This document forms part of your agreement with Xscade Technologies Private Limited.
This Commission, Billing & Suspension Policy (the "Billing Policy") explains how the Commission you pay to Xscade Technologies Private Limited ("Xscade", "we", "us" or "our") is calculated, invoiced and paid, and what happens if it is not paid. It forms part of the Agreement. Capitalised terms that are not defined here have the meanings given in the White-Label Reseller Agreement (the "Reseller Agreement").
All amounts are in Indian Rupees (INR, ₹). All dates and times are in India Standard Time (IST, UTC+05:30).
1. Key terms
- "Active Subscription" has the meaning given in clause 4.2.
- "Commission Rule" means the rule used to calculate Commission for a Platform Tier: either the Percentage Rule or the Flat Rule.
- "Default Rates" means the Commission Rules we set for all partners for each Platform Tier.
- "End-Customer Subscription" means a subscription to a Partner Plan that is created through the Partner Site in your Connected Razorpay Account.
- "Flat Rule" has the meaning given in clause 2.2(b).
- "Grace Period" has the meaning given in clause 8.1.
- "Overdue Invoice" means a Commission Invoice that is still unpaid after its Grace Period has ended.
- "Partner-Specific Rate" means a Commission Rule agreed with you that replaces the Default Rate for a Platform Tier.
- "Payment Link" means the Razorpay payment link that we create on our own Razorpay account for a Commission Invoice.
- "Percentage Rule" has the meaning given in clause 2.2(a).
- "Test Mode" means Razorpay's test environment, used with test-mode API keys.
2. Commission Rules
2.1 Commission is set per Platform Tier. Each Partner Plan is mapped to a Platform Tier (currently Pro or Elite). Commission is calculated separately for each Platform Tier using the Commission Rule for that tier. The name and price you give a Partner Plan do not affect which rule applies; only its Platform Tier does.
2.2 Types of rule. For each Platform Tier, the Commission Rule is one of the following:
- (a) the "Percentage Rule": a stated percentage of every End-Customer Payment for Partner Plans of that tier captured during the Billing Month; or
- (b) the "Flat Rule": a stated fixed amount for each End-Customer Subscription of that tier that was an Active Subscription at any time during the Billing Month.
Different Platform Tiers may use different types of rule.
2.3 Which rates apply. The Default Rates apply unless we have agreed a Partner-Specific Rate with you for a Platform Tier. A Partner-Specific Rate replaces the Default Rate for that tier only. The Commission Rules that currently apply to you are shown in the billing section of the Partner Panel.
2.4 What is counted. Only End-Customer Payments and End-Customer Subscriptions in your Connected Razorpay Account are counted. Test Mode payments and subscriptions are never counted (see clause 5).
3. Percentage Rule
3.1 Calculation. Under the Percentage Rule, the Commission for a Platform Tier for a Billing Month is the stated percentage multiplied by the total of all End-Customer Payments for Partner Plans of that tier captured during that Billing Month.
3.2 Timing. A payment belongs to the Billing Month in which Razorpay records it as captured or paid, in IST.
3.3 Amount counted. The amount counted is the full amount captured from the End Customer, as reported by Razorpay. It includes any tax you included in your price, and Razorpay's fees are not deducted. Refunds, chargebacks and amounts you later write off are not deducted, except as allowed under clause 10.4.
3.4 Annual plans. An annual payment is counted once, in full, in the Billing Month in which it is captured.
3.5 Renewals. Each renewal payment is a separate End-Customer Payment.
3.6 Rounding. The Commission for each Platform Tier is rounded to the nearest paisa.
3.7 Worked example. Suppose your Commission Rule for Pro is the Percentage Rule at 20%. During October 2026 (from 00:00 IST on 1 October to the end of 31 October IST), your Connected Razorpay Account captures the following payments for Partner Plans mapped to Pro:
- 15 monthly payments of ₹999 each: ₹14,985, counted;
- 2 annual payments of ₹9,990 each: ₹19,980, counted;
- 1 payment of ₹999 made in Test Mode: not counted.
A payment captured at 23:50 IST on 31 October is counted in October. A payment captured at 00:10 IST on 1 November is counted in November. The calculation is:
- Counted total: ₹14,985 + ₹19,980 = ₹34,965
- Pro Commission for October: 20% × ₹34,965 = ₹6,993.00
The two annual subscribers generate no further Pro Commission under the Percentage Rule until their next annual payments are captured.
4. Flat Rule
4.1 Calculation. Under the Flat Rule, the Commission for a Platform Tier for a Billing Month is the stated amount multiplied by the number of End-Customer Subscriptions of that tier that were Active Subscriptions at any time during that Billing Month. Each subscription is counted at most once per Billing Month, however long it was active in that month and whatever its price.
4.2 Active Subscription. An End-Customer Subscription is an "Active Subscription":
- (a) from the time the Platform first records that a payment for it has been captured, or that Razorpay reports it as active;
- (b) including while Razorpay is retrying a failed renewal payment; and
- (c) until it is cancelled, completed, expired, halted or paused in Razorpay, using the end time Razorpay reports or, if Razorpay does not report one, the time the Platform records the change.
A subscription that is created but never paid, for example an abandoned checkout, is never an Active Subscription.
4.3 Cancellation at the end of a period. When an End Customer cancels through the Partner Site, the cancellation takes effect at the end of the billing period already paid for. The subscription remains active until then and is counted for each Billing Month up to and including the month in which that period ends.
4.4 Annual subscriptions. An annual End-Customer Subscription is counted in every Billing Month in which it is an Active Subscription, not only in the month in which it is paid.
4.5 Resumed subscriptions. If a paused or halted subscription is later resumed, it is counted again from the Billing Month in which it resumes.
4.6 Worked example. Suppose your Commission Rule for Elite is the Flat Rule at ₹300 per Active Subscription. In October 2026 your Elite End-Customer Subscriptions were:
- 9 monthly subscriptions active throughout October: counted (9);
- 1 annual subscription paid in March 2026 and still active: counted (1);
- 2 new subscriptions first paid on 28 October: counted (2);
- 1 subscription halted on 3 October after failed renewal payments: counted, because it was active from 1 to 3 October (1);
- 1 subscription cancelled in September whose paid period ended on 20 September: not counted;
- 1 subscription created in Test Mode: not counted;
- 1 checkout abandoned without payment: not counted.
The calculation is:
- Active Subscriptions: 9 + 1 + 2 + 1 = 13
- Elite Commission for October: 13 × ₹300 = ₹3,900.00
5. Exclusions
5.1 Test Mode. Payments and subscriptions made with Razorpay test-mode API keys are excluded. You must not use Test Mode to provide the Service to real End Customers. If you do, it is a material breach of the Agreement, and we may calculate Commission on that use as if the payments and subscriptions had been made in live mode.
5.2 Subscriptions never paid. Subscriptions that never become Active Subscriptions are excluded.
6. Taxes
6.1 Tax on Commission. Commission is exclusive of taxes. If GST or any other tax applies to the Commission, we add it to the Commission Invoice at the applicable rate and show it separately. The tax rate, if any, is shown in the Partner Panel and on each Commission Invoice.
6.2 Your GST details. If you are registered for GST, keep your GSTIN and registered business details up to date in the Partner Panel.
6.3 Tax deducted at source. The Payment Link accepts only the full amount of a Commission Invoice. If you are required by law to deduct tax at source from a payment to us, you must tell us at info@xscade.com before the Grace Period ends so that we can agree how the payment will be made and accounted for. You must pay any amount you deduct to the government on time and give us the relevant certificate.
6.4 Your own taxes. You are responsible for all taxes on your sales to End Customers.
6.5 Worked example of a full invoice. Using the examples in clauses 3.7 and 4.6, your Commission Invoice for October 2026 would show:
- Pro, Percentage Rule: 20% of ₹34,965 collected from 17 payments = ₹6,993.00
- Elite, Flat Rule: 13 Active Subscriptions × ₹300 = ₹3,900.00
- Subtotal: ₹10,893.00
- GST at 18%, if applicable: ₹1,960.74
- Total payable: ₹12,853.74
If no tax applies, the total payable is ₹10,893.00.
7. Commission Invoices and payment
7.1 Issue. After each Billing Month ends, we issue one Commission Invoice for that month, normally on the first day of the following month. Before issuing it, we reconcile your End-Customer Payments and End-Customer Subscriptions directly from your Connected Razorpay Account (see clause 11).
7.2 Contents. Each Commission Invoice shows the Billing Month and, for each Platform Tier on which Commission is due, the Commission Rule applied, the base (the total payments collected or the number of Active Subscriptions) and the amount, followed by the subtotal, any tax and the total.
7.3 Nil invoices. If no Commission is due for a Billing Month, the Commission Invoice is issued for ₹0 and marked as settled, and you do not need to do anything.
7.4 Delivery. Each Commission Invoice is shown, with its Payment Link, in the billing section of the Partner Panel. We create the Payment Link on our own Razorpay account. Razorpay also sends it to your registered email address and, if you have given one, by SMS to your registered mobile number, and may send you reminders. Not receiving an email or SMS does not change when the invoice is due.
7.5 Due date. Each Commission Invoice is due for payment immediately when it is issued.
7.6 How to pay. Pay through the Payment Link, using any payment method Razorpay offers. The Payment Link accepts the full invoice amount only. We may also accept payment by another method that we agree with you in writing, such as a bank transfer, in which case the invoice is marked as paid when we confirm receipt of cleared funds.
7.7 When payment is recorded. A Commission Invoice is paid when Razorpay confirms that its Payment Link has been paid. We detect this automatically, through Razorpay's notification to us, when you return to the Partner Panel after paying, and through regular status checks. You can also refresh an invoice's status in the Partner Panel.
7.8 If the Payment Link is unavailable. If a Payment Link cannot be created or does not work for reasons on our side or Razorpay's side, tell us at info@xscade.com before the Grace Period ends, and we will provide another way to pay or extend the Grace Period.
7.9 Estimates. The Partner Panel may show an estimate of the Commission for the current Billing Month. It is for information only. The Commission Invoice is calculated after the Billing Month ends.
8. Grace Period
8.1 Length. Each Commission Invoice has a "Grace Period" that starts when the invoice is issued with a working Payment Link (if we cannot create the Payment Link at first, the Grace Period starts only when we do) and lasts for the number of days set by us and shown in the Partner Panel when the invoice is issued. The standard Grace Period is currently 2 days (48 hours). The exact time at which an invoice's Grace Period ends is shown on that invoice in the Partner Panel.
8.2 Example. If an invoice is issued at 00:45 IST on 1 November with a 2-day Grace Period, its Grace Period ends at 00:45 IST on 3 November.
8.3 Changes. We may lengthen the standard Grace Period at any time. We will give you at least 30 days' notice of any reduction, and a reduction applies only to Commission Invoices issued after the notice period ends. We may also extend the Grace Period of a particular invoice at our discretion. An extension for one invoice does not apply to any other invoice.
9. Suspension for non-payment
9.1 Automatic and immediate. If a Commission Invoice is still unpaid when its Grace Period ends, the Service is Suspended automatically at that moment, without further notice.
9.2 What Suspension means. While the Service is Suspended for non-payment:
- (a) the Partner Site, including your home and pricing pages and End-Customer dashboards, shows a neutral notice that the service is temporarily unavailable. The notice does not state the reason for the Suspension;
- (b) End Customers cannot use their dashboards or any other part of the Service;
- (c) AI features, including AI review drafting and AI replies, are refused, and automated features such as scheduled posts and automatic replies may not run;
- (d) Reviewers who scan an End Customer's QR code or open a review link see the notice and, where the End Customer's Google review link is available, are directed to leave their review directly on Google; and
- (e) no new End-Customer sign-ups or subscriptions can be started.
9.3 What does not change. During a Suspension for non-payment:
- (a) the Partner Panel remains available so that you can view and pay your invoices;
- (b) your data and End-Customer Data are retained and are not deleted because of the Suspension;
- (c) End-Customer Subscriptions in your Connected Razorpay Account are not paused or cancelled, so Razorpay may continue to charge End Customers. You are solely responsible for communicating with End Customers and for any refund, credit or compensation you give them for the period of the Suspension; and
- (d) Commission continues to accrue under clauses 3 and 4 on End-Customer Payments captured, and on Active Subscriptions, during the Suspension.
9.4 Restoration. The Suspension is lifted automatically as soon as no Overdue Invoice remains, that is, when every Commission Invoice whose Grace Period has ended has been paid. This normally happens within a few minutes after Razorpay confirms payment. If the Service has not been restored within an hour after you pay, refresh the invoice status in the Partner Panel or contact us at info@xscade.com.
9.5 Other suspensions. This clause 9 applies only to Suspension for non-payment. A suspension for any other reason under clause 7.2 of the Reseller Agreement is not lifted by payment, and is lifted only when we restore the Service.
10. Billing disputes
10.1 Time limit. If you believe a Commission Invoice is incorrect, you must tell us by email to info@xscade.com within 15 days after the invoice was issued, quoting the invoice number, the amount you dispute and your reasons, with supporting information such as Razorpay reports. After that period the invoice is treated as accepted, except for errors that you could not reasonably have discovered within it.
10.2 Undisputed amounts. You must pay all undisputed amounts when due. Raising a dispute does not pause the Grace Period unless we confirm in writing that it does.
10.3 How we handle disputes. We will review each dispute in good faith and respond within a reasonable time. If you raise a reasonable, good-faith dispute before the Grace Period ends, we will, where practicable before the Grace Period ends, either extend the Grace Period of that invoice until we respond, or cancel the invoice and issue a corrected Commission Invoice for the undisputed amount with its own Grace Period.
10.4 Corrections. If we agree that an invoice was wrong, we will cancel it and issue a corrected Commission Invoice or, if you have already paid, refund the amount you overpaid. If an End-Customer Payment was taken in error, for example a duplicate charge, and you refunded it in full, you may dispute the Commission on that payment under this clause 10.
10.5 Disputes resolved in our favour. If we reject a dispute, any amount still unpaid must be paid by the end of the Grace Period stated in our response, failing which clause 9 applies.
11. Reconciliation and records
11.1 How we reconcile. We calculate Commission from data we read directly from your Connected Razorpay Account using the API keys you provide, namely End-Customer Subscriptions and their invoices and payments. We do this regularly and always before issuing a Commission Invoice, so reconciliation does not depend on you configuring webhooks. Our records of that data are the basis of the Commission, subject to clause 10. If we cannot read your Connected Razorpay Account when a Billing Month ends, we may wait up to 3 days before issuing that month's Commission Invoice.
11.1A Late-recorded payments. Each Commission Invoice covers every payment that has not been included in an earlier Commission Invoice and was collected before the end of its Billing Month. A payment we learn about only after the invoice for its Billing Month was issued (for example, because of an outage) is included in the next Commission Invoice at that invoice's rates. Each payment is billed at most once.
11.2 Your obligations. You must:
- (a) sell Partner Plans, and collect every payment for the Service from End Customers, only through the Partner Site checkout and your Connected Razorpay Account;
- (b) not sell, bill or collect payment for the Service, or give anyone access to it, by any other means (such as another payment gateway, bank transfer or cash) in order to avoid or reduce Commission. Fees for your own, genuinely separate services, such as consulting or managed services that you perform, are not subject to Commission, but you must not shift the price of the Service into such fees in order to reduce Commission;
- (c) keep the Connected Razorpay Account active and its API keys valid and up to date in the Partner Panel while any End-Customer Subscription is active, and if you regenerate the keys, enter the new keys promptly;
- (d) not replace the Connected Razorpay Account with a different Razorpay account while End-Customer Subscriptions created in it remain active, unless we agree in writing, because we reconcile each subscription in the account in which it was created;
- (e) not use Test Mode to provide the Service to real End Customers; and
- (f) not change End-Customer Subscriptions in Razorpay outside the Partner Site in a way that lets an End Customer keep using paid features without a corresponding Active Subscription or End-Customer Payment.
11.3 Information. On reasonable request, you will give us Razorpay settlement reports and any other records reasonably needed to verify the Commission.
11.4 If we cannot reconcile. If we cannot read the data we need because of something you did or failed to do, we may calculate Commission on the best information available to us, including records on the Platform and information you provide, and we may suspend the Service under clause 7.2 of the Reseller Agreement until access is restored.
11.5 Underpayment. If Commission was underpaid because of a breach of clause 11.2, we may invoice the shortfall. That invoice is due on issue and has the standard Grace Period. Such a breach is also a material breach of the Agreement.
12. Prolonged non-payment
If any Commission Invoice remains unpaid 30 days after it was issued, we may terminate the Agreement by notice under clause 15.5(a) of the Reseller Agreement. Termination does not cancel any amount you owe. Until the invoice is paid or the Agreement is terminated, the Service remains Suspended as described in clause 9.
13. Changes to rates and to this Policy
13.1 Notice of changes. We may change the Default Rates, the type of Commission Rule for a Platform Tier, or a Partner-Specific Rate (if its terms allow), by giving you at least 30 days' notice by email and in the Partner Panel. The change applies from the first Billing Month that begins after the notice period ends and does not affect Commission for earlier Billing Months. For example, if we give notice on 10 October 2026, the notice period ends on 9 November 2026 and the change applies from the December 2026 Billing Month, which is invoiced in early January 2027.
13.2 Reductions. We may reduce rates or waive Commission at any time without notice. A reduction applies from the date we state.
13.3 Changes in tax law. A change to the rate of tax on Commission that results from a change in law applies from the date the law requires.
13.4 Your options. If you do not accept a change under clause 13.1, you may terminate the Agreement for convenience under clause 15.2 of the Reseller Agreement. If you give notice of termination before the change takes effect, the change does not apply to you during your notice period.
13.5 Other changes. Other changes to this Billing Policy are made under clause 18 of the Reseller Agreement.
14. Contact
Billing questions and disputes: info@xscade.com.