Card Acquiring Specific Terms and Conditions
1.1 These Card Acquiring Special Terms and Conditions together with the Agreement and the Card Scheme Rules set out the terms and conditions for the Card Acquiring of the Merchant’s Transactions made by Card or another Payment Method (if applicable) and originating from the Merchant’s Website(s).
1.2 Should there be any discrepancy between these CASTC and the Card Scheme Rules, the Card Scheme Rules shall prevail.
1.3 Upon the onboarding of the Merchant to use the Card Acquiring services, the Merchant is assigned a MID to facilitate the processing of Transactions.
1.4 Intergiro provides the Card Acquiring through API, either to Merchants directly, if using Intergiro’s PSP Services, or through a third-party PSP. The Merchant communicates with and transfers Transaction data to Intergiro through the API. If the Merchant uses Intergiro’s PSP Services, Intergiro will grant the Merchant a Merchant User Account to access the Merchant Portal.
1.5. The PSP Specific Terms and Conditions apply to the Merchant’s use Intergiro’s PSP Services (if applicable).
2. Operational Requirements
2.1 In addition to the operational requirements that apply to Merchant under section 3 (Operational Requirements and Obligations) under the General Terms and Conditions, the Merchant undertakes to provide any additional information or documentation required by Intergiro to process the Merchant Application and Agreement Form, or upon request, to the extent required to comply with the Agreement, applicable laws, the Card Scheme Rules or Intergiro’s policies and internal guidelines.
2.2 The Merchant acknowledges that it may need to submit its audited or current/interim financial statements/management accounts (including balance sheet, profit and loss account and cash flow statements) upon Intergiro’s request.
3.1 The Merchant authorises Intergiro to receive the Proceeds on its behalf. Intergiro shall settle the Proceeds to the Merchant Settlement Account in accordance with the agreed payout frequency after the deduction (if applicable) of any (i) Refunds, (ii) Chargebacks, (iii) Fees, (iv) Fines and/or (v) Collateral/Risk Mitigant, if any.
3.2 If the Proceeds have a negative value after the deduction set out in clause 3.1, Intergiro may call upon the Collateral/Risk Mitigant. The Merchant is required to cover the negative value without undue delay.
3.3 Intergiro shall make available settlement documentation to the Merchant on the Merchant Portal or through the third-party PSP. The Merchant is required to review the settlement documentation and report to Intergiro as soon as possible if any inaccuracies or errors are found. Intergiro reserves the right to adjust any Proceeds due to inaccuracies or errors or to settle future Proceeds against previous inaccuracies or errors. In such case, Intergiro will notify the Merchant thereof.
3.4 The Merchant acknowledges that the settlement of the Proceeds will be made in the currencies selected by the Merchant in the MAAF. Currently Intergiro supports EUR, SEK, NOK, DKK, CZK and GBP. Should a Card Transaction be made in another currency, the relevant Card Scheme will automatically convert the Transaction into EUR as default. The Merchant understands that Intergiro does not take any responsibility for any currency conversion risks or currency fluctuations, and that Intergiro does not assume any liability in this regard.
4. Risk Exposure
4.1 To cover Intergiro’s actual and anticipated financial risk exposure related to the Merchant’s Transactions, Intergiro requires a Collateral/Risk Mitigant to provide the Card Acquiring services. To the extent a rolling reserve is set as a part of the Collateral/Risk Mitigant procedure, the percentage is set out in the Agreement or otherwise as notified in writing by Intergiro to the Merchant.
4.2 The Collateral/Risk Mitigant, the Merchant and its business are subject to periodic reviews by Intergiro to assess the risk exposure. If Intergiro assesses that its risk exposure has increased due to the Merchant or its business, or if reasonably required to comply with applicable law or the Card Scheme Rules, Intergiro will, to the extent possible, notify the Merchant in advance to discuss risk mitigating solutions. Intergiro has the right to (i) decline a Transaction made by Card, (ii) temporarily withhold (a part of) the Proceeds, (iii) change the payment frequency of the Proceeds or (iv) change/amend the Collateral/Risk Mitigant to increase the rolling reserve or require for example additional guarantees, a cash deposit, collateral, a pledge of the Proceeds or any other security deemed appropriate by Intergiro. If the Merchant fails to provide funds for the Collateral/Risk Mitigant when Intergiro so requests, Intergiro has the right to terminate the Agreement.
4.3 Subject to Intergiro notifying the Merchant, the Merchant acknowledges and agrees that any amount held as Collateral/Risk Mitigant may be used to set-off any amounts due or potential liabilities arising under the Agreement or any other agreements or obligations owed by the Merchant to Intergiro.
4.4 According to the Card Schemes’ policies, Card Transactions may be disputed 18 months after the Transaction date or the expected delivery date, and in some cases longer. Intergiro therefore has the right to withhold the Collateral/Risk Mitigant for as long as required until Intergiro’s risk exposure has been absorbed.
4.5 Intergiro reserves the right to defer the settlement of Proceeds for a specified period in the event that the Merchant’s financial information indicates a deterioration in its financial position. When the Merchant’s financial condition and its risk profile have improved, in Intergiro’s opinion, Intergiro will settle the withheld Proceeds (or parts thereof depending upon Intergiro’s risk exposure calculation). In case this happens, Intergiro will keep the Merchant informed unless Intergiro is prohibited from doing so under applicable laws.
4.6 The Merchant acknowledges that Intergiro may implement transaction volume limitations on the Merchant’s Transactions to comply with Intergiro’s risk appetite.
5. Merchant’s Obligations
5.1 The Merchant acknowledges and agrees that:
- Intergiro’s provision of the Card Acquiring Services is dependent upon receipt of the requested Card Transaction data in the right form from the Merchant and the Merchant will take all appropriate measures to prevent misuse, loss or theft of Card Transaction data;
- an authorisation for a Card Transaction is no guarantee that the Cardholder is in fact the rightful account or cardholder, and that there is no promise or guarantee given by Intergiro or the Card Schemes that the authorised Card Transaction will be paid successfully;
- Intergiro does not guarantee the accuracy or reliability of any data provided by the Merchant through the Card Acquiring Services, or that the Card Acquiring Services will be available at any time or that the Card Acquiring Services will function in an uninterrupted manner. If you discover a problem or a security issue with the Card Acquiring Services, this must be reported to Intergiro as a matter of urgency and without any delay; and
- to the extent applicable, upon the Merchant’s receipt of reporting statements, the Merchant will promptly review these and notify Intergiro as soon as reasonably possible if any discrepancy is found or in case the Merchant has reason to believe a Transaction has not been authorised, is fraudulent or illegal. Upon receipt of notice, Intergiro shall investigate and take appropriate action, which may include reporting to Card Schemes and / or any other appropriate authorities.
5.2 The Merchant confirms that their business activity meets all the requirements as listed below and accepts that any breach of the below representations (or otherwise incorrect, unethical or illegal use of the Card Acquiring services provided by Intergiro) will result in the Merchant being held fully liable for any damages incurred by Intergiro or the Card Schemes. The Merchant represents that:
- it complies with all laws applicable to its legal entity and business activities;
- it complies with the Card Scheme Rules;
- it is in good standing in all Card Schemes’ risk management and monitoring programs, as well as the Global Brand Protection Program and the Business Risk Assessment Program program and that it has not, and will not, change, modify or alter the name of the Merchant or any Merchant data in any way to circumvent the Global Brand Protection Program or the Business Risk Assessment Program;
- it complies with the Card Schemes’ Merchant Outlet and Principal Place of Business requirements and the Global Acquirer Risk Standards;
- it is not engaged in any activity that could cause harm to the Card Schemes’ system or brands; and
- it has not been terminated before by any acquirer or payment service provider or is placed on the VMAS/MATCH lists of the Card Schemes (unless the Merchant has notified Intergiro of such placement).
5.3 Furthermore, the Merchant undertakes not to (and agrees to be fully liable for any damages incurred by Intergiro and / or the Card Schemes as a result of a breach hereof):
- submit or resubmit any Card Transaction that was previously disputed and subsequently returned to the Merchant;
- submit or resubmit any Card Transaction into the payment system that is illegal or that the Merchant, the Card Schemes or Intergiro have reason to suspect to be illegal;
- request, store, and/or process any of the following information unless the Merchant is PCI level 1 certified and has informed Intergiro thereof upfront: the Cardholder’s card account number, card expiration date, signature, CVV, CVV2 or CVC code or any other card data;
- store CVV2 (card verification value 2) information subsequent to authorization;
- add surcharges to any Card Transaction, unless explicitly done in accordance with applicable laws, regulations or the Card Scheme Rules; or
- disburse funds in the form of cash to a cardholder unless the Merchant is: participating in any Card Scheme’s Cash-Back Services; a financial institution providing a manual cash disbursement; or a hotel or a cruise line, in each case as specified in the Card Scheme Rules.
5.4 The Merchant accepts that any website(s) through which the Merchant wishes to accept card payments using the Card Acquiring Services must be made known to Intergiro in the MAAF. The Merchant acknowledges that they are not allowed to accept any payments from any other website or any website not previously approved (in writing) by Intergiro. The Merchant recognises that if they fail to obtain such approval from Intergiro before using the Card Acquiring services or Intergiro, Visa or Mastercard branding on any other website that has not been specified in the MAAF, Intergiro may suspend (or terminate) the Card Acquiring services and the Agreement with immediate effect and apply holds on Proceeds to recover its exposure. The Merchant accepts that they must ask for Intergiro’s approval before making any material changes to their business concept, billing terms, products and/or services and understands that any subsequent payment requests that are made after any such changes are applied, are subject to approval from Intergiro. The Merchant acknowledges that the Intergiro’s approval may be subject to certain (risk) conditions, which may be amended from time to time if reasonably required by Intergiro. This includes – but is not limited to – Intergiro’s receipt of license documentation, legal opinions and Collateral/Risk Mitigant.
5.5 The Merchant’s business model and business activities must be acceptable to Intergiro and approved by Intergiro upon onboarding. Even though Intergiro may approve the Merchant’s business during review and accept the MAAF, this approval may be reviewed and changed over time due to changes in (i) Intergiro’s own risk appetite (subject to prior notice to and discussions with the Merchant), (ii) internal merchant acceptance procedures, (iii) applicable laws or (iv) Card Scheme Rules. In case the Merchant’s business model is no longer supported by Intergiro, or should Intergiro come to a conclusion that the business no longer aligns with their risk appetite, Intergiro may apply appropriate restrictions and request clarification or terminate the Agreement (i) with immediate effect if required by a Card Scheme, or (ii) with one (1) months’ notice. The Merchant undertakes to hold Intergiro harmless for any costs, fees or fines that Intergiro may incur due to the Merchant processing Card Transactions through Intergiro which are outside of the approved business model and business activities.
5.6 The Merchant is required to disclose to Intergiro their intended or actual use of any third party service provider(s), such as a third party PSP, a gateway or point-of-sales system integration for accessing, routing, storing, transmitting or processing of cardholder data. Intergiro is required to perform KYC checks and to validate the service providers’ certifications with PCI-DSS (or similar standard). If required, Intergiro will register any such service providers as agents with the Card Schemes. The Merchant accepts to be liable and holds Intergiro harmless of any fees or fines suffered by Intergiro from the Card Schemes that result from registering a service provider as agent with the Card Schemes or if the Merchant failed to disclose any third party service provider to Intergiro.
5.7 The Merchant acknowledges and understands that acquirers must register applicable service providers as agents and service providers must be registered with each unique acquirer for whose merchants they provide services. The Merchant agrees to provide any supporting information to Intergiro upon request and without delay.
6. Card Acceptance
6.1 The Merchant shall accept all Cards unless otherwise agreed with Intergiro in the Agreement. The Merchant shall only process Card Transactions through Intergiro with the MCC codes decided upon by Intergiro.
6.2 The Merchant undertakes to (i) accept Card as a payment for all of the Merchant’s goods or services irrespective of the amount of the purchase, and (ii) not charge any additional fees for a Transaction made by Card.
6.3 The Website(s) must comply with the Website(s) Requirements and the Card Scheme Rules, including providing the Website(s) visitors and Cardholders with adequate information regarding:
- the products and services offered by the Merchant;
- the Merchant’s refund/cancellation policy and terms of purchase;
- customer service contact;
- the Merchant’s store / business address and business information (reg nr, reg address, VAT)
- the delivery policy; and
- any other information legally required in the country where the Merchant is selling its products and services.
6.4 The Merchant shall send a payment order/receipt to the Cardholder following a purchase from the Website(s) and otherwise comply with applicable laws and regulations, including consumer protection laws. The Merchant recognises that Intergiro may at any time request supplementary information about any of the Cardholder's orders processed by the Merchant, and agrees to provide any such information to Intergiro without delay.
6.5 The Merchant is required to maintain a fair policy with regard to the return/cancellation of products or services. Any non-returnable items / services must be clearly marked as such.
6.6 The Cardholder's acceptance of the Merchant’s terms and conditions shall be made using checkboxes and be logged by the Merchant.
6.7 The Merchant undertakes to notify Intergiro within two (2) Business Days if it makes any material changes to the Website(s), its policies or procedures or its Customer terms and conditions.
6.8 The Merchant may not submit to Intergiro Transactions made by Card if:
- the Transaction is made from another website than the Website(s);
- the Card is issued in the Merchant’s own name or links to Employees or Owners of the store;
- the goods or services have not, or will not, be delivered;
- the Authorisation is denied;
- the amount of the purchase is split between several Transactions or Cards; or
- the Merchant is in any way in breach of their Agreement with Intergiro.
6.9 The Merchant undertakes to implement EMV 3DS 3dsv2, in accordance with Intergiro’s or the PSP’s instructions, to comply with the Card Scheme Rules and applicable EU legislation.
6.10 The Merchant undertakes to comply with all applicable laws and regulations applicable to its business, including marketing regulation.
7. Submission of Transactions and Authorisation
7.1 The Merchant shall submit to Intergiro the Transactions made by Card in real-time (not in batches), using the API or the third-party PSP’s technical infrastructure, as instructed by the third-party PSP.
7.2 The delivery of the goods or services from the Merchant to the Cardholder shall be initiated within the time frame specified in the MAAF. This timeframe and any other relevant order conditions will also be specified on the Merchant’s website (on the product pages and/or the delivery policy).
7.3 To the extent required, each Transaction made by Card shall be captured by the Merchant using the Merchant Portal or API, or the equivalent technical service provided by the third-party PSP.
7.4 The Merchant acknowledges that the rules on strong customer authentication apply to Transactions made by Cards issued within the EU and the European Economic Area, and consequently that the Cardholder must approve the Transaction made by Card in accordance with the applicable laws.
7.5 The Merchant further acknowledges that it is the sole responsibility of the issuer to finally approve the Transaction made by Card.
7.6 In certain situations, if the Authorisation is denied by the issuer, the Merchant may not make a new Authorisation. Further information is provided in the PSPSTC or available from the Merchant’s third-party PSP.
7.7 If a Cardholder has made two identical purchases on the Website(s) with a Card, the Merchant is required to contact the Customer to ascertain if both Transactions are correct. To the extent one of the Transactions is incorrect, the Merchant shall cancel that Transaction and not deliver the goods or services for such Transaction.
7.8 If a purchase by the Cardholder has clear links to the Merchant (the Cardholder is a store owner, family member or director), the Merchant is required to notify Intergiro of any such purchase so that the purchase may be manually reviewed before the goods or services are delivered.
8. Card Scheme Rules
8.1 The Card Scheme Rules are published on the Card Schemes’ websites. The Merchant undertakes to inform itself about the content of the Card Scheme Rules, and the Merchant acknowledges that the Card Scheme Rules may be amended by the Card Schemes at any time without notice. Intergiro reserves the right to amend these CASTC or the Agreement (except the MAAF) to comply with (changes to) these rules.
8.2 The Merchant undertakes to comply with the Card Scheme Rules (including those regarding use of the Card Schemes’ marks, acceptance, risk management, transaction products, and any Card Scheme products, programs or services in which the Merchant chooses to participate) and to accept payments only for bona fide transactions.
8.3 The Merchant is aware that a violation of the Card Scheme Rules shall constitute a material breach of the Agreement and that it may, in Intergiro’s sole discretion, result in Intergiro terminating the Agreement or, subject to notification to the Merchant, withholding the Proceeds. Any violation of the Card Scheme Rules and/or the Agreement may also result in the Card Schemes levying fines upon the Merchant or Intergiro, which the Merchant in each case shall be responsible and liable for.
8.4 Multiple merchant relationships (portfolios) may not be transferred or assigned from one sponsoring acquirer to another without the express written approval of the acquirer holding the merchant agreement and Intergiro must be notified of any such activity prior to it taking place. Ownership of the Merchant’s Card Transactions rests with Intergiro as the Card Schemes’ acquirer.
8.5 If any of the Card Transactions become subject to a dispute, refund or reversal or if a Card Transaction has been submitted in error or without authorisation, the Merchant understands that liability for any such Transaction does not sit with Intergiro, unless the error occurs due to Intergiro’s fault. The Merchant acknowledges and agrees to be liable for any such disputes, refunds, reversals or errors or faults. The Merchant undertakes to provide any requested documentation relevant for the dispute process within the timeframe provided by Intergiro. The Merchant is not allowed to take or omit any action that damages Intergiro’s interests or that of the Card Schemes. In any such case, Intergiro may discontinue the Card Acquiring Services to the Merchant.
8.6 The Merchant understands that they have the option to dispute any Chargeback that is imposed on them and Intergiro can facilitate this process, but the ultimate decision to grant or deny a Chargeback lies with the card issuer and Intergiro has no involvement in this process nor does Intergiro accept any liability for their role in providing support with a disputed Chargeback. A Chargeback can generally be initiated up to 180 days after the Card Transaction has been processed. Depending upon the product, the region and other circumstances this Chargeback period may even be longer. The Merchant will undertake to consult the Card Scheme Rules for further details on Chargebacks. The Merchant further accepts that an excessive number of Chargebacks may result in Intergiro being required, under any such rules or by rules of the Card Schemes, to implement additional restrictions and/or conditions on the provision of the Card Acquiring Services to the Merchant.
8.7 The Merchant agrees that Intergiro and the Card Schemes have the right to carry out forensic investigations, inspections or audits on the Merchant’s business, transactional activity and/or procedures and make copies of the Merchant’s books, accounts and records pertaining to any services if Intergiro or the Card Schemes deem it necessary to review or audit any relevant records for the purpose of ascertaining compliance with the Agreement, the Card Scheme Rules and regulations and/or applicable laws. In any such occasion, the Merchant agrees to co-operate in full with Intergiro and/or the Card Schemes.
8.8 The Merchant understands that card payments result in certain risks and accepts that there are no guarantees for completed Card Transactions as they may be reversed by the Cardholder or the issuer at a later stage. The Merchant acknowledges that they are fully responsible and liable for any Chargebacks, and they are required to take all reasonable measures to prevent Chargebacks and to manage the Cardholder dispute levels below the applicable thresholds of the Card Schemes’ monitoring programs. The Merchant undertakes to be liable for all fines related to its breach of a Card Scheme program threshold.
9. High-Brand Risk Merchants
9.1 If the Merchant operates in a high brand risk industry (“HBR Merchant”), as defined by a Card Scheme, they are obliged to comply with the Card Scheme Rules specific High-Brand Risk requirements.
9.2 HBR Merchants are subject to obligatory registration requirements with the Card Schemes and the Card Scheme’s requirements for the relevant merchant category code (MCC), including obligatory registration of the HBR Merchant in high brand risk programs (Visa PRM and Mastercard MRP). During the HBR Merchant registration, key information about the HBR Merchant, such as URL(s), principal identity, business address, dates of site inspection and approved monthly sales volume is gathered and provided to the Card Scheme(s) for review, financial statements or any additional required information. The Merchant undertakes to provide any such information to Intergiro upon request and without delay.
9.3 The registration of an HBR Merchant with the Card Schemes is subject to the payment of initial registration fees and annual fees. To the extent the Merchant is an HBR Merchant, it undertakes to pay such registration fees and annual fees.
9.4 Intergiro reserves the right to restrict the onboarding of HBR Merchants in accordance with its internal policies and/or risk appetite or to add additional requirements on top of the requirements of the Card Schemes.
10. PCI Compliance
10.1 The Merchant must maintain and demonstrate compliance, at its own cost, with the requirements of the Payment Card Industry Data Security Standards (“PCI-DSS”) as applicable to its business and to the Card Schemes’ security requirements, including protection of Card Transaction information. In the event that the Merchant makes use of Intergiro’s or a third party’s hosted solution, the Merchant shall not capture, intercept or have access to any Card Transaction details (including payment card data) other than made available to the Merchant through the Merchant Portal or the APIs. In such case, the Merchant shall fill-in the PCI-DSS self-assessment questionnaire to ensure compliance with aforesaid rules. Card Schemes are permitted to implement updates or system changes as they deem necessary.
11. Data Sharing
11.1 To the extent applicable, the Merchant authorises Intergiro to disclose and receive Personal Data, if required for the provision of the Card Acquiring services, to or from third parties with which the Merchant has an agreement, including but not limited to a third-party PSP, an independent sales organisation (ISO), processor or technical gateway. The disclosing party will be the sole Data Controller for any Processing activities up to the disclosure of the Personal Data so shared and for the disclosure itself. The receiving party will be the sole Data Controller for all Processing activities occurring after the disclosure. If Intergiro and the relevant third party would be deemed joint Data Controllers, the Merchant undertakes to assist Intergiro with entering into a data sharing arrangement with such third party to fully comply with the GDPR and article 26 of the GDPR in particular.
12. Pricing and Payment of Fees
12.1 To the extent the Merchant exceeds any of the Card Scheme thresholds applicable to their Card Transactions, Refunds and/or Chargebacks, Intergiro has the right to charge additional Fees.
12.2 HBR Merchants undertake to pay the Card Scheme fees for high-brand risk MCCs, including registration fees and annual fees.
12.3 The Merchant is liable to pay any applicable interchange fees, Card Scheme fees, assessments and charges incurred by Intergiro as a result of their use of the Card Acquiring. In addition to the above, Intergiro reserves the right to pass on to the Merchant any fines levied by Card Schemes in relation to the Card Transactions processed by the Merchant or in case of the Merchant’s failure to comply with the Card Scheme Rules. Intergiro further advises that the Merchant should make themselves aware of the Card Scheme Rules.
13.1 In addition to the grounds for termination set out in the Merchant General Terms and Conditions, Intergiro may terminate the Card Acquiring services if:
- 13.1.1 the Merchant is close to or has already breached applicable thresholds of any Card Scheme’s chargeback and/or fraud monitoring programs;
- 13.1.2 the Merchant did not disclose that it has been terminated and/or blacklisted by other Card Scheme members;
- 13.1.3 the Merchant’s submitted Transactions include an unacceptable level of fraudulent or unauthorised Transactions, of chargebacks or return rates, as determined by Intergiro or the Card Scheme Rules;
- 13.1.4 if the Merchant submits Transactions for any website other than the Website(s);
- 13.1.5 if any of the Merchant’s activities violate any Card Scheme Brand Protection programs, Card Scheme Rules or policies;
- 13.1.6 if the Merchant makes material changes to its Website(s), business activities, products or services and/or (sales) practises which Intergiro do not approve of and notifies the Merchant and the Merchant does not cure the issues within the time limit provided by Intergiro in such notification; or
- 13.1.7 if the Merchant’s business practices and exception item activity, or any other activity, may create financial losses, harm, reputational damage or loss of goodwill to the Card Schemes or Intergiro as an acquirer.
13.2 In addition to the grounds for suspension set out in the Merchant General Terms and Conditions, Intergiro has the right, in its sole discretion, to immediately suspend the Services and place a hold on the Proceeds if the Merchant’s submitted Transactions include an unacceptable level of fraudulent or unauthorised Transactions, of chargebacks or return rates, as determined by Intergiro or the Card Scheme Rules.
14.1 The Merchant agrees to use and prominently display marks of the Card Schemes as required in accordance with the Card Scheme Rules. The Merchant agrees not to (i) alter any marks, (ii) display one mark more prominently, (iii) indicate that any Card Scheme endorses the products or services, or (iv) violate any other Card Scheme Rule or Intergiro’s requirements to the use and display of any mark.
14.2 All marks and references shall be immediately removed after termination of the Agreement or upon notification by the relevant Card Scheme.
15. Requirements following termination of the Agreement
15.1 Upon termination of the Agreement, the Merchant is no longer allowed to use the protected trademarks “Intergiro”, “MasterCard” or “Visa” in any form. Thus the Merchant is required to remove all references to Intergiro and the Card Schemes from their business premises, Website(s) or other offers or from other places that connect to their business activity.
15.2 Card Transactions that were already in progress shall be completed irrespective of the termination of the Agreement, and Intergiro will make payments of any processed Card Transactions in accordance herewith.
15.3 The Merchant agrees to immediately pay any and all amounts due to Intergiro and understand that they shall be held liable to pay any fees charged by Intergiro after termination for any Card Acquiring Services delivered thereafter. The Merchant further undertakes to indemnify and hold Intergiro harmless for any fees or charges that arise due to chargebacks or refunds that occur after the termination of the Card Acquiring Services.
15.4 According to the Card Schemes’ policies, payments may be disputed 18 months after the Card Transaction date or the expected delivery date, and in some cases longer. Intergiro therefore has the right to hold the Reserve (including any security deposits, collateral and unpaid turnover amounts) for as long as required, but not more than 24 months after the Agreement is terminated, to cover Intergiro’s credit risks.
16. Merchant’s Liability
16.1 The Merchant accepts full liability for all Card Transactions, all reversed Card Transactions, all chargebacks, any fines and all other amounts due (or which may become due) under the Agreement during its term and after its termination for any reason whatsoever. If so required, the Merchant will indemnify Intergiro for claims (as well as all costs incurred by Intergiro in relation to such claims) of the the Cardholders, issuers, Card Schemes and/or third parties arising from or relating to their Card Transactions, the Website(s), their failure to comply with Card Scheme Rules and/or the Agreement or other (unlawful) acts by the Merchant with respect to their Cardholders and/or third parties.
16.2 If the Merchant’s chargeback levels are (becoming) excessive, Intergiro may be required to take one or more of the following actions and the Merchant agrees to cooperate with any requests or instructions:
- request additional information about any of the transactions processed by the Merchant using Intergiro’s Services;
- request the Merchant’s financial statements or management accounts (including profit and loss statements, balance sheets and cash flow statements);
- increase the rolling reserve or security deposit in accordance with section 5;
- stop payouts for as long as we deem it necessary;
- change anti-fraud settings;
- limit transaction volumes;
- request an action plan;
- carry out an enhanced due diligence (EDD);
- request and review Merchant’s internal procedures relating to card acceptance and notify Merchant of any measures to be taken to avoid future chargebacks;
- increase fees or add fees to process chargebacks;
- take any other measure it deems necessary; and/or
- terminate the Agreement.
16.3 The Merchant accepts that, in case Intergiro decides to terminate the Agreement with the Merchant, Intergiro may be obliged by Card Scheme Rules to add the Merchant’s data to the terminated files with the Card Schemes (MATCH and VMSS).
16.4 Additionally, the Merchant undertakes to pay any fees, fines and costs assessed by the Card Schemes relating to their excessive chargeback levels and/or violation of Card Scheme Rules, policies and procedures, brand protection programs, as well as any legal/regulatory violation fees, fines or costs which Intergiro as acquirer may be charged with due to the Merchant’s activities. The Merchant undertakes to bear all costs, fees and/or fines linked to any violations which occurred on their Merchant User Account or due to the Merchant’s activity, including any Card Schemes’ non-compliance fees and fines. In case of any such violations, the Merchant shall also bear any costs linked to additional risk checks and other operational costs, reputational and operational damages of Intergiro as the acquirer.
16.5 Should a negative balance occur, the Merchant is liable to cover such negative balance as soon as possible.
16.6 To the extent that Intergiro has approved the Merchant to sell goods, services or content which is provided to the Cardholders by another party, including but limited to gift certificates, event tickets, flight tickets or the equivalent, the Merchant is liable for the goods, services or content as if the Merchant had provided such goods, services or content themself. The delivery of the ticket or gift certificate to the Cardholder shall not be considered as the delivery of the goods, services or content.