from the transaction settlement amount payable to the Merchant. PRIVACY YOUR PRIVACY IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED OUR POLICIES, INCLUDING THE PROVISIONS OF OURPRIVACY POLICY. You may address any complaints or discrepancies in relation to the processing (including storing and using) of Your Personal Information (including Sensitive Personal Information) to: DPO MR. SHASHANK KARINCHETI RAZORPAY SOFTWARE PRIVATE LIMITED ADDRESS: NO. 22, 1ST FLOOR, SJR CYBER, LASKAR-HOSUR ROAD, ADUGODI, BANGALORE- 560030 E-MAIL:dpo@razorpay.com GRIEVANCES PORTAL:https://razorpay.com/grievances/ COMPLAINTS AND GRIEVANCE REDRESSAL ANY COMPLAINTS OR CONCERNS WITH REGARDS TO CONTENT OF THIS WEBSITE OR COMMENT OR BREACH OF THESE TERMS OR ANY INTELLECTUAL PROPERTY OF ANY USER, INSTANCES OF CUSTOMER GRIEVANCES, REGULATORY QUERIES AND CLARIFICATIONS SHALL BE INFORMED/COMMUNICATED TO THE NODAL OFFICER AT THE COORDINATES MENTIONED BELOW IN WRITING OR BY WAY OF RAISING A GRIEVANCE TICKET THROUGH THE HYPERLINK MENTIONED BELOW: NODAL OFFICER MR. VIJAY THAKRAL RAZORPAY SOFTWARE PRIVATE LIMITED ADDRESS: NO. 22, 1ST FLOOR, SJR CYBER, LASKAR-HOSUR ROAD, ADUGODI, BANGALORE- 560030 E-MAIL:nodal-officer@razorpay.com GRIEVANCES PORTAL:https://razorpay.com/grievances/ Acceptance Details Owner Id RFnvQNqVk22d7c Owner Name AMAN KUMAR PANDEY IP Address 10.26.100.74 Date Of Acceptance 2025-09-10 13:32:54 IST Signatory Name AMAN KUMAR PANDEY Contact Number +919931766580 Email amanpandey7890r@gmail.com