ADDITIONAL THIRD PARTY TERMS AND CONDITIONS – ONLINE (B2B)

ADDITIONAL THIRD PARTY TERMS AND CONDITIONS – ONLINE (B2B)

These Additional Client Terms and Conditions – Online (B2B) ( "Additional Terms") is made pursuant to the Client Terms and Conditions – Online (B2B) accepted by the Client ("Terms") and shall be applicable to the Client on availing the PhonePe B2B Services being enabled/ provided by PhonePe.

Wherever the context so requires ‘Client/You/Your’ shall mean any natural or legal person who has registered as a Client with PhonePe and has accepted the Terms. The term "We", "Us", "Our", "PhonePe", "Company" shall mean PhonePe Limited (Formerly known as 'PhonePe Private Limited').

By usage of PhonePe B2B Services, You shall be contracting with PhonePe and these Additional Terms along with the Terms shall constitute Your binding obligations towards the Company and You hereby give Your express consent to abide by the terms and conditions of these Additional Terms.

1. All defined terms used herein but not expressly defined shall have the same meaning as ascribed to them in the Terms.

2. Commercials:
   Client shall pay to PhonePe, the Fee(s) as detailed below:
   {{#unless isReferredMerchant}} PhonePe B2B Service Fee* – 1.95 % of the gross transaction value for transactions across all payment instruments (on each transaction basis) except for below mentioned instruments. {{/unless}} {{#unless isReferredMerchant}}

Instrument

PhonePe B2B Service Fee*

Credit Card (Amex) :-  2.90%

Credit Card (Diners) :- 2.90%

Credit Card (Corporate) :- 2.90%
**The PhonePe Service Fee shall be charged on a per transaction basis. The transaction(s) would be dependent on the periodicity of the mandate i.e. either monthly or annual
{{/unless}} {{#if isReferredMerchant}}

1. PhonePe B2B service Fee* - (as provided below) on gross transaction value (on each transaction basis){{#each rateMap}} {{/each}}

Service

PhonePe B2B Service Fee* 

{{@key}}   :  {{{this}}}

2. Only the instruments/services listed above will be supported.

3. The following commercials will be applicable for recurring transactions

Fee Type

Fee* ( in INR per mandate setup ) 

PhonePe B2B Service fee for Mandate Setup

Not applicable

4. Mandate Setup Fee shall mean setup of a recurring payment mandate by a Customer for making payments (anually/monthly) to the Client via UPI
     Fee Type

Amount slabs (gross transaction value)

Fee* (INR per transaction)

Phonepe B2B Service Fee(annual recurring)**

Not Applicable

Not Applicable

Phonepe B2B Service Fee(monthly recurring)**

Not Applicable

Not Applicable

5. **The PhonePe Service Fee shall be charged on a per transaction basis. The transaction(s) would be dependent on the periodicity of the mandate i.e. either monthly or annual

{{/if}}  *Note: a) All rates are exclusive of Goods and Services Tax and other taxes as applicable or may become applicable by way of Government’s notifications or regulations; b) Applicable TDS shall be deducted; c) Client shall bear and be responsible and liable for the payment of all relevant taxes including GST in relation to the Customer Payment made by its Customer pursuant to these Terms; d) PhonePe B2B Service Fee shall not be refunded in case of cancellation, Chargeback or refund of the transaction; e) Any delays by the Client in clearing outstanding dues as stated in the invoices will attract a late payment fee at the rate of 12% (twelve percent) per annum on the outstanding amount.

4. Payment to Client:

1. All payments shall be made within T+1 day where T is the date of transaction.

2. During settlement, both redemption & redemption cancellation transactions will be netted off within seven (7) working days. If the Settlement Amount for any day is negative (i.e. there is an amount payable by the Client), PhonePe shall be entitled to recover the balance amounts from any amounts due to the Client, including from subsequent Settlement Amount(s).

3. Consolidated Goods and Service Tax (GST) Invoice will be given for every month. PhonePe will raise consolidated invoices on the Client on a monthly basis. Outstanding amounts and other monies reimbursable or other payable to PhonePe shall be payable by the Client within 15 (fifteen) days from the date of invoice.

4. Client shall remit applicable TDS on PhonePe B2B Service Fee to the Income Tax department. PhonePe will reimburse the TDS amount to the Client on a quarterly basis, upon submission of TDS Certificate by the Client to PhonePe.

5. The PhonePe B2B Service Fee may be adjusted to reflect increases or decreases by the RBI/NPCI/any other regulatory body/authority and the adjusted fee shall become effective upon notice issued by PhonePe to the Client, via email in this regard.

6. It is hereby agreed between the Parties that the above stated PhonePe B2B Service Fee shall not be levied by PhonePe on the Clients till the end of second month starting from generation of Salt Key by PhonePe("Offer Period"), whereby the month in which the Salt Key is generated shall be treated as the first month irrespective of the date on which such Salt Key was generated. Illustration- In case the Salt Key is generated on 15th March, 2024, then the Offer Period shall be valid till end of April, 2024.

7. It is further agreed between the Parties that the Offer Period is only applicable for total transactions upto a limit of INR. 2,00,000/- (Rupees Two Lakhs only) ("Benchmark TPV"). In case the value of transactions exceed the Benchmark TPV or expiry of Offer Period (whichever is earlier), applicable PhonePe B2B Service Fee shall be charged.

Annexure A

1. In the event if the Client is being referred by a partner, following clauses shall be applicable to the Client:

1. The Client hereby agrees and declares to PhonePe, that the Client has been referred to PhonePe, for the purposes of availing PhonePe B2B Services, via a referral partner (“Referral Partner”). The details of such Referral Partner can be accessed by the Client in a manner as communicated to the Client, in writing (via email).

2. Based on the terms and conditions agreed between the Client and the Referral Partner, the Referral Partner requires certain information of the Client in lieu of the transactions facilitated by PhonePe for the Client with respect to the PhonePe B2B Services extended by PhonePe to the Client. In light of the same, and as an exception to the clause 6(a) of the Terms, the Client gives its consent to PhonePe, and authorises PhonePe to share such Confidential Information which shall be limited to the total transaction value of all transactions facilitated by PhonePe with respect to PhonePe B2B Services provided by PhonePe pursuant to the Terms (“Client Information”).

3. The Client shall ensure that the Referral Partner is bound by the confidentiality obligations with respect to such Client Information and shall ensure that the Referral Partner takes necessary steps to protect such Client Information against the misuse, loss or destruction by the Referral Partner. Further, the Client hereby agrees that Referral Partner’s usage and retention right(s) with respect to Client Information (shared with the Client by PhonePe, as provided under this Annexure), shall be limited to reconciliation purposes, and shall be governed by the terms and conditions provided in the Agreement between Referral Partner and the Client.

4. The Client agrees to indemnify and hold harmless PhonePe from all losses, claims, disputes, liabilities, arising out of breach of Client’s / Referral Partner obligations as laid out under the Annexure A of these Additional Terms.

2. In the event if the Client is being referred by a partner who is providing technical integration to the Client in order to enable the Client to seek PhonePe B2B Services (“TSP Referral Partner”), then the following clauses shall be applicable to the Client:

1. Client and the TSP Referral Partner have entered into an agreement (“Agreement”) whereby the Client has appointed TSP Referral Partner as its technology service provider for the purposes of enabling / providing technical Integration with PhonePe for PhonePe B2B Services. Further, it is hereby clarified that the details of such TSP Referral Partner tagged to the Client, can be accessed by the Client upon clicking on the referral link generated for purposes referring the Client via the TSP Referral Partner for availing PhonePe B2B Services. In light of the same, the Client has authorised the TSP Referral Partner to undertake the required Integration in the manner as provided under clause 3(k) of the Terms, and hereby acknowledges that the TSP Referral Partner would work with PhonePe to enable the technical Integration required for the PhonePe B2B Services.

2. In light of the above, and as an exception to clause 6(a) of the Terms, the Client hereby gives its consent to PhonePe and authorises PhonePe to share certain Confidential Information in relation to the Client with the TSP Referral Partner which shall be limited to (i) the total transaction value (with a break-up of applicable payment instrument enabled by PhonePe) of all the transactions facilitated by PhonePe with respect to PhonePe B2B Services provided to the Client by PhonePe pursuant to the Terms and Additional Terms, (ii) transaction source details (on each transaction level basis happening via Client Platform), (iii) payment status of a transaction, (iv) transaction ID (on each transaction basis happening via Client Platform, (v) Unique transaction reference ID (UTR) / Bank ID with respect to each transaction enabled via PhonePe B2B Services for the Client (“Client Transactional Information”). The Client shall ensure that the TSP Referral Partner is bound by the confidentiality obligations with respect to such Client Transactional Information and shall ensure that the TSP Referral Partner takes necessary steps to protect such information against the misuse, loss or destruction by the TSP Referral Partner.
   
   Further, the Client hereby agrees that TSP Referral Partner’s usage and retention right(s) with respect to Client Transaction Information shall be limited for the reconciliation purposes only and would be governed by the terms and conditions provided in the Agreement between Referral Partner and the Client.

3. Further, with respect to the technical Integration enabled by the TSP Referral Partner (as provided in this Annexure), the Client hereby acknowledges and declares to PhonePe that it has authorised the TSP Referral Partner to perform below mentioned activities / action(s) on Client’s behalf and Client agrees that PhonePe shall rely on such activities / action(s) performed by the TSP Referral Partner, as if the same would have been performed / actioned upon by the Client. Such actions / activities would include (i) initiation of payment / creation of payment link(s) for a particular transaction initiated via Client Platform, (ii) consummation of payment response with respect to a transaction, (iii) checking status of a particular transaction, and/or (iv) initiation of refund(s), responses / commands provided by the TSP Referral Partner on behalf of the Client, in relation to a particular transaction in lieu of PhonePe B2B Services.

4. In lieu of the technical Integration being enabled by the TSP Referral Partner for PhonePe B2B Services, Parties agree that the TSP Referral Partner shall be required to gain access of PhonePe Credentials, provided to the Client by PhonePe in accordance with the Terms. For the purposes of the same, PhonePe hereby authorises Client to share such PhonePe Credentials with the TSP Referral Partner for the limited purposes of enablement of Technical Integration during the Tenure of the Terms. Such PhonePe Credentials shall be considered as PhonePe’s Confidential Information under the Terms. In relation to PhonePe Credentials, the Client agrees that the TSP Referral Partner / Client shall be bound by the confidentiality obligations provided under the Terms (as amended from time to time).

5. The Client agrees to indemnify and hold harmless PhonePe from all losses, claims, disputes, liabilities, arising out of breach of Client’s / TSP Referral Partner obligations as laid out under Annexure A of these Additional Terms.

Published at: 5/15/2025, 3:00:00 PM (IST)