These Partnership & Integration Terms and Conditions ("Terms") govern the integration between your platform and our payment and payout infrastructure, and the commercial partnership arising from it. By integrating with, accessing, or using our infrastructure for the purposes described in these Terms, you ("the Partner") accept and agree to these Terms. You accept these Terms and the Commercial Terms by confirming your acceptance in the onboarding flow in which they are displayed to you. The Commercial Terms displayed and accepted at that time are binding, govern the partnership, and form part of these Terms. These Terms take effect on the date you first accept them or begin the integration, whichever is earlier (the "Effective Date"), and continue until terminated as set out below.
We operate payment and payout infrastructure, including onboarding and account functionality. You operate a platform serving your own customers. These Terms allow the two platforms to be integrated into a combined Partner Product, so that your customers can manage their operations and the related payouts end-to-end, combining your platform's functionality with our payment and payout capabilities.
"Integrated Accounts" means customer and/or end-user accounts connected to our infrastructure via the integration with your platform.
"Partner Product" means the integrated product made available to customers through the integration of your platform with our payment and payout infrastructure, enabling account onboarding and linking, the core payment and payout flow through our infrastructure, and reporting sufficient to calculate the fees under these Terms.
"TPV" (Total Payment Volume) means the total gross amount of payment transactions successfully processed (captured/settled) through Integrated Accounts in a calendar month, net of refunds, chargebacks and reversals processed in that month.
"Commercial Terms" means the fee rates, the annual fee, the ramp-up period, the minimum term, and the settlement period and currency that are presented to and accepted by you when you accept these Terms (for example, in our onboarding flow or the order summary shown to you). The Commercial Terms form part of these Terms.
"Confidential Information" means non-public information disclosed by one of us to the other that is marked confidential or would reasonably be understood to be confidential.
You are responsible for operating and maintaining your platform, building and maintaining the integration on your side, providing first-line support to your customers, and supporting the user flows (e.g. onboarding, authorizations, disclosures) required for us to perform our activities.
We are responsible for operating and maintaining our infrastructure, including onboarding and account management; providing the APIs, webhooks and/or SDK components reasonably required for the integration; providing reporting sufficient to calculate the fees and to enable transparent volume and revenue attribution, to the extent supported by our systems; and conducting the compliance and customer due-diligence processes within our scope (including any applicable regulatory screening).
Each of us will designate a technical lead and a commercial lead, and will meet at least monthly during active build phases or as otherwise agreed.
The fees, the annual fee, the ramp-up period, the minimum term, and the settlement period and currency that apply between us are those set out in the Commercial Terms presented to and accepted by you when you accept these Terms.
We may charge each customer onboarded to our payment and payout services through the integration the customer fee set out in the Commercial Terms (the "Customer Fee") for the use of those services. The Customer Fee is calculated on TPV and is typically charged to the customer using the payment and payout services; we may agree to allocate it differently, which will be reflected in platform configuration and end-user disclosures.
We pay you the affiliate commission set out in the Commercial Terms (the "Affiliate Commission") in respect of TPV processed through Integrated Accounts of customers onboarded through the integration. The Affiliate Commission is calculated on TPV and paid by us to you, provided the Annual Fee then due has been paid.
To be entitled to receive the Affiliate Commission, you pay us the annual fee set out in the Commercial Terms (the "Annual Fee"). No Annual Fee is payable during the ramp-up period set out in the Commercial Terms (the "Ramp-Up Period"), which runs from the Effective Date. After the Ramp-Up Period, the Annual Fee is payable in full and remains a condition of your entitlement to the Affiliate Commission.
We will provide a monthly statement showing TPV, the Customer Fee, and the Affiliate Commission due to you. The Affiliate Commission is calculated monthly and settled within the settlement period set out in the Commercial Terms, by bank transfer in the settlement currency set out in the Commercial Terms. If TPV is processed in multiple currencies, amounts will be converted to that settlement currency for calculating the fees, using a prevailing market reference rate reflected in the monthly statement. Each of us bears its own costs unless agreed otherwise in writing. Fees are exclusive of any applicable taxes, which will be charged where applicable.
We will not increase the Customer Fee, reduce the Affiliate Commission, or change the fee structure or calculation methodology without your prior written consent.
Each of us grants the other a limited, non-exclusive, non-transferable licence during the term of these Terms to use its trademarks and logos solely for partnership and integration marketing, subject to prior written approval (not unreasonably withheld) and the owner's brand guidelines.
Each of us retains all rights in its pre-existing technology and materials ("Background IP"). Each owns the integration code and configurations it creates, subject to the other's Background IP. No rights are granted by implication; all licences must be express. Feedback may be used freely, provided Confidential Information is not disclosed.
Each of us will keep the other's Confidential Information confidential and use it only to perform under these Terms. These obligations do not apply to information that is public without breach, independently developed, or lawfully obtained from a third party. They survive termination for three (3) years, and for trade secrets for as long as they remain trade secrets.
Each of us will comply with applicable data protection laws and will enter into a data processing agreement if required, allocating controller and processor roles for each relevant data flow. Each will maintain appropriate technical and organizational measures to protect personal and business data.
Each of us warrants that it has authority to enter into these Terms. Except as expressly stated, each provides its products and services "as is" and disclaims implied warranties to the extent permitted by law.
Neither of us is liable to the other for indirect or consequential damages (including loss of profit, goodwill, or business interruption), to the extent permitted by law. Aggregate liability under these Terms is capped at the total fees paid or payable during the twelve (12) months preceding the event giving rise to the claim (or, if shorter, since these Terms took effect). These limitations do not apply to liability that cannot be limited by law, or to wilful misconduct or gross negligence.
These Terms run from the date they take effect until terminated. Either of us may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days after written notice, or immediately if the other becomes insolvent, enters bankruptcy or insolvency proceedings, or ceases business.
Neither of us may terminate for convenience before the end of the minimum term set out in the Commercial Terms (the "Minimum Term"). After the Minimum Term, either of us may terminate for convenience on sixty (60) days' written notice.
On termination, accrued payment obligations survive, each of us will cease use of the other's trademarks and return or destroy Confidential Information on request, and we will both cooperate in good faith on an orderly wind-down for up to ninety (90) days, subject to legal and compliance constraints.
Notices must be in writing and delivered to the contact address each of us designates for this purpose.
We may update these Terms from time to time. Changes that materially affect your rights will be notified to you, and your continued participation in the integration and partnership constitutes acceptance of the updated Terms.
These Terms are governed by the laws of Switzerland, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction, to the extent legally permissible, is Zurich, Switzerland.
We act as independent contractors; nothing in these Terms creates an agency, employment, partnership, or joint venture. These Terms, together with the Commercial Terms, are the entire agreement on their subject matter and supersede prior understandings. Neither of us may assign without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations. If any provision is invalid, the remainder stays effective and will be replaced with one that best reflects the original intent. These Terms are made in English.