Merchant’s Terms and Conditions for card processing
Inswitch Brasil (Inswitch Tecnologias Financeiras Ltda) is a company constituted under the laws of Brazil, with local ID 41.109.805/0001-55, located Alameda Vicente Pinzon, 54 - Vila Olímpia, São Paulo - SP, 04547-130, Brazil.
This legal instrument establishes the general terms and conditions governing the payment management mandate, hereinafter referred to as "TCG" or "Agreement," entered into between the Inswitch Company(s) and the Merchant.
The Merchant is obliged to use the Inswitch Solution in accordance with the terms in the contract established between the parties and/or as expressly agreed by Inswitch, where it acts as a Payment Facilitator in relation to the schemes and its local acquirer.
Inswitch is a Payment Solutions Provider that offers the Merchant the following services:
- Management of online payments from the sale of goods and services on e-commerce platforms, through an advanced technological infrastructure (known as "Inswitch Platform").
- Facilitation of payments for goods and services to buyers through various payment methods.
- Implementation of transaction validation processes with credit and debit cards to reduce the risk of fraud by identity impersonation.
- Collection, on behalf of and for the account of the Merchant, of the payments originating from the mentioned transactions.
- Transfer to the Merchant’s bank account(s) of the funds collected from these payments (hereinafter referred to as "Inswitch Services").
The term "Merchant" refers to the natural or legal person who contracts the Inswitch Services.
The "Inswitch Companies" constitute the entities providing Inswitch Services in the countries they cover.
The Merchant contracts Inswitch Services with one or several Inswitch Companies, depending on whether it processes its payments in one or several countries. If payments are processed in a single country, a single legal relationship is established with the Inswitch Company constituted in that country, being that Inswitch Company its counterpart. However, if payments are processed in more than one country, an independent legal relationship is established with each Inswitch Company constituted in each of the countries where it processes its payments, thus having individual counterparts.
The applicable law for disputes between the Merchant and the Inswitch Company(s) will be that of the domicile country of the Inswitch Company that is its counterpart for the dispute in question.
Inswitch, at its discretion, may enable the Merchant to receive payments with credit and debit cards issued by a bank issuer that lacks presence in the countries where the Merchant processes its payments.
To access the Inswitch Services, the Merchant will carry out a technical integration according to the integration manuals and technical support material available at https://docs.inswitch.com/docs/playment-flows#card-payment-direct-api or at any URL that replaces the former. It will be the Merchant's responsibility to make the necessary adjustments, updates, and technical developments in its system and websites to properly implement the Inswitch system.
- Acceptance of Terms and Conditions:
By accessing or using Inswitch Services ("Services''), the Merchant acknowledges that they have read, understood, and agreed to be bound by the following Terms and Conditions. The Merchant further agrees to comply with all applicable laws and regulations in connection with their use of the Services.
- Card Acceptance:
The Merchant accepts that the operational model offered by the Inswitch Companies in each of the countries where the card payment service is enabled is authorized by the schemes, and thus Inswitch will be responsible for managing the reconciliation and settlement of payments, reversals, refunds, and chargebacks with its acquirers and/or partners.
The acquirers/processors will be responsible for settling Inswitch the total amount of the transactions carried out through them, so that Inswitch can subsequently credit the amounts corresponding to the Merchant’s accounts.
The Merchant accepts credit and debit cards issued by the Card schemes as valid forms of payment within Brazil.
The Merchant commits to comply with the standards and regulations established by the schemes for card acceptance, but without creating an exception to such regulations.
The Inswitch Companies refer to the companies providing payment services in the markets where Inswitch provides the service.
Inswitch reserves the right to modify these Terms and Conditions at any time to ensure compliance with the law, network rules, and business conditions. Such modifications will be updated on the Inswitch website and will take effect immediately. In the event that the Merchant disagrees with the modifications, it will have the option to terminate the contract in accordance with the termination provisions set forth in the Service Agreement.
- Merchant Obligations:
The Merchant shall not use the services and technology provided by Inswitch to facilitate, conceal, manage, invest, or exploit in any way funds or goods derived from illegal activities or prohibited by Inswitch, its acquirers, and the card schemes, or to give the appearance of legality to illegal activities and resources linked to them.
The Merchant must thoroughly understand its business in order to alert and/or notify Inswitch about transactions that, due to their number, amount, and/or characteristics, deviate from usual parameters and thus imply a risk of fraud by identity impersonation of the cardholders or other illegal activities.
The Merchant commits to fulfilling any requirements related to know your customer, anti-money laundering, sanctions, or similar obligations that Inswitch may have under the law regarding the onboarding of users and the provision of services.
The Merchant must ensure that buyers and/or users receive accurate, reliable, comprehensive, adequate, transparent and current information regarding goods or services offered by the Merchant, Inswitch reserves the right to suspend or terminate services if this obligation is partially or completely breached.
The Merchant is responsible for addressing claims made by buyers and/or users regarding quantity, quality, suitability, safety, and delivery of goods or services processed through Inswitch.
The Merchant shall not use the services provided by Inswitch to develop activities, goods or services that are prohibited by applicable legislation, Central Bank of Brazil (BACEN) or by the card schemes and included in the list of activities prohibited by Inswitch, or that pose a reputational risk to the card schemes, acquirers, issuers, and Inswitch.
Inswitch does not control the manufacturing, import, export, distribution, or marketing of the goods and services offered by the Merchant. Therefore, it does not endorse their quantity, quality, suitability, safety, or delivery.
IInswitch does not guarantee the authenticity or legality of transactions processed through its Platform. The risk of fraud by impersonation of a payer or the illegality of a transaction is entirely assumed by the Merchant.
- Compliance with Security Standards:
The Merchant is obliged to comply with the standards of the Card schemes' holders, Participants, and the policies determined by Inswitch or any other regulatory entity in terms of security.
Since Inswitch is certified under the Payment Card Industry Data Security Standards ("PCI-DSS"), the Client must align and comply with these standards when storing, processing, or transmitting cardholder data. The Client shall not store CVV2 information or any other sensitive card data at any time.
The Merchant must implement security measures to protect the confidential information of the cardholder and prevent unauthorized access to card data.
- Billing and Charges:
The Merchant commits to issuing accurate and detailed invoices and keeping a copy for transactions made with debit and credit cards.
The Merchant is obliged to maintain copies of invoices, receipts, or similar documents that support the legality of the transaction for the period specified in the contract with Inswitch and provide them within five business days following Inswitch's request, ensuring compliance with applicable laws and the terms of the contract.
The Merchant must also maintain backup records of product and/or service delivery, such as delivery guides, shipping documents, and acknowledgments of receipt, among others. These records must be in the name of the cardholder. Maintaining these records will enable more effective responses to disputes and chargebacks.
The charges made by the Merchant must comply with the local pricing regulations and refund policies established by the schemes and/or acquirers or local regulators.
- Return, Chargeback, and Refund Policies:
The Merchant must have and maintain a clear and transparent return and refund policy, which shall be readily accessible to their customers. This policy must detail the procedures and conditions under which customers can return products or request refunds, ensuring compliance with applicable legal regulations and best industry practices.
The Merchant commits to processing the refunds managed through Inswitch in a timely manner and in accordance with the established policies.
The amounts credited in the Merchant’s Account may be subject to automatic debits and/or discounts made by Inswitch, resulting from Claims, Reversals, Chargebacks, and Refunds. This means that Inswitch may debit the payment to the Merchant even after the goods or services have been delivered. The Merchant authorizes Inswitch to make the aforementioned discounts.
A Chargeback is a discount made by the acquirer to Inswitch, resulting from the cardholder's dispute of a purchase with the issuing entity of their card. Inswitch will transfer the Chargebacks to the Merchant, debiting the amount subject to the Chargeback and its cost or any other expense derived from the management of the Chargeback from the balances credited in the Merchant’s Account.
Reserve Fund - In order to mitigate the risk associated with Chargebacks, Reversals, and Refunds, Inswitch will retain, at its discretion, a percentage set by Inswitch, within an initial range that will range from five percent (5%) to fifteen percent (15%) of each transaction (the “Reserve Fund”).
Inswitch will release the Reserve Fund within ninety (90) calendar days following the date of the transaction subject to the Reserve Fund.
- Transaction Maintenance:
The Merchant commits to maintaining accurate and detailed records of all transactions made with debit and credit cards.
The records must be available for review and audit by Inswitch, the schemes, control entities, authorities, or associated financial institutions.
- Legal and Regulatory Compliance:
The Merchant must comply with all applicable laws and regulations, including those related to consumer protection, data privacy, and the prevention of money laundering and terrorism financing.
The Client must implement relevant policies and measures related to:
- Anti-Money Laundering and Counter-Terrorist Financing (AML/CTF).
- Know Your Customer ("KYC").
- Due Diligence.
- Protection of Personal Data.
- Security Measures to implement or develop through Related Third Parties, Users, and their transactions..
Inswitch reserves the right to review these policies and measures periodically. Modifications may be made to align with current legislation, standards established by participating entities, or Inswitch’s internal guidelines.
- LGPD (General Data Protection Law):
Data Collection and Usage:
Inswitch is authorized to collect and process personal data provided by the Merchant, specifically to facilitate the processing of credit and debit card transactions. This includes, but is not limited to, customer details, transaction information, and contact data.
The collected personal data shall be used solely for the purposes outlined in the Terms and Conditions and the Service Agreement. These purposes encompass transaction processing, fraud prevention, and compliance with applicable legal and regulatory frameworks, thereby ensuring adherence to stringent data privacy and security standards.
- Limitation on Contractual Liability:
The contractual liability of Inswitch towards the Merchant will be limited to direct, quantifiable, verifiable, and foreseeable material damages attributable to actions or omissions caused by Inswitch.
Any compensation generated as a result of the proven contractual liability of Inswitch will have a cap of ten percent (10%) of the total value of the Fees paid by the Merchant for the provision of Inswitch Services during the twelve months prior to the damage, or if such term is shorter, ten percent (10%) of the total value of the Fees accrued by Inswitch during that term.
Inswitch shall be exempt from responding, under all circumstances, even if it could have foreseen their occurrence, for losses categorized as lost profits, loss of business opportunity, reputation loss, indirect, incidental, consequential, exemplary, moral, or analogous damages.