ADDITIONAL CLIENT 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 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’). “PhonePe” and “Client” are hereinafter individually referred to as “Party” and collectively as “Parties” as the context may so require. Unless it be repugnant to the context or meaning hereof each Party shall be deemed to mean and include its successors-in-interest and permitted assigns.
By usage of PhonePe B2B Services, the Client shall be contracting with PhonePe and these Additional Terms along with the Terms shall constitute the Client’s binding obligations towards the PhonePe. The Client hereby gives their express consent to abide by the terms and conditions of these Additional Terms and the Terms.
All defined terms used herein but not expressly defined shall have the same meaning as ascribed to them in the Terms.
For the purpose of availing PhonePe B2B Services, the Client agrees to pay such fees, in the manner as prescribed below:
PhonePe B2B Fee (except UPI recurring transactions): {{#unless isReferredMerchant}}
Payment Instrument(s)
Processing Fee*
[A]
Service Fee*
[B]
Total PhonePe B2B Fee(s)
[A+B]
Credit Card (Amex)
0.95%
1.95%
2.90%
Credit Card (Diners)
0.95%
2.90%
Credit Card (Corporate)
0.95%
2.90%
All other instruments (including UPI, DC, etc.)
NIL
1.95%
*“Processing Fee” shall mean such fee(s) charged by PhonePe for processing and enabling transactions for payment instruments (as described in the table above) for the Client.
“Service Fee” shall mean a flat percentage charged by PhonePe for purposes of managing, and operationationalizing PhonePe B2B Service(s) for the Client.
^The above fee shall be charged on gross transaction value on each transaction(s). The terms and conditions provided under these terms shall also be applicable to the Client.
{{/unless}} {{#if isReferredMerchant}} {{#each splitFeeRateMap}} {{/each}}
Payment Instrument(s)
Processing Fee*
[A]
Service Fee*
[B]
Total PhonePe B2B Fee(s)
[A+B]
{{@key}}
{{this.processingFee}}
{{this.serviceFee}}
{{this.totalFee}}
*“Processing Fee” shall mean such fee(s) charged by PhonePe for processing and enabling transactions for payment instruments (as described in the table above) for the Client.
“Service Fee” shall mean a flat percentage charged by PhonePe for purposes of managing, and operationationalizing PhonePe B2B Service(s) for the Client.
^The above fee shall be charged on gross transaction value on each transaction(s). The terms and conditions provided under these terms shall also be applicable to the Client.
{{/if}}
PhonePe B2B Fee (applicable for UPI recurring transaction(s)):
Frequency of UPI recurring transactions(s)**
PhonePe B2B Fee
One time registration
Amount Slab(s) (on gross transaction value)
0-250
NA
251 – above
NA
Annual recurring
NA
Any frequency other than annual recurring ^^
Amount slab(s) (on gross transaction value)
0-250
NA
251-1000
NA
1001 – above
NA
**PhonePe B2B Fee(s) shall be charged on gross transaction value on each transaction basis and would be dependent on periodicity of UPI recurring transaction(s) as mentioned in the table above. The terms and conditions provided under this Additional Terms shall also be applicable to the Client.
^^ PhonePe B2B Fee shall be levied for the transactions with the highest value which has been processed for a specific mandate in a particular Quarter, and PhonePe B2B Fee (for quarterly recurring transaction(s)) shall be deducted from the Settlement Amount on a quarterly basis, in accordance with the Terms. “Quarter” shall mean a calendar quarter.
^Terms and Conditions:
MDR (merchant discount rate) on UPI and RuPay Debit card(s) shall be zero.
All rates are exclusive of Goods and Services Tax (GST) and other taxes as applicable or as may become applicable by way of Government’s notifications or regulations.
Applicable TDS shall be deducted.
The Client shall bear and be responsible and liable for the payment of all relevant taxes including GST in relation to the Customer Payment.
PhonePe B2B Fee shall not be refunded in case of cancellation, Chargeback or refund of a transaction.
All Settlement Amount shall be made within T+1 working day where T is the date of transaction.
During settlement, both redemption (forward) & redemption cancellation (reverse) 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).
PhonePe will raise consolidated Goods and Service Tax (GST) invoices for the PhonePe B2B Services on the Client for every calendar month. Outstanding amounts and other monies reimbursable or other payable to PhonePe shall be payable by the Client within fifteen (15) days from the date of invoice.
Any delays by the Client in clearing outstanding dues will attract a late payment fee at the rate of 12% (twelve percent) per annum on the outstanding amount from the date such amount became due.
Client shall remit applicable TDS on PhonePe B2B Fee to the Income Tax department. PhonePe will reimburse the TDS Amount Quarterly upon submission of TDS certificate by the Client.
The PhonePe B2B 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.
It is hereby agreed between the Parties that the above stated PhonePe B2B 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 2025, then the Offer Period shall be valid till end of April, 2025. “Salt Key” shall mean the API key provided by PhonePe to the Client upon completion of onboarding of the Client for activation of PhonePe B2B Services.
It is further agreed between the Parties that the Offer Period is only applicable for total transactions processed by PhonePe via PhonePe B2B Services up to 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 Fee shall be charged.
In the event if the Client is being referred by a Referral Partner, or a TSP Referral Partner (as defined below) the terms provided under Annexure A to these Additional Terms shall be applicable to the Client.
The Client agrees to keep PhonePe fully indemnified at all times from and against all losses, damages, penalties, etc., incurred by or imposed on PhonePe to the extent it arises from any breach by the Client of these Additional Terms herein.
In the event of any conflict between the Terms and Additional Terms, the Additional Terms shall prevail over the Terms (to the extent of the conflict), to the maximum extent feasible, they shall be construed harmoniously.
Annexure A
In the event if the Client is being referred by a referral partner, following clauses shall be applicable to the Client:
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 upon clicking on the referral link generated for purposes referring to the Client via the Referral Partner for availing PhonePe B2B Services, or in any other manner communicated by PhonePe to the Client (in writing).
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. In light of the same, the Client gives its consent to PhonePe and authorizes PhonePe to share such Confidential Information which shall be limited to the total transaction processed value of all transactions facilitated by PhonePe with respect to PhonePe B2B Services provided by PhonePe pursuant to the Terms (“Client Information”).
The Client shall ensure that the Referral Partner is made to be 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.
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.
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:
The Client hereby declares and undertakes that it has appointed TSP Referral Partner as its technology service provider for the purpose of enabling Integration with PhonePe for PhonePe B2B Services. The details of such TSP Referral Partner can be accessed by the Client upon clicking on the referral link generated for purposes referring to the Client via the TSP Referral Partner for availing PhonePe B2B Services, or in any other manner communicated by PhonePe to the Client (in writing).
In light of the above, 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 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 reconciliation purposes only and would be governed by the terms and conditions provided in agreement between Referral Partner and the Client.
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.
Parties agree that the TSP Referral Partner shall be required to gain access of Salt Keys and/or Client MID, provided to the Client by PhonePe. 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).