Master Merchant Agreement

1. Purpose and Scope

This Agreement governs the provision of payment processing, merchant aggregation, and related services by FINBPM to the Merchant. FINBPM acts as a master merchant and provides access to payment infrastructure and associated services in accordance with applicable laws and regulations. This Agreement does not include pricing or fee terms, which shall be agreed separately in writing.

2. Definitions

"Applicable Law" means all laws, regulations, rules, and regulatory guidance applicable to the Parties. "Business Day" means a day other than a Saturday, Sunday, or public holiday in Gibraltar. "Services" means the payment processing, settlement, reporting, and related services provided by FINBPM. "Transaction" means any payment or financial transaction processed through the Services.

3. Eligibility and Onboarding

3.1 The Merchant represents that it is a duly incorporated corporate entity registered in the EEA or the United Kingdom.

3.2 The Merchant confirms that it does not require regulatory authorization or licensing to conduct its business.

3.3 The Merchant agrees to complete FINBPM’s onboarding, KYC, and compliance procedures.

3.4 FINBPM may refuse or terminate onboarding at its sole discretion.

4. Provision of Services

4.1 FINBPM shall provide the Services in a commercially reasonable manner.

4.2 FINBPM may appoint third-party service providers to support the delivery of the Services.

4.3 FINBPM does not guarantee uninterrupted or error-free Services.

4.4 FINBPM may modify or suspend Services for maintenance, security, or regulatory reasons.

5. Merchant Obligations

The Merchant shall:

Provide accurate and complete information;
Maintain lawful business operations;
Comply with all Applicable Laws;
Implement adequate fraud prevention measures;
Cooperate with compliance reviews and audits;
Immediately notify FINBPM of material changes to its business.

6. Compliance and AML/CTF

6.1 The Merchant shall comply with FINBPM’s AML/CTF, sanctions, and compliance policies, as amended from time to time.

6.2 The Merchant agrees to provide all information required for ongoing due diligence.

6.3 FINBPM may suspend or terminate Services where compliance risks are identified.

7. Representations and Warranties

The Merchant represents and warrants that:

It is validly incorporated and in good standing;
It operates within the EEA or UK;
It does not engage in regulated or licensed activities;
It has authority to enter into this Agreement;
Its activities are lawful;
Information provided is accurate and complete.

8. Settlement and Funds Handling

8.1 FINBPM shall settle Transaction proceeds in accordance with agreed settlement procedures.

8.2 FINBPM may delay or withhold settlement where required for risk management, compliance, chargebacks, or legal reasons.

8.3 The Merchant acknowledges that FINBPM is not a bank and does not hold funds as a trustee.

9. Chargebacks, Refunds, and Disputes

9.1 The Merchant is responsible for managing customer disputes and refunds.

9.2 The Merchant bears all liability for chargebacks, reversals, and related losses.

9.3 FINBPM may debit the Merchant for amounts arising from disputes or reversals.

10. Intellectual Property

All intellectual property rights in FINBPM’s systems, platforms, and documentation remain the property of FINBPM. No rights are transferred except as expressly stated.

11. Confidentiality

Each Party shall keep confidential all non-public information received in connection with this Agreement. Confidentiality obligations survive termination.

12. Data Protection

The Parties shall comply with applicable data protection laws, including GDPR and UK GDPR. Each Party acts as an independent data controller unless otherwise agreed in writing.

13. Limitation of Liability

To the maximum extent permitted by law:

FINBPM shall not be liable for indirect or consequential losses;
FINBPM’s total liability shall not exceed the fees paid in the preceding twelve (12) months.

14. Indemnification

The Merchant agrees to indemnify FINBPM against all losses, claims, and liabilities arising from:

Breach of this Agreement;
Regulatory violations;
Fraud or misconduct;
Customer disputes.

15. Term and Termination

15.1 This Agreement commences on the effective date of acceptance and continues until terminated.

15.2 Either Party may terminate with thirty (30) days’ written notice.

15.3 FINBPM may terminate immediately for breach, compliance concerns, or legal requirements.

15.4 Termination does not affect accrued rights.

16. Suspension

FINBPM may suspend Services where necessary to protect its interests, comply with law, or manage risk.

17. Assignment and Subcontracting

The Merchant may not assign this Agreement without FINBPM’s prior written consent. FINBPM may assign or subcontract freely.

18. Force Majeure

Neither Party shall be liable for failure to perform due to events beyond reasonable control.

19. Amendments

FINBPM may amend this Agreement upon reasonable notice. Continued use of Services constitutes acceptance.

20. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Gibraltar. The courts of Gibraltar have exclusive jurisdiction.

21. Severability

If any provision is held invalid, the remainder remains effective.

22. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes prior arrangements.

23. Notices

All notices shall be in writing and delivered by email or registered post to the Parties’ registered addresses.

24. Counterparts and Electronic Execution

This Agreement may be executed electronically and in counterparts, each of which constitutes an original.