Payment Terms

1. Application and Interpretation

Application

1.1 These payment terms (“Payment Terms”) form an integral part of the Merchant Terms & Conditions entered into between Revcommerce Tech Platform Private Limited and/or its affiliates (“ReferRush”) and the Merchant (the “Merchant Terms”), and govern the tracking and attribution of orders, the Issue, claim and payment of Rewards, the operation of the Wallet, and the charging of Service Fees.

1.2 In the event of any conflict between these Payment Terms and the Merchant Terms in respect of (a) the tracking and attribution of orders; (b) the orders that constitute Conversions and attract a Conversion Fee; (c) the effect of cancellations, refunds, returns and exchanges; (d) the operation of the Wallet; (e) the Issue, claim, payment, cancellation and expiry of Rewards; and (f) the timing of the charging of Service Fees, these Payment Terms shall prevail. In respect of all other matters, including the rates of Service Fees and the manner of their payment, the Merchant Terms shall prevail. These Payment Terms shall prevail over any description of the Service in marketing material, pricing pages, frequently asked questions, help text or text displayed on the ReferRush Dashboard.

1.3 The Merchant shall be deemed to have accepted these Payment Terms upon accepting version 1.1.0 or any later version of the Merchant Terms on the ReferRush Dashboard, or upon continuing to use the Service on or after the date on which these Payment Terms take effect under Clause 11.1. Referrers are not parties to these Payment Terms, and the relationship between ReferRush and each Referrer is governed by the Referrer Terms & Conditions.

Definitions

1.4 Capitalised terms used but not defined in these Payment Terms shall have the meanings assigned to them in the Merchant Terms. As in the Merchant Terms, “Referrer” includes an Affiliate and “Referral Program” includes the Merchant's affiliate program. In addition, except where the context otherwise requires, the following words and expressions shall have the following meanings:

• “Available Balance” means the portion of the Wallet that is not set aside for any Issued Cash Reward, which the Merchant may withdraw under Clause 8.5.
• “Cash Reward” means a Reward paid in money to the Referrer's UPI ID or bank account, being a “Referral Payout” under the Merchant Terms. Affiliates earn Cash Rewards only.
• “Customer Referrer” means a Referrer who participates in the Merchant's referral program and who is not an Affiliate.
• “Delivery Date” means the date and time on which ReferRush records an Order as delivered under Clause 3.3.
• “Issued” means released by ReferRush, on the Merchant's behalf, under Clause 5. A Cash Reward is Issued when the amount under Clause 5.4 is set aside in the Reserved Balance and the Referrer is able to claim it. The ReferRush Dashboard describes this step as “Payout Issued”.
• “Matured” means, in relation to an Order or a Reward Order, that its Reward Delay has ended, and “Maturity Date” means the date on which it ends.
• “Non-Cash Reward” means a Reward provided to a Customer Referrer in the form of a Shopify gift card, a discount code or a free product, being a “Referral Reward” under the Merchant Terms.
• “Order” means an order placed in the Merchant's Shopify store (whether online, through Shopify POS, or as a converted draft order) that ReferRush attributes to a Referrer under Clause 4.
• “Order Value” means the order total reported by Shopify at the time the order is created (Shopify's “total_price”), being the amount after discounts and including shipping and taxes. The Order Value is recorded once and is not recalculated upon any subsequent edit, partial refund or partial cancellation of the order.
• “Paid” means, in relation to a Cash Reward, that ReferRush's payout partner has confirmed the transfer to the Referrer as processed under Clause 6.4.
• “Reserved Balance” means the portion of the Wallet set aside for Issued Cash Rewards that have not been Paid, cancelled or expired, which the Merchant may not withdraw.
• “Reward” means a Cash Reward or a Non-Cash Reward earned by a Referrer on an Order.
• “Reward Delay” has the meaning given in the Merchant Terms. The Merchant sets it on the ReferRush Dashboard as “Reward delay” for its referral program and “Payout delay” for its affiliate program.
• “Reward Expiry period” means the period, starting when a Reward is Issued, within which a Cash Reward must be claimed or, where the Merchant has switched on reward expiry for gift cards and discount codes, a Non-Cash Reward must be used. The Merchant sets it on the ReferRush Dashboard as “Reward expiry”, failing which it is 90 days.
• “Reward Order” means any order placed in the Merchant's Shopify store that is paid for, wholly or partly, with a gift card issued through the Service, or that uses a discount code issued through the Service as a Reward, whether or not it is attributed to a Referrer, being a “ReferRush Reward Order” under the Merchant Terms.
• “TDS” means tax deducted at source under section 393 of the Income-tax Act, 2025.

1.5 The Service supports only Shopify stores that sell in Indian Rupees. ReferRush does not convert currencies, and all amounts referred to in these Payment Terms are in Indian Rupees.

2. Order Lifecycle

2.1 Save as provided in Clause 5.5 for free products, every Order shall proceed through the following stages, in the following sequence:

• (a) Placed. ReferRush attributes the Order to a Referrer under Clause 4 and records the applicable reward settings, the Order Value and any applicable Conversion Fee. No amount moves in the Wallet when an Order is placed.
• (b) Delivered. ReferRush records a Delivery Date under Clause 3.3, which fixes the Maturity Date.
• (c) Reward Delay. If the Order is cancelled, refunded, returned or exchanged during the Reward Delay, no Reward shall accrue on it under Clause 3.6.
• (d) Matured. On the Maturity Date, the Conversion Fee becomes payable under Clause 7 and the Reward becomes eligible to be Issued.
• (e) Issued. At ReferRush's next daily processing run, the Reward is Issued if every condition in Clause 5.2 is satisfied. For a Cash Reward, the amount set out in Clause 5.4 moves from the Available Balance to the Reserved Balance. A Non-Cash Reward is created and sent to the Customer Referrer.
• (f) Claimed and Paid. The Referrer claims the Cash Reward within the Reward Expiry period, and ReferRush pays it from the Reserved Balance under Clause 6.

2.2 The recording of deliveries, the Issue of Rewards, the charging of Conversion Fees and the expiry of Rewards are carried out by automated processing runs, ordinarily once a day each. Accordingly, a Reward is Issued, and a Conversion Fee is charged, at a run on or after the Maturity Date and not at the precise moment the Order Matures, and a single charge may cover several Orders. ReferRush does not guarantee the timing of any run, and a delayed run shall not alter any amount payable.

2.3 The ReferRush Dashboard and the Referrer portal display the stage of each Order using the labels set out below. Labels are descriptive only and may be changed by ReferRush, and the stage described in these Payment Terms shall prevail over any label.

The Referrer portal's order list describes every Issued Reward as “Paid Out”, whether or not it has been claimed or Paid. Whether a Cash Reward has been Paid shall be determined solely under Clause 6.4.

2.4 If a Matured Cash Reward cannot be Issued because the Available Balance is insufficient, the Order shall continue to be shown as Matured to the Merchant and the Referrer, and ReferRush shall notify the Merchant under Clause 8.4. ReferRush shall have no obligation to notify the Referrer.

2.5 Any Reward amount shown to a Referrer before Issue (including on Orders that are Maturing or Matured) is an estimate only. The amount Issued shall be determined under Clause 5.3.

3. Delivery, Cancellations and Merchant Controls

Sources of Order Data

3.1 ReferRush tracks orders solely from (a) the ReferRush Shopify application, through Shopify webhooks and Shopify's API; (b) any offline point-of-sale or shipping-provider integration that ReferRush has set up for the Merchant's store; and (c) information entered by the Merchant or its users on the ReferRush Dashboard. Such information constitutes Conversion Data under the Merchant Terms, and ReferRush shall have no obligation to verify it independently. Where any update is missing, delayed or inaccurate, ReferRush shall act on the data actually received by it.

3.2 ReferRush receives refunds and returns only if the Merchant's store is subscribed to such updates through the ReferRush Shopify application. Where ReferRush requests the Merchant to re-authorise the application, the Merchant shall do so promptly, failing which refunds and returns may not stop Rewards or Conversion Fees under Clause 3.6.

Delivery

3.3 ReferRush shall record a Delivery Date only where:

• (a) Shopify shows the Order as fully fulfilled and the latest tracking update on every active shipment is “delivered”, as received by ReferRush through Shopify's updates or through ReferRush's own daily check, which covers Orders placed within the preceding 45 days for Merchants whose subscription is active or frozen, in batches of limited size; or
• (b) the Merchant enters a delivery date on the ReferRush Dashboard under Clause 3.8(a).

Under paragraph (a), the Delivery Date is the time at which ReferRush processes the delivery, which may be later than the time of actual delivery. A partially fulfilled Order shall not be treated as delivered. The cancellation of a shipment after a Delivery Date has been recorded shall not undo it. Delivery updates from shipping providers shall not be used to set the Delivery Date unless ReferRush notifies the Merchant otherwise.

3.4 ReferRush shall not treat an Order as delivered by reason only of the passage of time, and no fallback or default delivery setting on the ReferRush Dashboard shall have that effect. An Order without a Delivery Date shall remain “Waiting For Delivery” indefinitely, and shall earn no Reward and attract no Conversion Fee until a Delivery Date is recorded.

Reward Delay

3.5 In relation to the Reward Delay:

• (a) The Merchant sets a Reward Delay for its referral program and may set a separate Reward Delay for its affiliate program, failing which the referral Reward Delay shall apply. A Reward Order not attributed to a Referrer shall be subject to the referral Reward Delay. Where no Reward Delay is set, it shall be zero and the Order shall Mature on its Delivery Date.
• (b) The Merchant alone is responsible for setting a Reward Delay at least as long as its return, exchange and refund window, together with the time it requires to receive and record returns to origin (“RTO”), refunds and returns. ReferRush shall have no obligation to verify the same.
• (c) Where ReferRush records the Delivery Date automatically, the Reward Delay in force at that time shall apply. Where the Merchant enters the delivery date manually, a Customer Referrer's Order shall be subject to the Reward Delay recorded on it when it was placed, and an Affiliate's Order shall be subject to the affiliate Reward Delay then in force (or the referral Reward Delay, if the affiliate Reward Delay is zero or not set). A subsequent change to a Reward Delay shall not alter the Maturity Date of an Order already delivered.

Cancellations, Refunds and Returns

3.6 Until a Reward is Issued (including after the Order has Matured), the entire Reward shall be cancelled, and no Reward shall accrue on that Order, if ReferRush receives any of the following:

• (a) a cancellation of the Order;
• (b) any refund recorded by Shopify on the Order, of any amount (including a partial or zero-value refund, or a refund created by an order edit);
• (c) a return request on the Order, even if the Merchant subsequently declines it;
• (d) an exchange made in Shopify, which Shopify records as a return; or
• (e) a cancellation or RTO update from a shipping-provider integration that ReferRush has set up to act on such updates for the Merchant's store.

If the Conversion Fee on that Order has not been charged, it shall be cancelled; if it has been charged, it shall not be refunded. The same events received before the Conversion Fee on a Reward Order is charged shall cancel that Conversion Fee. A cancelled Reward shall not be reinstated, even if the return is declined or the refund is reversed. No other event shall stop a Reward or alter the Order Value, including edits that do not create a refund, the deletion of an order in Shopify, voids, changes in payment status, and changes to the address, notes or tags. For the purposes of this Clause 3.6, a free product that the Merchant has marked as given on the ReferRush Dashboard shall be treated as Issued.

3.7 Once a Reward is Issued, ReferRush shall disregard any subsequent cancellation, refund, return, exchange or RTO on the Order, and the Reward and the Conversion Fee shall both stand. The Merchant's sole remedy shall be to cancel an Issued Cash Reward before it is claimed under Clause 3.8(d). Any recovery from a customer or Referrer thereafter shall be a matter solely between the Merchant and that person.

Merchant Controls

3.8 The Merchant may, through the ReferRush Dashboard:

• (a) Enter a delivery date for an Order that is awaiting delivery and on which the Reward is pending. Any date may be entered. A Delivery Date, once recorded, cannot be changed.
• (b) Hold a payout by switching off payout approval on an Order, or on all new Orders by switching off automatic payout approval. A held Order shall not be Issued until the Merchant approves it, for however long that takes. A hold shall not delay or stop the Conversion Fee. Switching off approval after Issue shall have no effect, and the Merchant shall instead proceed under paragraph (d).
• (c) Block a Referrer's payouts. While a block is in force, any approved, Matured Order of that Referrer that reaches a daily processing run shall be permanently marked ineligible, and the subsequent removal of the block shall not reinstate it. A block shall not affect Rewards already Issued or the Conversion Fee.
• (d) Cancel an Issued Cash Reward before the Referrer claims it. The Merchant may also request ReferRush to do so, and ReferRush may do so on the Merchant's behalf. The amount set aside for it shall be returned to the Available Balance. A Cash Reward that has been claimed shall not be cancelled.
• (e) Reinstate an expired Cash Reward, in which case the amount shall again be set aside from the Available Balance and a new Reward Expiry period shall start, based on the referral program's “Reward expiry” setting then in force (including for Affiliates). Reinstatement shall stop at the first Reward that the Available Balance cannot cover.
• (f) Disable the name check for a particular Referrer under Clause 6.3. Only the Merchant may do so, and ReferRush shall not.

The ReferRush Dashboard does not permit the Merchant to mark an Order as cancelled, returned or refunded. To stop a Reward, the Merchant shall record the cancellation, refund or return in Shopify before the Reward is Issued.

3.9 Any act done through the Merchant's ReferRush Dashboard account, by any person to whom the Merchant has given access, shall be deemed to be the act of the Merchant, including changes to delivery dates, settings, Referrer details and payout details. ReferRush may, but shall have no obligation to, record which user did what, and shall not be responsible for any act of the Merchant's users.

4. Attribution of Orders

4.1 ReferRush attributes an order to a Referrer using the information on the order at the time Shopify creates it, as follows:

• (a) Code. The customer used a discount code belonging to a Referrer. Where an order carries several codes, the first code belonging to a Referrer shall be used. Opening a Referrer's link ordinarily adds that Referrer's code to the cart automatically, and if the code remains at checkout, the order shall be treated as a code order.
• (b) Link. No Referrer's code was used, but the Referrer's link remained saved on the customer's cart at checkout.

A code shall prevail over a link. Where both an affiliate link and a referral link are saved, the affiliate link shall prevail; otherwise, the most recent link shall ordinarily prevail. An order shall be attributed to no more than one Referrer. The use of a gift card or reward discount code issued through the Service shall not, by itself, attribute an order to any Referrer, but shall make the order a Reward Order under Clause 7.5.

4.2 The link settings on the ReferRush Dashboard govern only ReferRush's browser cookie. A link already saved to a customer's Shopify cart, or a code already applied, may last longer or shorter than those settings. A link may be lost if the customer changes device or browser, clears cookies or uses an advertisement or tracking blocker, or if Shopify clears the cart. ReferRush does not guarantee that a link will result in an order being attributed.

4.3 In relation to Orders attributed by a link alone, without a code:

• (a) Referral program. The Merchant elects on the ReferRush Dashboard whether such Orders earn a Reward. If the election is off, the Order shall be tracked and marked “Cookie Payouts Off” when it reaches a daily processing run, and shall earn no Reward (save a free product under Clause 5.3) and attract no Conversion Fee. A link-only referral order whose Order Value is below the Merchant's “Minimum order value” shall not be attributed.
• (b) Affiliate program. A link-only affiliate Order shall earn its Reward whether or not link-only payouts are switched on, and the election shall determine only whether a Conversion Fee is charged on it.

4.4 An Order shall be a self-referral if the mobile number on the order (taken from the shipping, billing or customer details, in that order of priority) or its email address exactly matches the Referrer's registered mobile number or email address. On a self-referral:

• (a) the order shall proceed as normal and the customer shall retain any discount, as ReferRush does not block codes at checkout;
• (b) no Reward shall be earned and, unless the Order is a Reward Order under Clause 7.5, no Conversion Fee shall be charged; and
• (c) the Order shall be marked “Self Referral”, save that a Customer Referrer's link-only self-referral shall not be attributed.

ReferRush does not guarantee that it will detect every self-referral, and the Merchant may exercise its controls under Clause 3.8 in respect of any it identifies.

4.5 Subject to the separate entitlement to a free product under Clause 5.3, no Reward shall be earned on an Order if (a) the Merchant's reward is set to no reward; (b) the Reward amount is zero; (c) ReferRush has enabled new-customer-only rewards for the Merchant and the Order is from an existing customer (“Existing Customer”); or (d) the Referrer is deleted or blocked when the Order reaches a daily processing run. A Referrer who opts out shall not be attributed orders placed after opting out, and Orders already attributed to that Referrer shall continue to be Issued and may be claimed.

4.6 Shopify test orders placed online shall not attract a Conversion Fee. A Reward may accrue on a test order, and the Merchant shall cancel the test order in Shopify before the Reward is Issued.

4.7 Pausing or switching off a Referral Program on the ReferRush Dashboard shall not deactivate codes and links already distributed. Orders placed using them shall continue to be attributed, processed and charged under these Payment Terms. To stop a particular Referrer, the Merchant shall block that Referrer under Clause 3.8(c).

5. Issue of Rewards

5.1 ReferRush Issues Rewards in an automated run, ordinarily once a day, processing the referral program before the affiliate program. Each run considers a limited number of the oldest Matured Orders in each program. Orders on hold or awaiting Wallet funds remain in that queue, and a large backlog of such Orders may delay the Issue of later Orders until it clears.

5.2 A Matured Order's Reward shall be Issued at a run only if, at that run:

• (a) a Delivery Date is recorded and the Maturity Date has passed;
• (b) the Reward has not been stopped under Clause 3.6;
• (c) payout approval is on for the Order under Clause 3.8(b);
• (d) the Referrer is not deleted or blocked;
• (e) the Merchant's ReferRush subscription is active or frozen when the run starts, and no plan change is awaiting the Merchant's approval on Shopify; and
• (f) in the case of a Cash Reward, the Wallet is active and the Available Balance is sufficient to cover the amount to be set aside under Clause 5.4.

If paragraph (d) is not satisfied, or the Order is a self-referral, a link-only referral Order with link-only payouts switched off, an Order with a zero Reward or an Existing Customer Order, the Order shall be closed permanently without a Reward being Issued. An Order qualifying for a free product shall be excluded from automatic Issue and dealt with under Clause 5.5(b). If any other condition is not satisfied, the Order shall remain Matured and shall be considered again at every subsequent run, without limit of time, until it is Issued or stopped. If the Available Balance is exhausted during a run, the Order it cannot cover shall be skipped, and subsequent, smaller Orders may still be Issued.

5.3 The Reward shall be a fixed amount or a percentage of the Order Value, determined by the reward settings recorded on the Order when it was placed, being the Merchant's referral reward settings for a Customer Referrer and the Affiliate's own rate for an Affiliate. For a discount-code Reward, a percentage setting denotes the percentage discount on the new code. Where the Merchant offers a free product on a Customer Referrer's first referred Order, and the Order Value of that Order is not less than the Merchant's “Minimum order value”, the free product shall replace the Reward on that Order. A subsequent change to reward settings or rates shall not affect Orders already placed.

5.4 When a Cash Reward is Issued, ReferRush shall (a) compute TDS on it under Clause 9; (b) move the amount of the Cash Reward after deduction of TDS from the Available Balance to the Reserved Balance; and (c) start the Reward Expiry period. The amount of TDS shall not be set aside or paid out, and shall remain in the Merchant's Available Balance for the Merchant to deposit under Clause 9.

5.5 In relation to Non-Cash Rewards:

• (a) Gift card or discount code. ReferRush shall create or top up the Customer Referrer's gift card, or create or update a discount code, in the Merchant's Shopify store, and notify the Customer Referrer through the channels the Merchant has set up (including WhatsApp, email or SMS). The failure of any notification shall not affect the Issue of the Reward. No Wallet funds shall be used, the Merchant shall bear the cost when the gift card or code is redeemed in its store, and an order that redeems it shall be a Reward Order under Clause 7.5. Where the Merchant has switched on reward expiry, any unused gift card balance shall be removed, and any unused discount code shall expire, at the end of the Reward Expiry period. Each Reward retains its own Reward Expiry period, and extending the validity of a shared gift card or discount code to accommodate a later Reward shall not extend an earlier Reward.
• (b) Free product. ReferRush shall only record that the Customer Referrer is entitled to a free product. The Merchant alone shall be responsible for providing it and marking it as given on the ReferRush Dashboard.

5.6 ReferRush shall have no obligation to Issue or pay any Cash Reward that the Merchant has not funded, and shall not be liable to the Merchant or any Referrer for any delay or non-payment arising from an insufficient Available Balance, an inactive Wallet, a hold, a block, or the status of the Merchant's subscription.

6. Claim and Payment of Cash Rewards

6.1 An Issued Cash Reward shall not be paid automatically. The Referrer shall claim it through the Referrer portal. A single claim collects all of the Referrer's Issued Cash Rewards from the Merchant, subject to ReferRush's limits from time to time, presently (a) no more than 450 Cash Rewards per claim; (b) the exclusion of Cash Rewards with less than 10 minutes remaining in their Reward Expiry period (the “claim cut-off”); (c) one claim at a time; and (d) one open GST claim at a time.

6.2 In relation to the Reward Expiry period:

• (a) The Reward Expiry period is 90 days unless the Merchant sets a different number of days (not less than 1) on the ReferRush Dashboard. For a Customer Referrer's Order, the period recorded on the Order when it was placed shall apply. For an Affiliate's Order, the affiliate program's setting in force when the Reward is Issued shall apply.
• (b) The Reward Expiry period starts when the Reward is Issued, runs in calendar days, and ends at the time recorded by the Service, including on a weekend or public holiday.
• (c) ReferRush may send reminders before a Reward expires as a courtesy only. The absence of a reminder, and any pause or hold under Clause 6.4 or Clause 10.1, shall not extend the Reward Expiry period.
• (d) A Cash Reward not claimed within the Reward Expiry period shall expire at the next daily expiry run, and the amount set aside for it shall be returned to the Available Balance. A Cash Reward included in a GST claim for which the invoice has not been approved shall likewise expire at the end of its Reward Expiry period.
• (e) Upon expiry, ReferRush shall owe the Referrer nothing further in respect of that Reward, and any amount still owed to the Referrer shall be the sole responsibility of the Merchant. The Merchant may reinstate an expired Cash Reward under Clause 3.8(e).

6.3 Before a claim is paid, the Referrer shall:

• (a) accept the current version of the Referrer Terms & Conditions;
• (b) provide a valid PAN, failing which no claim shall be paid;
• (c) provide a UPI ID, verified by a payment of ₹1 from that UPI ID, or a bank account, verified by ReferRush's payout partner, which may make a small test deposit; and
• (d) pass a name check, under which the name on the UPI ID or bank account must match, in accordance with ReferRush's name-matching rules, the name on the Referrer's PAN or, for a Referrer paid under Clause 6.5, its verified GST legal name.

The Merchant, and only the Merchant, may disable the name check for a particular Referrer. Doing so removes only the name match and shall not dispense with the requirement for a PAN. If the Merchant disables the name check, the Merchant alone shall bear the consequences, including any payment to a person other than the intended Referrer and any resulting tax consequence. ReferRush shall not disable the name check for any Referrer. Referrers declare that they are Indian citizens, and ReferRush relies on that declaration without verifying citizenship or tax residence.

6.4 For a valid claim, ReferRush shall instruct its payout partner (presently RazorpayX) to transfer the amount by UPI (up to ₹1,00,000 per claim after deduction of TDS, above which a UPI claim shall be refused and must be made to a bank account) or by IMPS bank transfer (subject to IMPS and payout-partner limits). ReferRush does not guarantee when the amount will be received, and may pause or hold claims and payouts, including while a payout awaits approval at the payout partner. There is no minimum claim amount. ReferRush presently charges no payout fee to the Merchant or the Referrer, and may introduce a Payout Fee payable by the Merchant only in accordance with Clause 4.3 of the Merchant Terms. A Cash Reward is Paid when the payout partner confirms the transfer as processed, and the amount is then deducted from the Reserved Balance.

6.5 Where the Merchant has switched on GST payouts and a Referrer is a business with a GSTIN verified through the Service:

• (a) GST at the applicable rate (presently 18%) shall be added to the full Cash Reward, and payment shall be made only to a bank account;
• (b) the Referrer shall start a GST claim and upload a tax invoice raised on the Merchant, which the Merchant shall approve or reject on the ReferRush Dashboard;
• (c) from the start of the GST claim until it is Paid or cancelled, or the Cash Rewards in it expire under Clause 6.2(d), the Cash Rewards in it shall remain set aside and the Merchant shall not cancel them;
• (d) upon approval, ReferRush shall again verify the bank account name against the verified GST legal name, set aside the GST amount from the Available Balance (approval failing if the Available Balance is insufficient), and then make the transfer; and
• (e) upon rejection, the Cash Rewards shall remain in the open GST claim, and the Referrer may upload a fresh invoice or cancel the claim, whereupon the Cash Rewards shall return to Issued within their original Reward Expiry period.

The Merchant alone shall be responsible for verifying each invoice and for any input tax credit it claims, and ReferRush shall have no obligation to verify the Referrer's GST compliance.

6.6 If the payout partner reports a transfer as failed, rejected or reversed, whether before or after it has been confirmed as processed:

• (a) for an ordinary claim, ReferRush may retry the transfer or return the Cash Reward to Issued, in which case it shall remain set aside and the Referrer may claim it again within the same Reward Expiry period, subject to the claim cut-off. The Reward Expiry period shall not be extended, and a Cash Reward returned to Issued after that period has ended shall expire at the next daily expiry run; and
• (b) for a GST claim whose invoice has been approved, the transfer shall be retried, and the GST amount set aside for it shall be returned to the Available Balance until the transfer is retried.

6.7 Once a Cash Reward has been claimed, it shall not be cancelled, and once it has been Paid, ReferRush shall have no obligation to cancel, reverse or recover it, including following any subsequent return, refund, cancellation or finding of fraud. Any recovery from the Referrer shall be a matter solely between the Merchant and the Referrer, provided that ReferRush may, at the Merchant's request and on its behalf, contact the Referrer to seek such recovery, without any obligation as to the outcome. ReferRush shall not be responsible for any amount that is not returned to it.

7. Service Fees

7.1 The Subscription Fee is the price of the plan selected by the Merchant on the ReferRush Dashboard, billed through Shopify every 30 days. Any free trial or extension shall be at ReferRush's discretion.

7.2 The Conversion Fee is the commission rate of the Merchant's plan (or any other rate agreed with ReferRush in writing) multiplied by the Order Value, subject to any per-order cap agreed in writing. The rate and amount are fixed when the order is placed, based on the Merchant's plan at that time.

7.3 The Conversion Fee becomes payable when the order Matures, and ReferRush charges it as a usage charge on the Merchant's Shopify bill at a daily fee run on or after the Maturity Date, a single run being capable of covering several orders. The Conversion Fee shall be charged whether or not the Reward on that Order is subsequently Issued, held, blocked, marked ineligible, cancelled, expired or left unclaimed, and irrespective of the Wallet balance. For the avoidance of doubt, Orders with no Reward, a zero Reward, a free product or an Existing Customer exclusion, and Orders of a deleted or blocked Referrer, shall attract the Conversion Fee.

7.4 Subject to Clause 7.5, no Conversion Fee shall be charged on:

• (a) a self-referral under Clause 4.4;
• (b) a Shopify test order placed online;
• (c) a link-only Order where link-only payouts are switched off for that program under Clause 4.3;
• (d) an Order whose Reward was stopped under Clause 3.6 before its Conversion Fee was charged; or
• (e) an Order that never receives a Delivery Date.

7.5 A Reward Order shall attract a Conversion Fee on its full Order Value when it Matures, whether or not it is attributed to a Referrer, and even if it is a self-referral or a link-only Order with link-only payouts switched off. No Conversion Fee shall be charged on a Reward Order that is a Shopify test order, that is cancelled, refunded, returned or exchanged under Clause 3.6 before its Conversion Fee is charged, or that never receives a Delivery Date. Where a Reward Order is also attributed to a Referrer, only one Conversion Fee shall be charged.

7.6 A Conversion Fee, once charged, shall not be refunded or credited, including following any subsequent cancellation, refund, return, exchange or RTO, or the cancellation of the Reward, unless ReferRush agrees in writing to grant a credit.

7.7 Service Fees shall not be deducted from the Wallet unless ReferRush notifies the Merchant in writing that it will do so, as permitted by Clause 4.7 of the Merchant Terms. An insufficient Available Balance shall not stop or reduce any Service Fee.

7.8 If, at a fee run, the Merchant's Shopify subscription is not active, or ReferRush is unable to read the Merchant's Shopify subscription or its usage billing line, ReferRush shall record the Conversion Fee as owed, and a later cancellation, refund or return shall not remove it. ReferRush may bill such fee through Shopify subsequently or invoice it directly, payable under Clause 4 of the Merchant Terms. If Shopify returns an error or rejects the charge (including where a billing limit is reached), the Conversion Fee shall remain pending and ReferRush shall retry it at subsequent fee runs, and if the order is cancelled, refunded, returned or exchanged under Clause 3.6 before a subsequent charge succeeds, no Conversion Fee shall be payable on it. ReferRush may instead invoice a pending Conversion Fee directly. For the purposes of these Payment Terms and the Merchant Terms, a Conversion Fee is “charged” when it is successfully charged through Shopify or recorded as owed under this Clause 7.8, and a Conversion Fee that remains pending after a failed or rejected Shopify charge is not charged.

7.9 Service Fees are exclusive of taxes, and GST on Service Fees shall be payable as set out in Clause 4 of the Merchant Terms.

8. The Wallet

8.1 The Wallet comprises amounts remitted by the Merchant to ReferRush solely for the payment of Cash Rewards (and GST on Cash Rewards to Referrers paid under Clause 6.5). ReferRush holds such amounts for that purpose only, in a fiduciary capacity, as set out in Clause 3.17 of the Merchant Terms. The Wallet is not a deposit or a payment instrument, earns no interest, does not expire and cannot fall below zero. Non-Cash Rewards are not funded from the Wallet.

8.2 The Wallet comprises the Available Balance and the Reserved Balance. Amounts move between them only on the events set out below, and no amount moves when an Order is placed, delivered or Matures.

A Cash Reward that is being claimed shall remain in the Reserved Balance until it is Paid or the transfer fails.

8.3 The Merchant may add funds to the Wallet:

• (a) by bank transfer to the virtual bank account allotted to the Merchant and shown on the ReferRush Dashboard, in which case the payment provider's charge (presently 0.3% of the amount received, plus GST at 18% on that charge) shall be deducted before the balance is credited, no part of which is retained by ReferRush (for example, on ₹10,000 received, a charge of ₹30.00 and GST of ₹5.40 are deducted and ₹9,964.60 is credited); or
• (b) by online payment through the payment gateway on the ReferRush Dashboard, in which case the amount entered shall be credited in full and the payment gateway's charges shall be borne by the Merchant and collected by the payment gateway at the time of payment.

ReferRush presently charges no commission on funds added to the Wallet and shall introduce one only by giving the Merchant prior written notice by email to the Merchant's registered email address. Funds added to the Wallet do not constitute payment for any service, and no GST is charged on them. ReferRush shall make available on the ReferRush Dashboard a receipt for each posted Wallet transaction. Failed entries under Clause 8.4, in which no funds move, shall not receive a receipt.

8.4 If the Available Balance is insufficient to cover a Matured Cash Reward at a daily run:

• (a) the Reward shall not be Issued and the Order shall remain Matured under Clause 5.2;
• (b) a ledger entry marked “Failed” shall be recorded, without any movement of funds;
• (c) ReferRush shall notify the Merchant's registered users by email, ordinarily not more than once a day for each program while the shortfall continues;
• (d) ReferRush shall have no obligation to notify Referrers under Clause 2.4;
• (e) the Merchant's links and codes shall continue to operate, and new orders shall continue to be tracked; and
• (f) Conversion Fees shall continue to be charged as orders Mature under Clause 7.3.

The Merchant alone shall be responsible for any loss, complaint or claim by a Referrer arising from a delay in the Issue of a Reward due to such shortfall.

8.5 The Merchant may withdraw any amount of not less than ₹1 from the Available Balance (but not the Reserved Balance) to a bank account added by it on the ReferRush Dashboard and confirmed as active by ReferRush's payout partner. The Merchant shall ensure that such account is its own, and shall be responsible for every withdrawal made by any person with access to its ReferRush Dashboard. ReferRush charges no fee on withdrawals. Withdrawals are made by IMPS up to ₹5,00,000 and by NEFT above that amount. ReferRush does not guarantee when the amount will be received by the bank. If the bank returns a withdrawal, the amount shall be credited back to the Available Balance.

8.6 While the Wallet is inactive or closed, the addition of funds, withdrawals and the Issue of Cash Rewards shall be suspended. If the Merchant's subscription is cancelled, expires or is declined (including upon uninstallation of the ReferRush application), no further Rewards shall be Issued, and Cash Rewards already Issued may continue to be claimed until they are Paid, cancelled or expire. The Merchant may withdraw its Available Balance under Clause 8.5, or request ReferRush in writing to remit it to the Merchant's verified bank account, which ReferRush shall do. Amounts set aside for Issued Cash Rewards do not form part of the Available Balance, and the Merchant may recover them only by first cancelling those Cash Rewards under Clause 3.8(d). After the ReferRush application is uninstalled, ReferRush may return the Available Balance without a request, as set out in Clause 6.5 of the Merchant Terms.

8.7 The ReferRush Dashboard displays a ledger of every Wallet entry. The Merchant may download PDF statements for any period within the preceding 90 days, Excel exports for any 90-day period, and a receipt for each posted Wallet transaction. The Merchant shall be responsible for reviewing its Wallet, and any entry not disputed in writing within 30 days shall be deemed accepted, save in the case of a manifest error.

9. Taxes

9.1 When a Cash Reward is Issued, ReferRush computes TDS under section 393 of the Income-tax Act, 2025 at the rate of 2% (two per cent) of the full Cash Reward, without applying any threshold, rounded to the nearest paisa. The Referrer receives the Cash Reward after deduction of TDS, and the amount of TDS remains in the Merchant's Available Balance under Clause 5.4. ReferRush's TDS records and deadline reminders are based on the date on which a Cash Reward is Paid.

9.2 The Merchant is the person responsible for deducting tax on Cash Rewards under section 393 of the Income-tax Act, 2025, and shall alone hold a tax deduction account number, deposit TDS within the prescribed time against the Referrer's PAN, file TDS returns, and issue TDS certificates to Referrers. ReferRush records the TDS on every Paid Cash Reward, displays it on the ReferRush Dashboard, sends deadline reminders and, where the Merchant uploads TDS certificate files, emails them to Referrers with a matching PAN. These are conveniences only, and the Merchant shall satisfy itself that section 393, and the rate and threshold applied by ReferRush, are applicable to it. Any shortfall, interest, penalty or disallowance shall be borne by the Merchant, as set out in Clauses 3.4.3, 3.7, 3.17, 3.18 and 9 of the Merchant Terms.

9.3 ReferRush does not compute or withhold tax on Non-Cash Rewards, and the Merchant alone shall be responsible for any tax on them.

9.4 GST on Cash Rewards to Referrers paid under Clause 6.5 is governed by that Clause, and GST on Service Fees by Clause 7.9.

10. Fraud, Errors and Liability

10.1 ReferRush may, where it reasonably believes it necessary by reason of fraud, self-referral, circular referral, fake or automated orders, coupon abuse (including the publication of codes on public coupon websites without the Merchant's permission), bidding on the Merchant's brand name in advertisements, impersonation of the Merchant, any other misuse, or any risk to the Service, (a) withhold or suspend the Issue of a Reward; (b) cancel an Issued Cash Reward before it is claimed; (c) block a Referrer; or (d) pause the Issue of Rewards, claims or payouts for a Merchant or for all Merchants. ReferRush shall not cancel a Cash Reward that has been claimed. The amount set aside for a cancelled Cash Reward shall be returned to the Available Balance, and ReferRush may, at its discretion, cancel or credit the Conversion Fee on the relevant order. Where a Cash Reward obtained by such conduct has been Paid, Clause 6.7 shall apply. ReferRush shall have no obligation to detect or prevent fraud, and the Merchant shall bear all risk of fraud by customers and Referrers, in addition to Clause 10.8 of the Merchant Terms.

10.2 ReferRush may correct any manifest error in its own processing (including an erroneous attribution, a duplicate order or an incorrectly computed amount), including by reversing a Wallet movement, provided that no such correction shall cancel a Cash Reward that has been claimed or release any amount set aside for it while a claim or transfer in respect of it is pending. This Clause does not establish a procedure for adjudicating disputes between the Merchant and a Referrer. ReferRush's obligation in respect of any such error shall be limited to correcting the affected entries, and ReferRush shall not be liable for any consequential loss arising therefrom.

10.3 The following are the Merchant's own elections and not errors of ReferRush: the Reward Delay, the Reward Expiry period, reward amounts and types, link and minimum-order settings, payout approvals and holds, blocks, cancellations, reinstatements, the disabling of name checks, changes to Referrer details, delivery dates entered on the ReferRush Dashboard, and the timing and amount of funds added to the Wallet. ReferRush processes orders as configured and shall not be responsible for the outcome.

10.4 ReferRush relies on Shopify, shipping providers, Razorpay and RazorpayX, banks and messaging providers, and shall not be responsible for any delay, failure, error or loss caused by any of them, including missing or delayed updates, inaccurate tracking data, failed or reversed payments, and outages.

10.5 Any dispute as to whether a Referrer is entitled to a Reward, its amount, or its cancellation, expiry or non-payment shall be a matter solely between the Merchant and the Referrer, to which ReferRush is not a party. The Merchant's indemnity under Clause 9 of the Merchant Terms extends to any claim by a Referrer or customer arising from any matter in these Payment Terms.

10.6 The exclusions and limitations of liability in Clause 10 of the Merchant Terms apply to these Payment Terms, and, as provided in Clause 10.7 of the Merchant Terms, shall not limit ReferRush's obligation to remit Cash Rewards held by it to Referrers or to refund the Available Balance to the Merchant.

11. General

11.1 These Payment Terms take effect on 5 November 2026 and shall apply from that date to every Order and Reward Order on which the Reward has not been Issued or the Conversion Fee has not been charged, and to every Cash Reward that has been Issued but not Paid, irrespective of when the order was placed.

11.2 ReferRush may amend these Payment Terms and its Service Fees as set out in Clause 12.6 of the Merchant Terms (and, in the case of any Payout Fee, Clause 4.3 of the Merchant Terms), and may modify features of the Service (including run timings, labels and limits) as set out in Clause 12.5 of the Merchant Terms.

11.3 ReferRush's records of orders, statuses, Wallet entries and Service Fees, as displayed on the ReferRush Dashboard, shall be final and binding save in the case of a manifest error.

11.4 Grievances under these Payment Terms shall be dealt with under Clause 7 of the Merchant Terms, at support@referrush.com. These Payment Terms shall be governed by the laws, and subject to the jurisdiction of the courts, set out in Clause 12.1 of the Merchant Terms.