Introducer Partner General Terms and Conditions
1. The Agreement
1.1 The Partner and Intergiro have executed the Introducer Partner Agreement through which the Partner accepts and agrees to these Introducer Partner General Terms and Conditions.
1.2 The Agreement, including these Introducer Partner General Terms and Conditions govern the introducer partnership between the Partner and Intergiro.
2.1 On the terms of and subject to the Agreement, Intergiro hereby grants the Partner a non-exclusive right to promote and market the Services within the Territory and to solicit Potential Customers to use the Services and to refer such Potential Customers to Intergiro.
2.2 Each Potential Customer referred to Intergiro by the Partner shall:
2.2.1 be incorporated and operating within Intergiro’s licensed area, being the European Union and the European Economic Area;
2.2.2 comply with Intergiro’s Operational Requirements; and
2.2.3 have expressed an interest in using the Services.
2.3 To refer a Potential Customer for Card Acquiring, the Partner shall, together with the Potential Customer, fill out the Merchant Application and collect the required supporting documentation and provide it to Intergiro (a “Merchant Referral”).
2.4 To refer a Potential Customer for Business Banking, the Partner shall register the Potential Customer in the Introducer Portal (a “Corporate Referral”).
2.5 Intergiro reviews each Referral in accordance with Intergiro’s Policies and decides, in its sole discretion, to accept or reject a Referral.
2.6 Intergiro shall communicate its decision to accept or reject a Referral and inform the Partner of its decision.
2.7 Intergiro has the right to reject a Referral that concerns an already existing Customer of Intergiro without review.
3.1 If the Referral leads to an Introduced Customer, the Partner is eligible to receive a Commission, as agreed between the Parties in the Introducer Partner Agreement. The Partner is entitled to Commission for the duration of this Introducer Partner Agreement and for a period of three (3) months following termination.
3.2 The Commission is paid out in euros in arrears in accordance with the payment frequency (the “Period”) set out in the Introducer Partner Agreement. To the extent the Commission amounts to less than five (5) euros, no Commission shall be paid out and such amount shall be depreciated.
3.3 Within ten (10) Business Days of each preceding Period, Intergiro shall:
3.3.1 submit the Commission Report to the Partner; and
3.3.2 pay the Commission to the Partner’s Account.
3.4 If applicable, the reference date for any currency exchange shall be the last day of the Period in which the Commission has accrued.
3.5 The Partner acknowledges that the Commission Report and any related information are derived from information that may qualify as banking secrets, personal data and/or confidential information of or relating to the Introduced Customers. Therefore, for the avoidance of doubt, the Commission Report shall only contain anonymised and/or aggregated information as applicable and appropriate in Intergiro’s sole opinion for the protection of the rights of Intergiro’s customers, including Introduced Customers and other third parties.
3.6 The Partner has the right to, in writing with satisfactory substantiation thereto, object to the Commission Report within two (2) Business Days following the day on which Intergiro submitted the Commission Report to the Partner. Unless the Partner exercises its objection right under the Agreement in an unsubstantiated, excessive or otherwise unreasonable or bad faith manner or after the defined deadline, Intergiro shall provide additional information in order to resolve an objection and Intergiro, in its sole discretion, may redact data in such information to the extent necessary for the protection of the rights of Intergiro’s customers, including Introduced Customers, and other third parties.
3.7 Intergiro reserves the right to set and/or adjust, always at Intergiro’s sole discretion, (i) at any time the pricing scheme to be applied to any Introduced Customer and (ii) upon the commencement of a Renewal Term the Commission Percentage. The Partner’s right to the Commission shall always be applied to the pricing actually charged to Introduced Customers. Intergiro shall notify the Partner of any planned adjustments of pricing at least thirty (30) days in advance.
4. Partner warranties and obligations
4.1 The Partner warrants and represents that:
4.1.1 it complies and undertakes to continue to comply, with all applicable laws, regulations, regulatory policies and guidelines, industry codes, rules or requirements of any regulatory body or similar applicable to the Partner;
4.1.2 it has the legal capacity and all (if any) necessary licenses or permits to conduct the Referral activities;
4.1.3 it shall not make a Referral if Partner is aware that a Potential Corporate Customer and/or Potential Merchant (as applicable) is engaged in illegal or criminal activities, including but not limited to money laundering or terrorist financing; and
4.1.4 to the extent that the Partner has any ownership interest or any potential conflict of interest in a Potential Corporate Customer and/or Potential Merchant (as applicable), the Partner has informed the Potential Corporate Customers and/or Potential Merchants (as applicable) board of directors or equivalent of such potential conflict of interest prior to submitting the Referral.
4.2 The Partner undertakes to, upon request by Intergiro, provide a statement evidencing that the Partner is the holder of the Partner’s Account.
4.3 Upon request by Intergiro, the Partner shall assist Intergiro with industry-specific due diligence input for Referrals. The Parties shall strive to increase automation for this process as the cooperation progresses.
5.1 Neither Party shall be liable to the other Party for any indirect losses, damages or consequential damages, including but not limited to loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings or loss or corruption of data.
5.2 Intergiro’s total liability to the Partner for any claims, costs, expenses, damages or losses under the Agreement shall be limited to the total amount of the Commission paid or payable by Intergiro to the Partner during the six (6) months immediately preceding the date on which the claim, cost, expense, damage or loss occurred.
5.3 Intergiro shall not be liable to reimburse the Partner for any costs incurred by the Partner in its performance of its obligations under the Agreement.
The Partner shall hold Intergiro harmless and indemnify Intergiro against any third-party claims, damages or losses (including, without limitation, costs, expenses, reasonable legal fees and administrative fines, sanctions, penalties, decisions or awards issued by a competent authority or court with jurisdiction) Intergiro incur in connection with Partner’s breach of the Agreement.
7. Force majeure
7.1 Neither Party will be liable for any breach or delay in the performance of their obligations under the Agreement if such breach or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature, wars (incl. cyberwar), civil or military disturbances, acts of terrorism, sabotage, strikes, riots, epidemic, pandemic or acts of God or any cause beyond the reasonable control of the non-performing Party. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimise its effect.
7.2 The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one hundred and eighty (180) days after the date of the occurrence, and such failure to perform would constitute a material breach of the Agreement in the absence of such force majeure, the non-performing Party may terminate the Agreement pursuant by written notice to the other Party.
8. Term and termination
8.1 The Agreement shall enter into force on the Effective Date for an initial period until 31 December of the calendar year of the Effective Date (the “Initial Term”) after which the Agreement shall be renewed for subsequent twelve (12) months periods (each a “Renewal Term”) unless terminated in writing by either Party. Such termination without cause shall only take effect at the end of the Initial Term or a Renewal Term, as applicable, and notice thereof shall be provided at least sixty (60) days prior to such termination.
8.2 Intergiro shall be entitled to terminate the Agreement with immediate effect if:
8.2.1 a competent authority or change in applicable laws requires the termination of the Agreement;
8.2.2 a change of control occurs, including but not limited to any merger, consolidation or acquisition of the Partner with, by or into another corporation, entity or person, without Intergiro’s prior written consent, not to be unreasonably withheld provided that the acquirer is reasonably acceptable to Intergiro; or
8.2.3 the Partner undertakes any activity that may result in undue economic hardship or damages to the goodwill of Intergiro if the Partner fails to take corrective action.
8.3 Intergiro shall be entitled to, after careful consideration, terminate the Agreement with thirty (30) days’ prior notice.
8.4 In the event that Intergiro terminates the Agreement in accordance with clause 8.2, the Partner will forfeit the right to any and all unpaid and future Commission.
8.5 Either Party is entitled to terminate the Agreement with immediate effect if the other Party suspends payments, goes bankrupt or can otherwise be considered insolvent.
8.6 Upon termination, all outstanding financial matters between the Parties shall be finally settled and be considered immediately due and payable.
9.1 Each Party undertakes to keep the Confidential Information strictly confidential, irrespective of the means of disclosure to a Party, including in written, oral, digital or any other form or medium (including any recording, copy, reproduction or analysis derived from such information). Confidential Information shall remain the property of the disclosing Party for all purposes.
9.2 A Party may only disclose Confidential Information to its Permitted Receivers on a need-to-know basis for the purpose of fulfilling its obligations under the Agreement, to the extent the Permitted Receiver is bound by adequate confidentiality undertakings.
9.3 The receiving Party is liable for any breach of this confidentiality undertaking by itself or its Permitted Receiver.
9.4 A Party may, to the extent required by applicable law, disclose Confidential Information in accordance with the order or decision of a competent court or authority, provided that: (i) such Party, if permissible under applicable law, notifies the other Party in writing of any such intended disclosure as soon as reasonably practicable prior to such disclosure, (ii) such Confidential Information is disclosed to the minimum extent legally required, and (iii) the Party promptly requests confidentiality restrictions to be applied regarding the disclosed Confidential Information. Notwithstanding any disclosures pursuant to this clause, the disclosed Confidential Information shall remain subject to this duty of confidentiality.
9.5 Each Party shall treat the other Party’s Confidential Information with the same care as it treats its own Confidential Information (no less than reasonable care).
9.6 The receiving Party’s duty to protect the Confidential Information commences on the date the Confidential Information is disclosed to the receiving Party and shall remain in effect for a period of five (5) years after the termination of the Agreement. Confidential Information about Referrals may be subject to banking secrecy, meaning that such Confidential Information shall remain confidential for an unlimited period of time, even after the termination of the Agreement.
10. Data protection and data sharing
10.1 The Partner will share Personal Data regarding Referrals with Intergiro, e.g. name or contact details of their Representatives.
10.2 Each Party must ensure compliance with the GDPR, local legislation relating to Personal Data along with any guidance and codes of practice issued by the relevant data protection or supervisory authority. Each Party shall be individually and separately responsible for its own compliance.
10.3 Each Party acknowledges that it is a separate and independent controller of any Personal Data that will be processed regarding the Referrals.
10.4 If the Parties nonetheless would become joint data controllers they will cooperate to fully comply with the GDPR and article 26 in particular.
10.5 Each Party shall implement appropriate technical and organisational measures to protect Personal Data. Any transfer of Personal Data from the European Economic Area to a third country shall be made in accordance with Chapter 5 (Art. 44-50) of the GDPR.
10.6 In the event that the Partner suffers any actual or suspected data breach (including any unauthorised access or use) with respect to the personal data regarding the Referrals, the Partner shall notify Intergiro without undue delay and the Parties shall reasonably cooperate with each other in taking such measures as may be necessary to notify affected individuals, comply with each Party’s obligations under applicable privacy law, and mitigate or remedy the effects of such data breach.
10.7 In the event of a dispute or claim brought by a Referral or a data protection authority concerning the processing of Personal Data shared against either or both of the Parties, the Parties will inform each other about any such disputes or claims and will cooperate with a view to settling them amicably in a timely fashion.
11.1 All the intellectual property, including any goodwill associated with it, in Intergiro’s products and services are owned by Intergiro or Intergiro’s licensors (such as Intergiro’s logo and designs, the content on Intergiro’s website, all software and source code etc). The Partner does not have any right to use Intergiro’s or Intergiro’s licensor’s name, trademarks, logos or other intellectual property.
11.2 The Partner must not copy, reproduce, modify, reverse engineer or disassemble any of Intergiro’s products, services or any intellectual property rights.
11.3 The Partner shall immediately notify Intergiro as soon as it becomes aware of any actual or alleged infringement of any of Intergiro’s intellectual property which occurs during the Agreement and shall use its best endeavours to avoid, circumvent, overcome or minimise the effect of such actual or alleged infringements may have upon the provision of the Services under the Agreement.
11.4 Some of the software included in the related services may be offered under an open-source license with different terms. A list of open-source software licenses applicable from time to time can be provided upon request by the Partner.
12.1 Intergiro may unilaterally change these Introducer Partner General Terms and Conditions or the Definitions, from time to time for example to introduce new functionality. Intergiro will inform the Partner of such changes by updating the date at the top of the changed document, published on www.intergiro.com. Intergiro may also publish information regarding the changes on the website www.intergiro.com. Please revert to these Introducer Partner General Terms and Conditions and the Definitions.
12.2 No failure to exercise, nor any delay in exercising, any right or remedy under the Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise of any right or remedy.
12.3 Intergiro and the Partner are independent contractors and are not partners or joint ventures with regard to the subject matter of the Agreement. Neither party is the agent of the other nor shall either party have the right to impose any obligation on the other party in relation to third parties without the other party’s prior written consent.
12.4 Neither Party may assign its rights or obligations under the Agreement without the other Party’s consent, however, Intergiro may assign its rights and obligations under the Agreement to an Intergiro group company, or in connection with a merger, sale of stock, sale of assets or the equivalent, to a third party without the Partner’s consent.
12.5 If any provision of the Agreement is declared or deemed void, invalid or unenforceable in whole or in part for any reason, the remaining provisions of the Agreement shall continue in full force and effect. The Parties shall in good faith seek to amend such void, invalid or unenforceable provisions and thereby the Agreement in order to give effect to, insofar as possible, the spirit of the Agreement and to achieve the purposes intended by the Parties.
12.6 If the Partner or its business covered by the Agreement is transferred or sold to a third party, the Partner or the acquirer shall request Intergiro’s consent to such transfer or sale.
12.7 The Partner is not under any circumstances entitled to legally represent or act on behalf of Intergiro. The Partner shall make no representations, statements or commitments about the Services, including but not limited to its prices. Nothing herein contained shall be deemed to create an agency, joint venture, partnership or similar relationship between the Parties other than the contractual relationship expressly provided for herein. The Partner shall, in all dealings with Potential Corporate Customers or Potential Merchants, ensure that such Potential Corporate Customers or Potential Merchants are aware that the Partner is only acting in its capacity to refer Potential Corporate Customers or Potential Merchants on the terms of the Agreement and that it does not have any other relationship with Intergiro.
12.8 The Partner must receive prior written approval of any marketing materials that include Intergiro’s name or trademark before using it. Intergiro shall review such marketing materials within a time period that is reasonable in light of the quantity and complexity of the materials submitted.
12.9 The Agreement shall constitute the entire agreement regarding the subject matter hereof and shall replace and supersede all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, express or implied, by any officer, agent, employee or representative of either of the Parties between the Parties in respect thereof.
12.10 The Partner acknowledges and agrees that the relationship with the Partner is non-exclusive and that Intergiro may contract with as many additional Partners as Intergiro in Intergiro's sole discretion sees fit.
12.11 Intergiro acknowledges and agrees that the relationship with the Partner is non-exclusive and that the Partner may refer clients to other companies than Intergiro.
12.12 For the avoidance of doubt, no remedies or sanctions provided for under the Agreement shall be considered as sole and exclusive and the Parties shall have the right to invoke any rights and sanctions available to it under the Agreement and/or under any Laws.