Power of Attorney Format for Razorpay

DOCUMENT CONTROL AND SPECIFICATION

Document Title: Specific Power of Attorney for Payment Gateway Management (Razorpay) Document ID: POA-RZP-ENG-2024-V1.01 Effective Date: [Date] Governing Jurisdiction: [State/Province, Country] Version Control: 1.01 (Institutional Grade)

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STATUTORY & LEGAL COMPLIANCE NOTICE

LEGAL DISCLAIMER: This document is a formal legal instrument. A Power of Attorney (POA) confers significant legal authority upon the Attorney-in-Fact. This template is designed for corporate use in authorizing a representative to manage Razorpay Software Private Limited ("Razorpay") platform activities. The enforceability of this document is subject to the laws of the Governing Jurisdiction. Certain jurisdictions require this document to be executed on non-judicial stamp paper of a specific denomination and/or notarized by a Notary Public to be legally valid. Consult with local legal counsel to ensure compliance with regional "Powers of Attorney" Acts or equivalent statutes.

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1. PARTIES AND RECITALS

1.1 THE PRINCIPAL: [Company Full Legal Name], a corporation duly organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Principal Address] (hereinafter referred to as the "Principal").

1.2 THE ATTORNEY-IN-FACT: [Authorized Signatory/Employee Full Legal Name], [Title/Role], residing at [Agent's Residential Address], holding [Government ID Type, e.g., Passport/PAN/SSN] No. [Number] (hereinafter referred to as the "Attorney-in-Fact").

1.3 RECITALS: WHEREAS, the Principal is a merchant/entity seeking to utilize the payment processing, gateway, and financial services provided by Razorpay Software Private Limited and its affiliates (collectively, "Razorpay"); WHEREAS, the Principal requires a competent representative to act on its behalf to execute agreements, fulfill Know Your Customer (KYC) requirements, and manage the digital payment infrastructure; NOW, THEREFORE, the Principal hereby constitutes and appoints the Attorney-in-Fact to act in the Principal's name and stead for the specific purposes set forth herein.

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2. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION I: SCOPE OF AUTHORITY & ENGAGEMENT

The Principal hereby grants the Attorney-in-Fact the authority to perform all acts necessary to onboard, maintain, and manage the Principal's account with Razorpay. This includes, but is not limited to: (a) the execution of the Razorpay Terms of Service and Merchant Agreement; (b) the submission of corporate documentation, financial records, and identity verification materials; (c) the configuration of API integrations and webhooks; and (d) the selection of specific Razorpay products (e.g., RazorpayX, Route, Smart Collect).

SECTION II: FINANCIAL POWERS AND COMPENSATION TERMS

The Attorney-in-Fact is authorized to:

1. Bank Linkage: Link the Principal’s designated bank account(s) to the Razorpay dashboard for the purpose of receiving settlements.
2. Fee Authorization: Accept and authorize the deduction of transaction fees, convenience fees, and service taxes as stipulated in the Razorpay fee schedule.
3. Refunds & Chargebacks: Authorize and process refunds to customers and represent the Principal in the dispute of chargebacks.
4. Compensation: The Principal shall remain solely responsible for all payments due to Razorpay. Any late interests or penalties arising from the Principal’s failure to maintain sufficient funds for reversals shall be the liability of the Principal. The Attorney-in-Fact shall not be personally liable for the Principal's financial obligations unless caused by gross negligence or willful misconduct.

SECTION III: INTELLECTUAL PROPERTY & WORK PRODUCT

All data, transaction logs, customer information, and credentials generated through the use of Razorpay services are "Work Made for Hire" and shall remain the exclusive Intellectual Property (IP) of the Principal. The Attorney-in-Fact acquires no ownership rights to the Principal's brand, customer lists, or financial data accessed during the term of this Power.

SECTION IV: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

The Attorney-in-Fact shall maintain strict confidentiality regarding all "Confidential Information," which includes API keys, client secrets, transaction volumes, and settlement patterns. Disclosure is permitted only: (a) to Razorpay as required for service fulfillment; (b) to the Principal’s legal/accounting advisors; or (c) as required by a court of competent jurisdiction. This obligation survives the termination of this Power for a period of five (5) years.

SECTION V: TERM AND TERMINATION

1. Term: This Power shall commence on the Effective Date and remain in full force until [Expiry Date] or until revoked in writing by the Principal.
2. Termination for Convenience: The Principal may revoke this Power at any time by providing written notice to the Attorney-in-Fact and Razorpay.
3. Termination for Breach: Immediate revocation shall occur upon any breach of fiduciary duty or unauthorized use of the Principal's financial assets by the Attorney-in-Fact.
4. Cure Period: In the event of a technical or administrative breach, the Attorney-in-Fact shall have a period of five (5) business days to cure such breach following written notice.

SECTION VI: REPRESENTATIONS AND WARRANTIES

The Principal represents and warrants that: (a) it is a legally solvent entity; (b) the appointment of the Attorney-in-Fact does not violate any existing bylaws or third-party agreements; and (c) all information provided to Razorpay through the Attorney-in-Fact is true and accurate.

SECTION VII: LIMITATION OF LIABILITY AND INDEMNIFICATION

The Principal shall indemnify, defend, and hold harmless the Attorney-in-Fact from and against any and all claims, losses, or damages arising out of the Attorney-in-Fact’s exercise of the powers granted herein, provided such acts were performed in good faith. The total liability of the Attorney-in-Fact to the Principal for any non-willful errors shall be limited to the amount of [Amount in USD/Local Currency].

SECTION VIII: DISPUTE RESOLUTION AND ARBITRATION

Any dispute arising out of or in connection with this Power, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the [Arbitration Rules, e.g., LCIA/UNCITRAL/SIAC]. The seat of arbitration shall be [City, Country]. The language of the proceedings shall be English.

SECTION IX: GOVERNING LAW

This Power of Attorney shall be governed by and construed in accordance with the laws of [State/Province, Country], without regard to its conflict of law principles.

SECTION X: MISCELLANEOUS PROVISIONS

1. Severability: If any provision of this Power is held invalid, the remainder shall remain in full force.
2. Entire Agreement: This document constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements.
3. Ratification: The Principal hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of this Power.

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3. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Principal has caused this Power of Attorney to be executed by its duly authorized officer as of the Effective Date first written above.

FOR THE PRINCIPAL [COMPANY NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [e.g., CEO / Director / Managing Partner] Company: [Company Full Legal Name] Date: [Date] (Affix Corporate Seal Here, if applicable)

FOR THE ATTORNEY-IN-FACT:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Agent Title/Role] Date: [Date]

WITNESS ATTESTATION (Optional but Recommended):

1. Signature: __________________ Name: __________________ Date: __________
2. Signature: __________________ Name: __________________ Date: __________

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4. STEP-BY-STEP EXECUTION & FILING GUIDE

STEP 1: Document Customization

• Open this document in Microsoft Word or Google Docs.
• Replace all bracketed text (e.g., [Company Full Legal Name]) with the actual legal data. Ensure the "Effective Date" matches the date of the final signature.

STEP 2: Verify Signatory Authority

• Ensure the individual signing for "The Principal" has the board-delegated authority to grant Power of Attorney (usually a CEO, CFO, or Director backed by a Board Resolution).

STEP 3: Local Law Compliance (STAMPING)

• Crucial for India/Global: If using this for Razorpay India, you must print this on Non-Judicial Stamp Paper. The value of the stamp paper varies by state (e.g., ₹100, ₹500).
• Notarization: Take the executed document to a Notary Public. The Notary must witness the signatures and apply their seal/stamp.

STEP 4: Digital Execution (If permitted)

• If Razorpay accepts digital signatures for your specific region, upload the finalized Word document to DocuSign or Adobe Sign.
• Use "Certified Digital Signatures" only. Simple "typed" signatures may be rejected during KYC.

STEP 5: Submission to Razorpay

• Scan the notarized/stamped document in high resolution (color).
• Upload the PDF to the Razorpay Dashboard under the 'Documents' or 'KYC' section.

STEP 6: Record Retention

• Store the original physical copy in a secure corporate fireproof safe.
• Maintain a digital copy in your permanent Corporate Secretary file. Ensure the document ID is logged in your contract management system.