Terms & Conditions

RAZORPAY & MOONLOTUS LLP

This document/agreement/understanding is an electronic record published in accordance with Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (as amended) and the Information Technology Act, 2000 (as amended), and does not require physical or digital signatures.

Overview

MoonLotus LLP (the "Merchant") seeks to utilize both online and offline payment aggregation and settlement services ("Services"). The Merchant acknowledges that online Services will be provided by Razorpay Software Private Limited ("Razorpay"), while offline Services will be provided by Ezetap Mobile Solutions Private Limited ("Razorpay POS"), an affiliate of Razorpay. The provision of online Services by Razorpay is governed by the General Terms of Use and Part A (Specific Terms of Use - Razorpay), while offline Services by Razorpay POS are governed by the General Terms of Use and Part B (Specific Terms of Use - Razorpay POS). References to "Razorpay" in the General Terms of Use include Razorpay POS where applicable.

These terms, including annexures and linked content, apply to the Merchant's use of www.razorpay.com, its linked pages, API keys, features, content, or application services (including mobile applications and mobile site services) ("Website"), owned and operated by Razorpay Software Private Limited, a company incorporated under the Companies Act, 1956, with its registered office at 1st Floor, SJR Cyber, 22 Laskar Hosur Road, Adugodi, Bangalore, Karnataka, India - 560030.

Definitions

• "We", "Us", "Our": Refers to Razorpay.
• "You", "Yours", "Yourself", "Merchant": Refers to any non-registered individual or corporate body, or registered user of Razorpay, including Razorpay merchants.
• "Applicable Laws": Includes any law, statute, rule, regulation, order, circular, decree, directive, judgment, or mandate of any competent governmental/regulatory authority, as amended, including notifications, circulars, or directives issued by Financial Sector Regulators such as the Reserve Bank of India (RBI) and rules, regulations, and processes defined by NPCI on www.npci.org.in.

Acceptance of Terms

By using the Website or Services, including products offered by Razorpay's partners (e.g., banks, financial institutions, NPCI, or technology service providers) ("Facility Providers"), the Merchant agrees to these Terms and the Privacy Policy available on the Website. Continued use of the Services signifies acceptance of any updates to these Terms. If the Merchant does not accept the Terms or Privacy Policy, they must cease using the Website. Razorpay may require additional terms for specific services, and the Services are intended for use in India only.

1. Proprietary Rights

1.1. Razorpay owns all rights, title, and interest in the Services, including intellectual property rights (registered or unregistered). The Merchant acknowledges that confidential information provided by Razorpay must not be disclosed without prior written consent.

1.2. Razorpay grants the Merchant a personal, non-exclusive, non-transferable, limited license to use the Services and Website for personal purposes. This license does not permit downloading, copying, modifying, reverse engineering, selling, or transferring any part of the Services. The Merchant may not use Razorpay's trade names, trademarks, logos, or proprietary notices or copy/transmit any Services.

2. Usage of the Website and Services

2.1. The Merchant must be 18 or older and capable of entering binding contracts under Applicable Laws to register as a user. The Merchant is responsible for securing passwords, login, and account information and for all activities under their account, even if unauthorized. Razorpay is not liable for actions performed using the Merchant's credentials.

2.2. The Merchant must provide true, accurate, and complete information when prompted. Providing false or incomplete information may lead to account suspension, termination, or denial of Services.

2.3. By using the Website and providing contact details, the Merchant consents to Razorpay or third parties contacting them via phone, SMS, email, WhatsApp, or other means to offer products, services, or marketing campaigns. The Merchant authorizes Razorpay and its partners to contact them for follow-ups or to offer additional products/services.

2.4. The Merchant consents to receiving communications related to Services or third-party offers on their provided phone number, waiving any Do Not Disturb (DND) or National Customer Preference Register (NCPR) restrictions under TRAI regulations.

2.5. The Merchant authorizes Razorpay to share their information with partners, banks, affiliates, or third parties as needed to provide Services or value-added services. The Merchant may opt out of further marketing communications, but this will not affect previously shared data.

2.6. For payment or financial transactions, the Merchant must provide Know Your Customer (KYC) information as required by Applicable Laws. Razorpay may conduct enhanced due diligence, and the Merchant is responsible for complying with laws such as RBI Guidelines, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, and KYC/AML/CFT guidelines.

2.7. The Merchant must provide KYC Documents (as determined by Razorpay or required by Facility Providers or authorities) before Services commence. Razorpay may share these documents with Facility Providers or authorities as required. The Merchant consents to Razorpay relying on provided KYC Documents and acknowledges Razorpay's right to monitor or disclose information to comply with Applicable Laws.

2.8. Razorpay may request additional KYC Documents or customer-related documents. Failure to provide these may result in suspension of Services or settlement of funds until compliance is met.

2.9. The Merchant is solely responsible for delivery, after-sales service, payment, invoicing, customer inquiries, technical support, and other obligations related to their products/services. The Merchant will indemnify Razorpay against claims arising from these obligations.

2.10. The Merchant declares that neither they nor their affiliates/Beneficial Owners are Politically Exposed Persons and will notify Razorpay in writing if this changes.

2.11. The Merchant consents to Razorpay collecting and processing Personal Information (PI) as required for KYC, due diligence, or Service provision. Razorpay will follow industry standards for data protection but is not liable for claims arising from PI processing with the Merchant's consent.

2.12. The Merchant must not use the Website or Services for unlawful purposes or in violation of Indian laws. Razorpay may suspend or terminate access without notice if such use is detected.

2.13. The Merchant is prohibited from posting or transmitting unlawful, threatening, defamatory, obscene, or infringing content, or content that violates laws, harms minors, contains viruses, or threatens India's security or sovereignty.

2.14. The Merchant represents and warrants that:

• They are duly incorporated and have the authority to operate their business.
• They have the legal capacity to enter and perform under these Terms.
• Execution of these Terms is authorized by necessary corporate actions.
• These Terms form a valid, binding obligation.
• They do not engage in activities related to virtual currency, cryptocurrency, or prohibited investments, and any breach may lead to suspension/termination and indemnification.

2.15. The Merchant covenants to ensure:

• Use of Services complies with Applicable Laws and Razorpay /Facility Provider instructions.
• Services are used for registered business activities only.
• Services are not resold or assigned to third parties.
• Use does not facilitate unlawful activities or prohibited products/services.
• Customer consent is obtained to share information with Razorpay or authorities for transaction tracking or fraud prevention.

2.16. Razorpay is liable only for acts or omissions directly attributable to it, given the complex nature of Services involving Facility Providers.

2.17. The Merchant must facilitate integration of Razorpay's solutions with their platform, ensuring Server-to-Server (S2S) integration is used solely for Services.

2.18. The Merchant must provide KYC Documents, transaction proofs, or records upon request and retain transaction records for 10 years. Razorpay, Facility Providers, or authorities may audit these records without notice.

2.19. The Merchant must not misrepresent themselves as Razorpay's agent or make warranties requiring Razorpay/Facility Provider liability.

2.20. Any convenience fee imposed by the Merchant on customers is at their discretion, and the Merchant will bear any resulting liability or losses.

3. Payment

3.1. Razorpay will levy fees for Services as determined at its discretion, and the Merchant agrees to pay these fees. Razorpay may update fees at any time.

3.2. Fees exclude applicable taxes, which Razorpay will charge as required. The Merchant will bear any statutory tax variations.

3.3. Monthly invoices for fees will be available on the Razorpay dashboard. Disputes must be raised within 10 days of the invoice date, and Razorpay will attempt to resolve them in good faith.

3.4. The Merchant must reconcile transactions daily and report discrepancies within three working days. Razorpay is not liable for unresolved issues raised after this period.

3.5. For fees deducted upfront, if the Merchant deposits taxes under Section 194H of the Income Tax Act, 1961, and provides Form 16-A, Razorpay will reimburse the taxes quarterly. Otherwise, the Merchant must withhold taxes at payment, deposit them, and provide Form 16-A to Razorpay.

3.6. The Merchant must update their GST registration number and submit the GST certificate on the Razorpay dashboard before invoicing. Razorpay will file GST returns based on this information and is not liable for errors or misrepresentations by the Merchant. Any liability due to incorrect information will be recovered from the Merchant.

4. Privacy Policy

By using the Website, the Merchant consents to the use of their information as outlined in Razorpay's Privacy Policy.

5. Third-Party Links/Offers

The Website may link to third-party websites or resources. Razorpay is not responsible for their availability, content, or any resulting damage or loss. Interactions with third parties are at the Merchant's risk.

6. Our Partners

The Website provides information about financial products/services (e.g., loans, credit cards, investment services) offered by Razorpay's lending partners. Terms of use for these services are available separately.

7. Disclaimer of Warranty

Razorpay warrants that Services will materially align with documentation and these Terms. Except as stated, Services are provided "as is," and Razorpay does not guarantee uninterrupted, error-free operation or fitness for specific business purposes.

8. Limitation of Liability

8.1. Razorpay (including its officers, directors, employees, affiliates, and providers) is not liable for any direct, indirect, incidental, or consequential damages arising from:

• Website failure or delay.
• Use of the Website or content.
• Performance or non-performance by Razorpay or Facility Providers.
• Damages to computer equipment or viruses from Website access.
• Third-party website content, products, or services.

8.2. Razorpay's aggregate liability will not exceed one month's fees paid for the specific Service causing the liability. Liability is reduced if the Merchant or their third-party providers contribute to the loss.

9. Indemnity

The Merchant will indemnify Razorpay (and its officers, affiliates, directors, agents, and employees) against claims, losses, damages, fines, or costs (including legal fees) arising from breaches of these Terms, violations of Applicable Laws, third-party rights, Website use, or disputes with third parties.

10. Card Association Rules

10.1. The Merchant must comply with Card Payment Network Rules (e.g., Visa, MasterCard, RuPay) governing transaction authorization.

10.2. Razorpay may amend these Terms to comply with updated Card Payment Network Rules, and such changes are binding immediately.

10.3. The Merchant assumes the risk of compliance with Card Payment Network Rules, even if unaware of specific provisions.

10.4. Non-compliance resulting in fines or penalties levied on Razorpay must be reimbursed by the Merchant immediately. Failure to comply may lead to suspension or termination of Services.

11. Waiver

Razorpay's failure to enforce any provision does not constitute a waiver. Any waiver must be in writing and signed by an authorized Razorpay officer.

12. Force Majeure

Razorpay is excused from performance if prevented by events beyond its control, such as labor disputes, acts of God, epidemics, floods, cyberattacks, or government actions. Non-performance during such events does not constitute a breach or incur liability.

13. Anti-Bribery and Sanctions Laws

The Merchant must comply with anti-bribery and anti-corruption laws, prohibiting inducements to government officials or third parties for improper advantages.

14. Additional Terms

14.1. The Merchant may not assign rights under these Terms, but Razorpay may do so without notice. Indian laws govern these Terms, and disputes must be filed in Bangalore courts. Razorpay may set off any Merchant liabilities against funds owed to the Merchant. The Merchant must not misrepresent themselves as Razorpay's agent or make unauthorized warranties. Razorpay may update the Website, policies, or Terms to comply with laws or reflect changes, and continued use constitutes acceptance.

14.2. If dynamic currency conversion (DCC) services are used, transaction amounts include DCC charges. End users may request DCC invoices by emailing dcc_invoice@razorpay.com with payment ID and contact details.

15. Advertising

Services may include advertisements, and the Merchant consents to Razorpay placing ads on the Website or through other media in exchange for Service access.

16. Suspension and Termination

16.1. Razorpay may suspend Services or settlements without liability if:

• The Merchant breaches these Terms.
• Transactions involve prohibited products/services.
• Facility Providers or authorities instruct suspension.
• Transactions have a high fraud risk score.
• Suspicious activities are detected.
• Excessive disputes, refunds, or reversals occur.
• Products/services change without approval.
• Activities pose unacceptable risks to Razorpay.
• Regulatory changes require suspension.

16.2. These Terms are effective upon first use and continue until terminated by either party. Razorpay may terminate the Merchant's account for any reason, providing advance notice if required by law.

16.3. Termination does not relieve the Merchant of obligations. Continued use post-termination renews consent to these Terms. Razorpay is not liable for compensation or damages upon termination, and the Merchant remains liable for prior fees or fines.

17. Prohibited Products and Services

The Merchant must not use Services for:

• Adult goods/services (e.g., pornography, escort services).
• Alcohol, body parts, bulk marketing tools, cable descramblers, child pornography, copyrighted media/software, counterfeit goods, drugs, drug paraphernalia, endangered species, gaming/gambling, government IDs, hacking materials, illegal goods, miracle cures, offensive goods, pyrotechnics, regulated goods, securities, tobacco, traffic devices, weapons, wholesale currency, live animals, multi-level marketing, matrix sites, work-at-home schemes, drop-shipped merchandise, virtual currency/cryptocurrency, money laundering services, mailing lists, bidding/auction houses, or activities prohibited by TRAI or Applicable Laws.
• Services that risk chargebacks/fraud (e.g., adult content, escort services).
• Businesses with ambiguous legal status (e.g., web-based telephony, online matchmaking).
• Businesses banned by law (e.g., betting, gambling, lotteries).
• Intangible goods/services in pyramid schemes or detrimental to Razorpay's or partners' interests.

Specific Terms for E-Mandate Services (Part B)

1. Purpose:
   • Facilitates automated recurring payments from customers' bank accounts based on electronic mandates.
2. Key Definitions:
   • Bank Account: Customer's account with a Destination Bank.
   • Collection Information: Data specifying amount, bank account details, and collection date.
   • Destination Bank: NPCI-registered bank authenticating E-Mandate Registration Requests.
   • E-Mandate Payments: Automated deductions per electronic mandates.
   • Escrow/Nodal Account: Razorpay's account for receiving/settling funds.
   • NPCI: National Payments Corporation of India.
   • Sponsor Banks: Banks authorized to process E-Mandate Payments.
3. KYC Requirements:
   • Merchants must provide KYC Documents to Razorpay for Sponsor Bank registration.
   • Razorpay is not liable until the Sponsor Bank approves registration.
4. Process:
   • Merchants integrate E-Mandate Registration Request forms (per NPCI guidelines) on their website.
   • Razorpay transmits customer details to Sponsor Banks for verification by Destination Banks/NPCI.
   • Razorpay is not responsible for registration request failures.
5. Settlements:
   • Funds received in Escrow Account are settled to Merchant's account within the agreed period, subject to withholding rights.
   • Razorpay may recover funds if not received in Escrow Account within 3 working days.
6. Fraudulent Transactions:
   • Razorpay may withhold settlements if transactions are suspected to be fraudulent, as communicated by Sponsor Bank, NPCI, or Destination Bank.
   • Merchants must provide transaction/customer details upon request.
7. Termination:
   • Razorpay may terminate services if Sponsor Bank/NPCI directs cancellation due to fraud or non-compliance.
8. Liability:
   • Razorpay is not liable for:
     • Customer disputes over unauthorized transactions.
     • Hacking/phishing on Merchant's/third-party platforms.
     • Customer refund claims.
     • Insufficient funds, account closures, or government restrictions.
   • Merchants indemnify Razorpay against losses from breaches.
9. Conflict Resolution:
   • Specific Terms prevail over General Terms; terms are construed harmoniously.

Specific Terms for TokenHQ Services (Part C)

1. Purpose:
   • Provides an end-to-end solution for tokenizing customer card details per RBI's tokenisation guidelines (Circular CO.DPSS.POLC.No.s-516/02-14-003/2021-22 and related clarifications).
2. Roles:
   • Razorpay as Technical Service Provider: No liability for Merchant's acts/omissions or non-compliance.
   • Razorpay as Token Requestor: Requests tokens on Merchant's behalf with customer consent, integrating with card networks/issuing banks.
3. Merchant Responsibilities:
   • Obtain explicit customer consent for tokenization (not default/forced).
   • Inform customers of tokenization purpose and consequences of non-consent.
   • Share consent with Razorpay for Additional Factor Authentication (AFA).
   • Provide options to de-register tokens/delete cards.
   • Maintain logs of consent/compliance and provide to Razorpay upon request.
4. Indemnity:
   • Merchants indemnify Razorpay against losses from breaches of TokenHQ Terms.
5. Audits:
   • Razorpay/Facility Providers may audit Merchant's compliance at any time with notice.
6. Hashed String Storage:
   • Merchants are solely responsible for storing hashed strings.
7. Conflict Resolution:
   • Specific Terms prevail over General Terms; terms are construed harmoniously.

Specific Terms for Subscriptions Services (Part D)

1. Purpose:
   • Provides a platform for creating/managing subscription plans with automated recurring transactions.
2. Features:
   • Create multiple subscription plans.
   • Automatically charge customers per billing cycle.
   • Receive alerts on payment/subscription status.
3. Applicability:
   • Applies to debit, credit, prepaid instruments; excludes one-time payments.
4. Process:
   • Customers register for e-mandates with AFA validation by issuer banks.
   • First transaction may combine with registration; subsequent transactions require successful registration.
   • Razorpay initiates recurring payments unless e-mandate is modified/de-registered.
5. Merchant Responsibilities:
   • Obtain explicit customer consent for e-mandate processing/tokenization.
   • Share consent with Razorpay for AFA and registration.
   • Maintain records of consent/compliance for audits.
6. Liability:
   • Razorpay is not liable for:
     • Customer disputes over unauthorized transactions.
     • Hacking/phishing on Merchant's/third-party platforms.
     • Customer refund claims.
     • Outages by Facility Providers.
7. Indemnity:
   • Merchants indemnify Razorpay against losses from breaches.
8. Conflict Resolution:
   • Specific Terms prevail over General Terms; terms are construed harmoniously.

Razorpay Partner Program (Part E)

1. Purpose:
   • A referral program allowing Merchants to refer Razorpay services to clients/customers for rewards.
2. Participation:
   • Requires agreeing to Partner Terms of Use and Conditions and signing up as a partner.

Magic Checkout Services (Part F)

1. Purpose:
   • A checkout platform enabling customers to save/use shipping/billing details for orders.
2. Privacy and Data Protection:
   • Razorpay adopts reasonable security practices to protect customer Personally Identifiable Information (PII).
   • Merchants must obtain customer consent to share PII (e.g., name, email, phone, address) with Razorpay.
   • PII is used for verification, payment processing, fraud detection, marketing, and other Razorpay services.
3. Merchant Responsibilities:
   • Use Magic Checkout Services only for providing goods/services.
   • Obtain valid consents under Applicable Laws.
   • Notify Razorpay if customers withdraw PII consent.
4. RTO Protection:
   • Merchants may claim reimbursement for return shipping fees on "return to origin" (RTO) orders if:
     • Magic Intelligence feature is enabled.
     • Returns are due to Magic Intelligence failing to detect RTO orders.
     • Orders are not pre-paid.
   • Requires submission of validated return shipping invoices.
   • Invoices for RTO claims must be raised monthly; Razorpay settles within 30 days if conditions are met.
5. Indemnity:
   • Merchants indemnify Razorpay against claims/losses from breaches, including PII consent issues.
6. Conflict Resolution:
   • Specific Terms prevail over General Terms; terms are construed harmoniously.

Razorpay POS - Offline POS Devices & Payment Aggregation (Part B)

1. Services:
   • Provides offline payment collection/aggregation via POS Devices for legitimate business activities.
   • Razorpay POS is not liable for fund settlement if only providing Devices.
   • Settlements occur within 2 Escrow/Nodal Bank working days (net of deductions); additional VAS settlements per agreed timelines.
   • Razorpay POS may limit transaction values.
2. Device Provisions:
   • Devices support card/UPI payments, American Express (upon approval), mobile apps, and VAS (e.g., wallets, EMI schemes).
   • Merchants must provide KYC details for Device deployment.
   • Devices have a 24-month lock-in period (monthly plan); early deactivation incurs fees for remaining period.
   • Replacement Devices have a 36-month lock-in period.
   • Rental Devices must be returned upon termination.
3. Merchant Responsibilities:
   • Acknowledge Device receipt.
   • Provide infrastructure (e.g., mobile, internet) for installation.
   • Use Devices only at designated locations for authorized purposes.
   • Maintain Devices in good condition; prevent fraudulent/illegal use.
   • Not lease/resell Devices without Razorpay POS's consent.
   • Bear costs for Device damage/loss (unless purchased).
4. Ownership and Maintenance:
   • Rental Devices remain Razorpay POS's property; must be surrendered within 3 days of termination.
   • Leased Devices cannot be sold, encumbered, or modified without consent.
   • Merchants are liable for losses/damages due to negligence/misuse.
5. Chargebacks:
   • Merchants are liable for Chargeback Amounts.
   • Razorpay POS deducts Chargeback Amounts from Transaction Amounts; Merchants must provide documents within 3 days.
   • Non-compliance allows reversal to customer's Payment Instrument.
   • Razorpay POS may recover Chargebacks via deductions or debit notes (reimbursed within 7 days).
   • Upon termination, Razorpay POS withholds a Stipulated Percentage for 120 days to settle Chargebacks.
6. Refunds:
   • Merchants initiate Refunds at their discretion via Razorpay POS's software.
   • Refunds are routed to the original payment method.
   • Razorpay POS fees apply to all Transactions, including Refunds.
7. Payments:
   • Fees per Pricing Terms; deducted from settlements or via e-NACH/e-mandate.
   • Fees exclude taxes; Merchants bear tax variations.
   • Late payments incur 15% annual interest, service suspension, or set-off from settlements.