PSP General Terms and Conditions

1. The Agreement

1.1 Intergiro is an e-money institution and fintech company that offers Card Acquiring and related services to e-commerce merchants.

1.2 The PSP Partner is a technical service provider and offers PSP Services to e-commerce merchants.

1.3 The PSP Partner and Intergiro have executed the PSP Partner Agreement through which the PSP Partner accepts and agrees to be bound by the Agreement, including these PSP General Terms and Conditions.

1.4 In the event of a conflict between the PSP Partner Agreement, these PSP General Terms and Conditions, the Definitions and the Guidelines, the PSP Partner Agreement shall prevail.

1.5 In the event of a conflict between the Agreement and the Card Scheme Rules, the latter shall prevail.

2. Cooperation

2.1 The Parties hereby agree to cooperate with each other as set out below.

2.2 The PSP Partner will provide the following services:

2.2.1 refer Potential Merchant to Intergiro, as further described in section 4 (Referrals);

2.2.2 enable the technical integration of the PSP Merchants, as further described in section 4 (Integration);

2.2.3 provide payment gateway services to the PSP Merchants;

2.2.4 process and/or transmit Transactions, Authorisations and clearing/settlement requests to or from Intergiro, as further described in section 8 (Transactions and Authorisations);

2.2.5 monitor the Card Transactions processed by the PSP Partner;

2.2.6 engage in communication directly with the referred Merchants, including (but not limited to) upon request from Intergiro, for any information regarding the Merchants’ Transactions, chargebacks, origin of goods, shipping information, details regarding the business concept (goods or services provided), business ownership, risk assessment or fraud management, and

2.2.7 provide any and all necessary support related to the above.

2.3 Intergiro will make available the needed API in order to enable the technical integration as further described in section 3 (Technical Integration).

2.4 Intergiro will pay the Commission as further described in section 4 (Commission).

3. Technical Integration

3.1 Intergiro shall make the needed APIs available in order to enable communication between the Parties’ respective systems for PSP Partner’s submission and processing of Transactions and Authorisations for the PSP Merchants. The PSP Partner shall integrate its technical system into Intergiro’s system using API and will use appropriate security measures as mandated by Intergiro for such communication.

3.2 To obtain access to the API key, the PSP Partner is required to comply with the instructions and rules regarding security provided by Intergiro. In particular, the PSP Partner is required to adopt adequate security measures for the safekeeping of the API key, and any user codes or passwords. The PSP Partner undertakes to keep the API key secure and not to share it with any third party. Further, the PSP Partner undertakes to inform Intergiro immediately if it suspects that the API key or any security or account credentials are compromised. Intergiro will log all usage of the API.

3.3 The PSP Partner is liable for any loss or damage which occurs (directly or indirectly) through the PSP Partner’s use of the API in a negligent manner, including that unauthorised parties get access to data (including Personal Data) or the API or uses the API. 

3.4 The PSP Partner undertakes to submit the Introduced Merchants’ Card Transactions to Intergiro in real-time (not in batches), using the API in accordance with Intergiro’s requirements, including the response relating to 3ds service requests (if applicable). 

3.5 The PSP Partner undertakes to not change or tamper with any Transactions, Authorisations or other data submitted or received through the API, and the PSP Partner agrees to indemnify and hold Intergiro harmless for any breach hereof.

4. Referrals

4.1 On the terms of and subject to the Agreement, Intergiro hereby grants to the PSP Partner a non-exclusive right to promote and market the Card Acquiring services within the European Union and the European Economic Area and to solicit Potential Merchants and to refer such Potential Merchants to Intergiro.

4.2 The PSP Partner shall perform its services as set out in the Agreement using its own resources and at its own expense, in accordance with applicable laws, regulations, Card Scheme Rules and guidelines from Intergiro.

4.3 Each Potential Merchant referred to Intergiro by the PSP Partner shall:

4.3.1 be incorporated and operating within Intergiro’s licensed area, being the European Union and the European Economic Area; comply with Intergiro’s Operational Requirements; and

4.3.2 have expressed an interest in using the Card Acquiring services and have authorised the PSP Partner to submit the application form on its behalf.

4.4 To refer a Potential Merchant for Card Acquiring services, the PSP Partner shall fill out an application form and collect the required supporting documentation on behalf of the Potential Merchant through Intergiro's online application system. The PSP Partner may not make any presumptions or fill in information which is obtained from other sources than the Potential Merchant. All information must be obtained directly from the Potential Merchant.

4.5 Intergiro reviews each Potential Merchant application in accordance with Intergiro’s Policies and decides, in its sole discretion, whether to accept or reject the Potential Merchant. Intergiro is not required to provide a reason for rejecting a Merchant application. Intergiro will inform the PSP Partner of its decision to accept or reject a Potential Merchant.

4.6 Intergiro has the right to reject an application that concerns an already existing Merchant of Intergiro without review.

4.7 In respect of each Potential Merchant accepted by Intergiro, Intergiro and such Merchant shall enter into a direct Merchant Agreement, which will govern, together with the Card Scheme Rules and applicable laws and regulations, the relationship between such Merchant and Intergiro. Intergiro will settle the Merchant’s funds directly to the Merchant.

4.8 The PSP Partner will enter into a separate agreement with each PSP Merchant for its provision of the PSP Services. The PSP Partner is fully responsible for the provision of the PSP Services, and neither PSP Partner nor the PSP Merchant can hold Intergiro responsible for the provision of the PSP Services.

4.9 The PSP Partner shall provide the PSP Merchants with all information needed for them to process Transactions in compliance with the obligations set out in the Agreement and in accordance with the Card Scheme Rules.

4.10 The PSP Partner shall not refer a Potential Merchant to Intergiro if the PSP Partner is aware of or should have been aware of that the Potential Merchant is engaged in any unethical, illegal or criminal activities, including, but not limited to, money laundering or terrorist financing. The PSP Partner undertakes to inform Intergiro should it become aware that the Potential Merchant is engaged in any such activities.

4.11 The PSP Partner shall inform the Potential Merchant’s board of directors (or equivalent)  of any potential ownership interest or any other conflict of interest in relation to the Potential Merchant, prior to submitting the Merchant application.

5. Commission

5.1 If agreed between the Parties in the PSP Partner Agreement, the PSP Partner is eligible to receive a Commission from Intergiro in accordance with the terms of the PSP Partner Agreement.

5.2 The Commission is paid out in euros monthly in arrears to the PSP Partner Account. The PSP Partner undertakes to, upon request by Intergiro, provide a statement evidencing that the PSP Partner is the holder of the PSP Partner Account.

5.3 Within five (5) Business Days of each preceding month, Intergiro will provide a Commission Report to the PSP Partner. The PSP Partner will issue an invoice (VAT exempt) to Intergiro on the basis of the Commission Report. Intergiro will pay such invoice by the end of each month.

5.4 The PSP Partner acknowledges that the Commission Report and any related information are derived from information that may qualify as a banking secret, personal data and/or Confidential Information. Thus the Commission Report will only contain anonymised and/or aggregated information as applicable and appropriate in Intergiro’s sole opinion for the protection of the rights of the referred Merchants. 

5.5 The  PSP Partner may object to the Commission Report in writing, within two (2) Business Days following the day on which Intergiro submitted the Commission Report to the PSP Partner. Unless the PSP Partner objects in an unsubstantiated or unreasonable manner, Intergiro shall provide additional information in order to resolve the objection. Intergiro may, in its sole discretion, redact data to the extent necessary for the protection of the referred Merchants.

5.6 All amounts are exclusive of VAT and other similar taxes, all of which must be borne solely by the PSP Partner.

5.7 If applicable, the reference date for any currency exchange shall be the last day of the month in which the Commission has accrued.

5.8 Administrative fees may be charged to the referred Merchants by the PSP Partner as they see fit, however, Intergiro shall not be liable for or involved in the collection of any such fees.

6. Warranties and Representations

6.1 Each Party warrants and represents that:

6.1.1 it complies and will continue to comply, with all applicable laws, regulations, Card Scheme Rules, regulatory policies and guidelines, industry codes, rules or requirements of any regulatory body or similar applicable to the Party; and

6.1.2 it has, and will continue to have, the legal capacity and all required licenses or permits (where applicable), to conduct its business activities and to enter into and perform its obligations under the Agreement.

7. Card Scheme Rules, Monitoring and Fraud Prevention

7.1 The PSP Partner’s registered address and contact details are set out in the PSP Agreement. Should any of these details change, or any other changes occur with respect to the PSP Partner’s business or its ability to conduct its business (including any change in its licensing status), the PSP Partner is required to inform Intergiro thereof and provide the updated information within three (3) Business Days.

7.2 The PSP Partner shall monitor the Card Transactions and the PSP Merchants processing activities, in order to assist Intergiro in preventing abusive behaviour, fraud and risk issues, and shall take all appropriate actions in an effort to prevent or mitigate such events, as soon as the PSP Partner becomes aware of them.

7.3 The PSP Partner will comply with any independent information or action requests from Intergiro, should Intergiro deem it necessary to look into the activity of a  PSP Merchant, and will respond to any such requests within three (3) Business Days.

7.4 The PSP Partner undertakes to answer any question put forth by Intergiro stemming from the Card Schemes, a regulatory body or a third-party acquirer, in-depth within two (2) Business Days.

7.5 The PSP Partner acknowledges the importance of keeping the deadlines set out in this section 7 (Card Scheme Rules, Monitoring and Fraud Prevention) to prevent any fines or similar costs from the Card Schemes, a regulatory body or a third-party acquirer.

7.6 The PSP Partner will notify Intergiro no later than three (3) Business Days after learning of any important information in relation to a PSP Merchant's non-compliance with the Merchant Agreement, including any changes in ownership, business concept, financial status, business operations, or any other relevant information.

7.7 In order to comply with the requirements of the Card Scheme Rules, Intregiro will register the PSP Partner at the PSP Partner’s expense and will maintain that registration throughout the term of the Agreement. Any cost incurred by the registration shall be paid by the PSP Partner.

7.8 The PSP Partner agrees to grant access to the representatives of Intergiro or the Card Schemes, for any inspection or audit deemed necessary, for the purpose of verifying compliance with the Agreement, the Card Scheme Rules or any applicable law. Furthermore, upon reasonable prior notice, the PSP Partner shall permit the representatives from Intergiro or the Card Schemes, to inspect and audit the PSP Partners data processing activities, and shall comply with all requests or directions, from Intergiro or the Card Schemes, to verify that the PSP Partner operates in full compliance with the data processing obligations under the Agreement or pursuant to Card Scheme Rules. The PSP Partner shall pay any costs of facilitating this access, inspection or audit.

7.9 The PSP Partner further undertakes to respect the confidential nature of the sensitive information of Intergiro, the PSP Merchants or any third party, and to take the steps necessary to safeguard its confidentiality;

7.10 The PSP Partner will give Intergiro at least fifteen (15) Business Days prior written notice, before terminating a PSP Services agreement with a PSP Merchant. In the event that the termination is occasioned by urgent or serious circumstances, the PSP Partner may terminate such agreement instantly with written notice to Intergiro.   

8. Transactions and Authorisations

8.1 The PSP Partner is authorised to process and transmit all Card Transactions (Visa and Mastercard) for the PSP Merchants to Intergiro for acceptance. The PSP Partner is not allowed to process Card Transactions through Intergiro from payment facilitators, internet payment service providers, gateways or Merchants that have not been presented to and approved by Intergiro.

8.2 Once a Card Transaction is initiated by a Cardholder, which will be acquired by Intergiro or by a third-party acquirer on Intergiro’s behalf, the PSP Partner shall immediately forward such Transaction to Intergiro through the API in real-time. Authorisation is required for each Card Transaction, irrespective of the amount.

8.3 The PSP Partner undertakes to only transmit Transactions to Intergiro via the API and to present all Transactions to Intergiro in accordance with the technical specifications provided by Intergiro. The PSP Partner will maintain accurate and up-to-date records of Transactions and Authorisations processed via the API, for at least one (1) year from the date of the Transaction or Authorisation.

8.4 Should a discrepancy occur between the information transmitted via the API or stored by the PSP Partner, and the information held by Intergiro, the latter shall prevail except in case of manifest errors.

8.5 The PSP Partner agrees to adopt appropriate security and fraud prevention measures for the capturing and transmission of the details necessary for processing the Card’s CVV/CVC2, process transactions using 3D secure if mandated by Intergiro, and implement other security measures agreed to by the Parties.

8.6 All Transactions and Authorisations processed by the PSP Partner shall identify the PSP Merchant as required by the Card Scheme Rules and by the procedures as agreed to by the Parties. The PSP Partner is responsible to ensure that all PSP Merchants’ Transactions correctly reflect the details of the actual transaction made by the Cardholder, that the MID used by the PSP Merchant equals the MID assigned to them by Intergiro, and that the Transactions are made on the PSP Merchant’s Website.

8.7 If an Authorisation is not approved by the Issuer, the PSP Partner will receive information thereof through the API. Neither the PSP Partner nor the PSP Merchant may amend or in any way alter the response code issued by Issuer.

8.8 If the level of Chargebacks, in terms of the volume and value of transactions presented, should exceed the tolerated monthly chargeback levels of Intergiro or the Card Schemes, Intergiro may suspend the processing of all new Transactions for the particular PSP Merchant, until the PSP Merchant has taken appropriate corrective measures, and Intergiro has accepted them.

8.9 The PSP Partner will not knowingly submit prohibited or harmful Transactions to Intergiro. This includes (but is not limited to) MOTO transactions, transactions processed without the Cardholder’s consent or knowledge, transactions that do not originate from the PSP Merchant’s Website, transactions that take place in countries outside of Intergiro’s licensed area or any transactions that in any way violate the Card Scheme Rules or the Guidelines or Policies.

8.10 The PSP Partner will immediately notify Intergiro, and cease to process the PSP Merchant’s Transactions until instructed otherwise if the PSP Merchant should become insolvent, be declared bankrupt, cease trading, be sold, leased or transferred.

9. PCI-DSS Card Data Environment

9.1 The PSP Partner holds and shall continue to hold, a PCI-DSS Level 1 Certificate and fully comply with the PCI-DSS security programme for the protection of Card data.  The PSP Partner shall inform Intergiro of any changes regarding its PCI-DSS Level 1 Certificate.

9.2 The PSP Partner undertakes to:

9.2.1 only to store the necessary card information for processing the Card Transactions and store such details for a minimum of 1 year;

9.2.2 safeguard all computer records and files that contain such information by restricting access to authorised personnel only;

9.2.3 delete all Card details from obsolete Transactions;

9.2.4 not give details of the Cards or Cardholders to third parties and undertakes not to make any use of this information for any other purposes than the functions stipulated in these PSP General Terms and Conditions; and

9.2.5 immediately notify Intergiro of any suspected or confirmed losses or theft of Cardholder data from the PSP Partner. The PSP Partner must fully cooperate with the Card Schemes, Intergiro or any third party sent to investigate a security breach.

9.3 The PSP Partner is responsible for all costs in relation to registration, validation and external audits of the PCI-DSS security program and all fees charged by the Card Schemes.

10. Liability

10.1 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.

10.2 Intergiro’s total liability to the PSP 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 PSP Partner during the six (6) months immediately preceding the date on which the claim, cost, expense, damage or loss occurred.

10.3 Intergiro is not liable to reimburse the PSP Partner for any costs incurred by the PSP Partner in its performance of its obligations under the Agreement.

10.4 Each Party shall take all reasonable measures in order to prevent, mitigate or limit any damage or loss.

11. Indemnification

11.1. The PSP 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) that Intergiro incurs in connection with PSP Partner’s breach of the Agreement.

11.2 The PSP Partner must indemnify Intergiro from any losses suffered as a result of the provision of PSP Services to the PSP Merchants.

12. Force Majeure

12.1 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 actions being taken to avoid or minimise its effect.

12.2 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.

13. Term and Termination

13.1 The Agreement shall enter into force on the Effective Date and have an indefinite term.

13.2 Either Party may terminate the Agreement with two (2) months’ written notice at any time.

13.3 Either Party may terminate the Agreement immediately, by notifying the other Party in writing, if the other Party:

13.3.1 is or becomes insolvent, has taken general measures to cease payment of its debts, initiated negotiations for a general agreement with its creditors, becomes subject to an application for bankruptcy proceedings or enters into composition, reorganisation or a similar arrangement with its creditors, is wound up, liquidated or has a receiver appointed for all or parts of its assets, or

13.3.2 has materially breached the Agreement and the breach cannot be remedied.

13.4 Intergiro has the right, in its sole discretion, to immediately terminate the Agreement if:

13.4.1 Intergiro has requested information or additional documentation from the PSP Partner and the PSP Partner fails to provide the information requested by the due date given by Intergiro, or the PSP Partner has become unresponsive or uncooperative with Intergiro;

13.4.2 Intergiro has a legitimate reason to believe that the PSP Partner, its business or the Transactions submitted by the PSP Partner do not comply with applicable laws or the Card Scheme Rules;

13.4.3 Intergiro has a legitimate reason to believe that that the activity of the PSP Partner could damage Intergiro’s or the Card Schemes’ reputation, integrity or goodwill or the PSP Partners' activity is harmful to Intergiro, the Card Schemes, or any of their software or systems;

13.4.4 the PSP Partner (allegedly) infringes the intellectual property rights of Intergiro, the Card Schemes or any established brands in any way that could be deemed against applicable laws;

13.4.5 Intergiro is required to do so under any applicable laws or regulations, a  court order, the Card Scheme Rules or as a result of a request of a competent authority or the Card Schemes, or

13.4.6 in case of any event, acts or omissions by the PSP Partner which, in Intergiro’s sole opinion, may affect the PSP Partner’s ability or willingness to comply with its obligations under the Agreement or if for any reason Intergiro has reason to doubt the validity of the Transactions or the PSP Partner’s claims.

13.5 The Agreement will automatically terminate if:

13.5.1 Intergiro’s membership with the Card Schemes is terminated, and Intergiro has not assigned the Agreement to another company in good standing with the Card Schemes; or

13.5.2 the Card Schemes determine that the PSP Partner has violated their Card Scheme Rules, requiring Intergiro to terminate the Agreement.

13.6 The PSP Partner undertakes to respond to any information requests from Intergiro in a clear and accurate manner and will provide all additional evidence and clarification as requested by Intergiro, by the due date given by Intergiro.

13.7 Upon termination of the Agreement all outstanding financial matters between the Parties shall be finally settled and Intergiro shall not have any obligation to make further payments to the PSP Partner. 

14. Confidentiality

14.1 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.

14.2 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.

14.3. The receiving Party is liable for any breach of this confidentiality undertaking by itself or its Permitted Receiver.

14.4 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.

14.5 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).

14.6 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 an unlimited period of time, even after the termination of the Agreement.

15. Personal Data Protection and Data Sharing

15.1 The PSP Partner will share Personal Data when referring Potential Merchants to Intergiro, when processing the PSP Merchants’ Transactions and as otherwise required under the Agreement with Intergiro. Each Party acknowledges that it is a separate and independent Data Controller for such Personal Data that it processes under the Agreement.

15.2 Consequently each Party is responsible for its processing of the Personal Data in accordance with the GDPR and any local legislation along with any guidance and codes of practice issued by the relevant data protection or supervisory authority.

15.3 If the Parties would be deemed joint Data Controllers, or if one of the Parties would be deemed to be the Data Controller and the other Party would be deemed to be the data processor, the Parties shall in good faith negotiate and agree on necessary and customary amendments, additions and additional agreements (such as data protection agreements) regarding the responsibilities and processing of such personal data. 

15.4 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.

15.5 In the event of a dispute or claim brought by a third party 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.

16. Intellectual Property Rights and Marketing

16.1 The PSP Partner acknowledges and accepts that the Card Schemes and Intergiro respectively are the sole and exclusive owners of their respective trademarks, trade names, service marks and logos (collectively the “Marks”), and the PSP Partner will not claim ownership over them. PSP Partners will not use the Marks except as permitted by Intergiro or the Card Schemes (as applicable). The PSP Partner agrees that any use of the Marks by the PSP Partner may be immediately, and without advance notice, prohibited by the Card Schemes or Intergiro. The PSP Partner is not authorised to permit third parties to use the Marks. In addition, the PSP Partner acknowledges that Visa, MasterCard and other third parties own the trademarks 3D Secure™, MasterCard®, SecureCode™ and Verified by Visa™.

16.2 All the intellectual property, including any goodwill associated with it, in Intergiro’s products and services (including the APIs) 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 PSP Partner does not have any right to use Intergiro’s or Intergiro’s licensor’s name, trademarks, logos or other intellectual property.

16.3 If the Agreement is terminated, all references to the Marks must be removed from the PSP Partner’s website, communication and print materials.

16.4 The PSP Partner must not copy, reproduce, modify, reverse engineer or disassemble any of Intergiro’s or the Card Schemes’ products, services or any intellectual property rights.

16.5 The PSP Partner shall immediately notify Intergiro as soon as it becomes aware of any actual or alleged infringement of any of Intergiro’s or the Card Schemes’  intellectual property which occurs during the term of 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 PSP Services under the Agreement.

16.6 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 PSP Partner.

16.7 The PSP Partner may market the Card Acquiring services in Intergiro’s licensed area, which is the European Union and the European Economic Area, in accordance with the Guidelines and any applicable laws. In particular, the PSP Partner is aware of and complies with applicable marketing and consumer protection legislation. The PSP Partner undertakes to indemnify and hold Intergiro harmless from any costs, expenses, damages and/or losses resulting from the PSP Partner’s marketing of the Card Acquiring service.

16.8 The PSP Partner is responsible for creating any marketing materials, and such marketing material is subject to Intergiro’s approval if it includes Intergiro’s or the Card Schemes’ Marks. Such marketing material shall be sent by the PSP Partner to Intergiro not less than ten (10) Business Days in advance of launching a marketing campaign.

16.9 Intergiro shall review, and if required request the approval of the marketing material from the Card Schemes, such marketing materials within a time period that is reasonable in the light of the quantity and complexity of the materials submitted.

17. Miscellaneous

17.1 Intergiro may unilaterally change these PSP General Terms and Conditions or the Definitions, from time to time. Intergiro will inform the PSP 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 PSP General Terms and Conditions and the Definitions.

17.2 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.

17.3 Intergiro and the PSP 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.

17.4 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 PSP Partner’s consent.

17.5 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.

17.6 If the PSP Partner or its business covered by the Agreement is transferred or sold to a third party, the PSP Partner or the acquirer shall request Intergiro’s consent to such transfer or sale.

17.7 The PSP Partner is not under any circumstances entitled to legally represent or act on behalf of Intergiro. 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.

17.8 If the Parties have inadvertently omitted any service that is necessary for the achievement of the relationship described in these PSP General Terms and Conditions, the Parties hereby agree to cooperate in working out reasonable terms for the provision of such services in accordance with the rules of the Card Schemes, applicable laws and regulations

17.9 The PSP Partner agrees that Intergiro has the right to enforce the rules of the Card Schemes, and to prohibit any conduct by the PSP Partner or PSP Merchant that may injure the Card Schemes or Intergiro.

17.10 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.

17.11 The PSP Partner acknowledges and agrees that the relationship with the PSP Partner is non-exclusive and that Intergiro may contract with as many additional parties that provide similar PSP Services as Intergiro in Intergiro's sole discretion sees fit.

17.12 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.