These Partner Terms apply to any Customer who holds the Partner role. They supplement the General Terms. Capitalised terms not defined here have the meanings given in the General Terms.
Where a Customer holds more than one role, these Partner Terms apply only to the rights and obligations arising from the Partner role. The terms governing any other role held by the same Customer apply independently and remain unaffected by these Partner Terms unless expressly stated.
General Terms applicability for the Partner role:
✓ applies in full · — excluded
1.1 Definition. A Partner is a legal entity that has entered into these Partner Terms with Dintero and whose role is to introduce prospective Merchants or Marketplaces to Dintero and, where authorised, to assist those customers during onboarding. A Partner may operate in various commercial capacities, including as:
(a) a Platform Partner — integrates Dintero’s payment services into its own platform, typically such that its customers access payment services exclusively through that platform; may offer the payment service under a white-label brand name; or
(b) a Referring Partner — introduces prospective Merchants or Marketplaces to Dintero through a commercial referral arrangement.
Regardless of the Partner’s commercial model, the Partner’s role in relation to Dintero is purely commercial. The Partner introduces customers to Dintero and, where applicable, supports their onboarding. The Partner has no operational role in the payment services Dintero provides to those customers.
1.2 What all Partners have in common. Irrespective of the type of Partner arrangement, all Partners share the following characteristics in their relationship with Dintero:
(a) the Partner does not accept payments from End Buyers in its own name;
(b) the Partner does not account for, or bear responsibility for, the sale of goods or services to End Buyers; and
(c) the Partner does not enable End Buyers to sell goods or services through any account held in the Partner’s name or operated under the Partner’s identity.
These characteristics distinguish the Partner role from the Merchant, Marketplace, and Seller roles. A Partner that begins to exhibit any of these characteristics in connection with its use of Dintero’s services is no longer acting solely as a Partner and must notify Dintero immediately in accordance with clause 4.8 of the General Terms.
1.3 Nature of relationship. The Partner acts as an independent commercial intermediary. Nothing in these Partner Terms creates an employment relationship, agency for the purpose of binding Dintero contractually, or a joint venture between Dintero and the Partner. The Partner has no authority to make representations or commitments on Dintero’s behalf beyond what is expressly set out in these Partner Terms or in a separate written authorisation signed by Dintero. The Partner must be registered for VAT, or the equivalent consumption or sales tax, in each jurisdiction in which such registration is required by applicable law, and must maintain that registration for the duration of the Agreement.
1.4 Role isolation. Where the Partner is simultaneously a Merchant, Marketplace, or Seller, the commission and revenue-sharing arrangements under these Partner Terms are entirely separate from the fee obligations arising under any other role. Set-off between commission receivable under these Partner Terms and fees payable under another role is not permitted unless Dintero agrees in writing.
2.1 Accurate referrals. The Partner shall only refer prospective customers who, to the Partner’s knowledge, are eligible to use Dintero’s services and whose business activities comply with applicable law, Scheme Rules, and Dintero’s Acceptable Use Policy. The Partner shall not knowingly refer a prospect that is engaged in a prohibited activity as listed in Section 6 of the General Terms.
2.2 Representations to prospects. The Partner shall:
(a) present Dintero’s services accurately and not make misleading statements regarding pricing, functionality, availability, or regulatory status;
(b) not offer prospects terms, discounts, or service levels that Dintero has not confirmed in writing;
(c) direct all contractual questions from prospects to Dintero or to Dintero’s published documentation.
2.3 Onboarding assistance. Where Dintero authorises the Partner to assist with onboarding, the Partner may facilitate a customer-friendly onboarding experience that covers both Dintero’s payment services and the Partner’s own products or services in a single, unified flow. In doing so, the Partner shall:
(a) collect and transmit to Dintero only the information that Dintero specifies for the purposes of account creation and verification;
(b) clearly distinguish, in its communications and interface, between what constitutes Dintero’s services and what constitutes the Partner’s own services, so that the referred customer understands which entity it is contracting with for each;
(c) not make a final approval decision on any Dintero application — final approval rests solely with Dintero;
(d) handle all prospect information in accordance with applicable data protection law and Section 12 of the General Terms; and
(e) acknowledge that Dintero retains sole and absolute discretion to accept or decline any referred customer, and that Dintero is under no obligation to provide reasons for any such decision.
2.4 No sub-partnering. The Partner shall not appoint sub-partners, sub-agents, or sub-referrers without Dintero’s prior written consent. Any permitted sub-partner arrangement remains subject to these Partner Terms, and the Partner is fully liable for the acts and omissions of any sub-partner it appoints.
3.1 Pre-introduction assessment. Before introducing a prospective Merchant or Marketplace to Dintero, the Partner shall satisfy itself that:
(a) the prospective Customer is a genuine, lawfully operating business with a credible basis for using payment services;
(b) the goods or services the prospective Customer intends to sell do not fall within the Prohibited Activities listed in Appendix 1 of the General Terms, and do not otherwise appear to Dintero to pose an unacceptable compliance or reputational risk;
(c) the prospective Customer has not previously been declined, suspended, or terminated by Dintero or, to the Partner’s knowledge, by any other payment service provider; and
(d) the Partner has no knowledge or reasonable grounds to suspect that the prospective Customer is engaged in, or intends to engage in, any unlawful activity, financial crime, or conduct that would violate the General Terms.
The Partner’s pre-introduction assessment is a commercial and due diligence obligation. It does not substitute for Dintero’s own KYC and AML checks, which Dintero conducts independently and at its sole discretion. Dintero retains the right to decline any prospective Customer for any reason and is under no obligation to provide reasons for such a decision.
3.2 Cooperation with Dintero’s onboarding process. The Partner shall cooperate fully with Dintero’s onboarding and KYC process for each referred Customer, including by:
(a) providing Dintero with accurate and complete information about the referred Customer to the extent within the Partner’s knowledge;
(b) facilitating communication between Dintero and the referred Customer during onboarding; and
(c) promptly notifying Dintero if, during the onboarding process, the Partner becomes aware of information that would affect Dintero’s assessment of the referred Customer.
3.3 Ongoing notification obligations. After a referred Customer has been onboarded by Dintero, the Partner shall notify Dintero without delay if it becomes aware of:
(a) any material change in the referred Customer’s business activities, ownership, or financial position;
(b) any indication that the referred Customer is engaged in, or is at risk of engaging in, Prohibited Activities or any other conduct that would violate the General Terms or the referred Customer’s agreement with Dintero;
(c) any regulatory action, investigation, or enforcement proceeding involving the referred Customer; or
(d) any other circumstance that the Partner reasonably considers material to Dintero’s ongoing relationship with the referred Customer.
The Partner’s notification obligation under this clause continues for as long as the referred Customer holds an active account with Dintero, regardless of whether the Partner continues to receive commission in respect of that Customer.
3.4 Liability for introduced Customers. The Partner shall indemnify Dintero against any losses, fines, chargebacks, scheme sanctions, or costs that Dintero suffers as a direct result of the Partner having introduced a Customer that:
(a) was engaged in Prohibited Activities or unlawful conduct at the time of introduction, and the Partner knew or reasonably ought to have known this; or
(b) provided materially false or misleading information to the Partner during the Partner’s pre-introduction assessment, where the Partner failed to take reasonable steps to verify that information before making the introduction.
The Partner’s liability under this clause is not affected by the fact that Dintero also conducted its own KYC and onboarding checks. The Partner’s pre-introduction assessment and Dintero’s own due diligence are independent obligations and neither substitutes for the other.
3.5 No liability for referred Customer’s ongoing conduct. The Partner is not liable for losses arising from a referred Customer’s conduct after onboarding, unless the Partner had prior knowledge of, or contributed to, that conduct and failed to notify Dintero in accordance with clause 3.3. The Partner is not a guarantor of referred Customers’ performance under their agreements with Dintero.
3.6 Consequences of prohibited referral. If a referred Customer is found to be engaged in a Prohibited Activity, Dintero may:
(a) terminate or suspend the relevant referred Customer’s agreement with Dintero;
(b) withhold or claw back commission earned on that referred Customer’s transaction volume; and
(c) where the Partner knew or ought reasonably to have known of the prohibited activity at the time of introduction, terminate these Partner Terms with immediate effect.
4.1 Commission model. Commission payments to Partners form part of the Dintero Services as described in Section 4 of the General Terms (Dintero Services). Dintero shall pay the Partner a commission for each Merchant or Marketplace that:
(a) was introduced by the Partner;
(b) has executed a valid agreement with Dintero; and
(c) is actively processing transactions through Dintero.
The applicable commission rates, buy-rates, revenue-share percentages, and any minimum volumes or thresholds are set out in the Partner’s individual pricing schedule, which forms part of these Partner Terms.
4.2 Buy-rate arrangements. Where the Partner operates on a buy-rate model, Dintero grants the Partner a margin between Dintero’s buy-rate and the end-customer sell-rate as specified in the pricing schedule. The Partner is responsible for setting its own sell-rate to its referred customers, subject to any maximum sell-rate cap that Dintero specifies. Dintero is not responsible for the sell-rate the Partner charges to its referred customers.
4.3 Commission calculation. Unless the pricing schedule states otherwise, commission is calculated monthly based on the net transaction volume processed by Referred Customers during the preceding calendar month. ”Referred Customer” means a Merchant or Marketplace whose agreement with Dintero identifies the Partner as the referring party. Net transaction volume is calculated after deducting the value of any Refunds and Chargebacks processed during the same period. Where Refunds or Chargebacks in a given month exceed the gross transaction volume on which commission has already been paid, the excess shall be offset against commission payable in subsequent months.
4.4 Commission payments. Dintero shall pay accrued commission within thirty (30) days after the end of each calendar month, provided that the Partner has provided Dintero with a valid invoice or that commission is processed through an automated settlement mechanism as agreed. Dintero may deduct from commission any amounts owed by the Partner to Dintero.
4.5 Disputes. The Partner shall raise any dispute regarding a commission statement in writing within sixty (60) days of the date of the relevant statement. Disputes raised after this period are time-barred.
4.6 Fee changes. Dintero may amend the pricing schedule by giving the Partner thirty (30) days’ written notice. If the Partner does not accept the amended pricing schedule, it may terminate these Partner Terms by written notice before the new rates take effect, in which case these Partner Terms shall expire on the effective date of the new rates.
4.7 No commission on own business. No commission is earned on transaction volumes generated by the Partner acting in its own capacity as a Merchant or Marketplace, or by entities that were already Dintero customers at the time of the Partner’s referral.
4.8 KYC suspension. Dintero may suspend commission payments while KYC re-verification of the Partner is pending. If the Partner fails to satisfy Dintero’s KYC requirements and the situation is not remedied within thirty (30) days of written notice, Dintero may terminate these Partner Terms with immediate effect.
5.1 Supplementary obligation. This Section supplements Section 10 of the General Terms. In case of conflict, the stricter obligation applies.
5.2 Buy-rates and commercial terms. The Partner acknowledges that Dintero’s buy-rates, pricing methodology, and any commercial terms disclosed to the Partner constitute Confidential Information of particular sensitivity. The Partner shall not disclose these terms to any third party, including to Referred Customers, except on a strict need-to-know basis and subject to a written confidentiality obligation equivalent to this Section.
5.3 Customer data. The Partner shall not use any information about Dintero’s customers (whether Referred Customers or others) for any purpose other than the performance of its obligations under these Partner Terms. The Partner shall not solicit Dintero’s customers to switch to a competing payment service provider during the term and for twelve (12) months after termination.
5.4 Survival. Confidentiality obligations under this Section survive termination of these Partner Terms for five (5) years, consistent with Section 10.3 of the General Terms.
Term, notice periods, suspension, and general grounds for termination are governed by clause 8 of the General Terms. The following provisions apply additionally to the Partner role.
6.1 Additional ground for immediate termination. In addition to the grounds set out in clause 8.3 of the General Terms, Dintero may terminate these Partner Terms with immediate effect if the Partner makes unauthorised representations about Dintero’s pricing or services that expose Dintero to liability.
6.2 Consequences of termination. Upon termination:
(a) the Partner shall immediately cease all marketing and referral activities on Dintero’s behalf and remove any Dintero branding or materials from its own channels;
(b) commission accrued up to the termination date shall be paid in accordance with the normal payment cycle, subject to any withholding for disputes or clawbacks; and
(c) termination does not affect the validity of any agreement already in place between Dintero and a Referred Customer — those agreements continue under their own terms.
This section applies to Partners who, in connection with their partner arrangement with Dintero, do any of the following:
(a) assist in provisioning or configuring Terminals for Merchants they have referred to Dintero;
(b) operate a POS software platform or hardware integration that connects Merchants’ point-of-sale environments to Dintero’s in-person payment services; or
(c) distribute or facilitate the procurement of Terminals to Merchants as part of a bundled software and payments offering.
Partners who do none of the above are not subject to this section.
A Terminal provisioned through a Partner is at all times governed by the Agreement between Dintero and the relevant Merchant. The Partner does not become a party to that agreement, does not acquire any rights over the Terminal, and does not assume any of the Merchant’s obligations under Schedule S or under any terminal procurement arrangement. The Partner’s role is limited to assisting the Merchant in setting up and configuring the terminal environment as authorised by Dintero.
Where Dintero authorises the Partner to provision or configure Terminals on behalf of referred Merchants, the Partner shall:
(a) only provision Terminals to Merchants who have a valid, active Dintero account and have been approved by Dintero for in-person payment services;
(b) configure each Terminal in accordance with Dintero’s technical specifications and the relevant Merchant’s account settings;
(c) not configure a Terminal in a manner that would allow the Partner to process transactions in the Partner’s own name or for the Partner’s own benefit;
(d) not store, access, or transmit card data through the Partner’s own systems in the course of provisioning or configuring Terminals, unless the Partner’s integration is specifically certified for that purpose by Dintero; and
(e) promptly notify Dintero of any configuration error or anomaly that could affect the security or correct operation of a Terminal.
Where the Partner operates a POS software platform that is integrated with Dintero’s terminal services, the Partner is responsible for ensuring that its platform and the integration layer comply with applicable PCI-DSS requirements for the relevant integration type. The Partner shall provide Dintero with evidence of its current PCI-DSS compliance status upon request and shall notify Dintero without delay of any Account Data Compromise or suspected breach affecting the Partner’s platform or integration.
The Partner is solely responsible for losses caused by incorrect provisioning or configuration of a Terminal carried out by or on behalf of the Partner, including:
(a) transactions routed to the wrong Merchant account due to a configuration error;
(b) transactions processed under incorrect payment method settings activated by the Partner; and
(c) security vulnerabilities introduced into the terminal environment through the Partner’s integration.
This clause does not limit the Merchant’s own obligations under Schedule S; rather, it establishes that where a loss arises from the Partner’s act or omission in provisioning or integrating the Terminal, the Partner — not Dintero — bears that loss.
The Partner shall not take physical possession of, or act as an intermediary for the storage or onward distribution of, Terminals that are subject to a Subscription arrangement between Dintero and a Merchant, unless Dintero has given its prior written consent. Where the Partner holds a Terminal on a Merchant’s behalf with Dintero’s consent, the Partner shall treat the Terminal as if it were in the Merchant’s possession for the purposes of the care, security, and return obligations in Schedule S.
Where the Partner’s commercial arrangement includes providing first-level POS support to referred Merchants, the Partner shall:
(a) train Merchants on the correct use of Terminals before go-live, covering at minimum the topics listed in Schedule S, clause S.6.1;
(b) maintain a documented escalation path to Dintero’s support for issues the Partner cannot resolve; and
(c) not make commitments to Merchants regarding Terminal hardware warranties, replacement timescales, or service levels beyond those set out in Schedule S, without Dintero’s prior written confirmation.
