Business Terms and conditions
Please read these General Terms and Conditions for Businesses (the "Terms and Conditions") carefully before accessing and using the websites Retreeb.com, Retreeb.fr and/or the Retreeb APP.
1.1. Retreeb UAB is a company organised under the laws of Lithuania with registration number 306170165 and having its registered address Kaukysos g. 18-419, LT-11342 Vilnius ("Retreeb", "we", "us", "our"). The current General Terms and Conditions are applicable from 6 December 2022 for all Retailers, intended as natural persons (physical persons, not companies, non profits, etc). There is no previous version.
1.2. Retreeb has created the Retreeb Business App and the Retreeb.com, Retreeb.fr web portal (jointly the “Platform”) through which retailers in the European Economic Area can access and use a business receiver payment for the purpose of, among other things, enabling transactions with electronic money.
1.3. For the purpose of setting up the personal payment account, Retreeb has partnered with Intergiro Intl AB ("Intergiro"), a Swedish fintech company that provides electronic money account services and payment card services. Intergiro
is licensed and supervised by the Swedish Financial Supervisory Authority (Sw: Finansinspektionen) as an electronic money institution with the authority to issue electronic money under the Swedish Act on Electronic Money (Sw. Lag(2011:755) om elektroniska pengar) and to provide payment services under the Swedish Act on Payment Services (Sw: Lag (2010:751) om betaltjänster). Intergiro will provide a personal payment account (the "Account"), , and we will provide the Platform.
1.4. These Terms and Conditions apply between us and you as a user of the Platform ("Consumer", "you" or "your"). When signing up as a retailer to use the Platform, you accept these Terms and Conditions regarding the use of the
Platform. Simultaneously, or at a later stage, you may apply for an Account using the Platform, which is integrated with Intergiro’s payment services platform and that provides you with payment services. These Terms and Conditions together
1.5. To access the Platform you need an internet connection, a computer, a smartphone, or a tablet with a web browser. You also need to download and install the Retreeb app on your smartphone or tablet and accept the Terms and Conditions. As of this version, the Retreeb Platform is only available on smartphone, on iOS (Apple manufacturer) and Android operating system. You will find information regarding available test operating systems and versions of web browsers, etc., on the Platform.
1.6. You may only use the Platform for your personal use and in accordance with the Agreement. The Agreement is for an indefinite term, meaning that it will continue in force until you or we terminate it, in accordance with the provisions of this Agreement.
1.7. The language of the Agreement is English and all communications will be conducted in English unless otherwise stated in the Terms and Conditions. You can at all times download a copy of these Terms and Conditions from the Platform or receive a copy from Retailer Support. French and Lithuanian versions are given as a unenforceable and unofficial translation of the English Version.
2. Your Platform Account
2.1. To use the Platform, you will need to create a user account (the “Platform Account”).
2.2. To be eligible to use the Platform and to create a Platform Account you need
● be a private individual;
● at least eighteen (18) years of age;
● live within the European Economic Area; and
● have accepted these Terms and Conditions.
2.3. In addition to the prerequisites set out in clause 2.2 above, you must only use your Platform Account for your personal use and for legal purposes. You cannot be listed on or associated with any sanctions list, such as the sanctions
list of the EU, the UN or OFAC.
2.4 Only businesses (including sole proprietors) and non-profit organisations located in the EU are eligible to apply for a Retreeb Services. Retreeb and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a Retreeb Account on behalf of or for the benefit of a user whose use of the Retreeb services was suspended or terminated by Retreeb, unless Retreeb approves otherwise.
You and your Representative individually affirm to Retreeb that (a) your Representative is authorised to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer,
director, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Retreeb may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Retailers, including payment of amounts you owe under this Agreement.
If you are a sole proprietor, and you are not old enough to enter into a contracton your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian.
If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorised officer. The approving board, authorised officer, parent or legal guardian is responsible to Retreeb and is legally bound to this Agreement as if it had agreed to this Agreement itself. You must not use the Services if you are under 13 years of age.
2.5 Retreeb may subcontract its obligations under this Agreement to third parties.
You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:
(a) use the Services for personal, family or household purposes;
(b) act as service bureau or pass-through agent for the Services with no added value to Retailers;
(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Retreeb systems, programs, data, or services;
(d) except to the extent Law permits, reverse engineer or attempt to reverse engineer the Services or Retreeb Technology(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;
(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Retreeb users’ use of Retreeb services; or
(g) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Retreeb Website except as permitted by Law.
2.6 Beta Services.
(a) Classification. Retreeb may classify certain Retreeb services or Retreeb Technology, including a particular release or feature, as Beta. A Retreeb service may be generally available in some circumstances (e.g., in some countries or regions) while still classified as Beta in other circumstances.
(b) Nature of Beta Services. By their nature, Beta Services may be feature-incomplete or contain bugs. Retreeb may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Beta Services.
(c) Feedback. Unless Retreeb otherwise agrees in writing, your use of Beta Services is confidential, and you must provide timely Feedback on the Beta Services in response to Retreeb requests.
(d) Availability During Beta Period. Retreeb may suspend or terminate your access to any Beta Services at any time.
2.7 Support. Retreeb will provide you with support to resolve general issues relating to your Retreeb Account and your use of the Services through resources and documentation that Retreeb makes available on the Retreeb Website and in the Documentation. Retreeb’s support is also available by contacting Retreeb at contact us. Retreeb is not responsible for providing support to Retailers.
2.9 Upon Retreeb’s request, you must provide User Information to Retreeb in a form satisfactory to Retreeb. You must keep the User Information in your Retreeb Account current. You must promptly update your Retreeb Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify Retreeb, and provide to Retreeb updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.
2.10 Information Retrieved by Retreeb. You authorise Retreeb to retrieve information about you and your business from
Retreeb’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, and you authorise and direct those third parties to compile and provide that information to Retreeb. This
information may include your, or your Representative’s, name, addresses, credit history, banking relationships, and financial history.
2.11 Collection of Fees and Other Amounts. Retreeb may revise the Fees at any time. If Retreeb revises the Fees for a Service that you are currently using, Retreeb will notify you at least 60 days (or a longer period if Law requires) before the revised Fees apply to you. You must pay, or ensure that Retreeb is able to collect, Fees and other amounts you owe under this Agreement when due. Retreeb may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with Retreeb or any of its Affiliates, from your Retreeb Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your Retreeb Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with Retreeb or any of its Affiliates, or if Retreeb is unable to collect amounts due from your Retreeb Account balance, then Retreeb may, to the extent Law
permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by Retreeb or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the Retreeb account balance of each Retreeb account that Retreeb determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, Retreeb may deduct, recoup or setoff an amount equal to the amount owed (using Retreeb’s conversion rate) together with any fees Retreeb incurs in making the conversion.
2.12 Retreeb’s fees exclude all Taxes, except as the Retreeb Pricing Page states to the contrary. You have sole responsibility and liability for:
(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and
(b) assessing, collecting, reporting and remitting Taxes for your business. If Retreeb is required to withhold any Taxes, Retreeb may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Retreeb an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Retreeb will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as Retreeb reasonably requests, and must promptly notify Retreeb if
any information that Retreeb prepopulates is inaccurate or incomplete. Retreeb may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require Retreeb to file periodic
informational returns with taxing authorities related to your use of the Services. Retreeb may send tax-related information electronically to you.
2.13 User Bank Accounts; Prohibition on Grant or Assignment. You must designate at least one User Bank Account in connection with the Services. Retreeb may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.
2.14 (a) Your Termination. You may terminate this Agreement at any time by closing your Retreeb Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.
(b) Retreeb Termination. Retreeb may terminate this Agreement (or any part) or close your Retreeb Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying you. In addition, Retreeb may terminate this Agreement (or relevant part) for cause if Retreeb exercises its right to suspend Services (including under Section)
2.15 Retreeb may immediately suspend providing any or all Services to you, and
your access to the Retreeb Technology, if:
(a) Retreeb believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;
(b) a Governmental Authority or a Financial Partner requires or directs Retreeb to do so;
(c) you do not update in a timely manner your implementation of the Services or Retreeb Technology to the latest production version Retreeb recommends or requires;
(d) you do not respond in a timely manner to Retreeb’s request for User Information or do not provide Retreeb adequate time to verify and process updated User Information;
(e) you breach this Agreement or any other agreement between the parties;
(f) you breach any Financial Services Terms;
(g) you enter an Insolvency Proceeding;
(h) Retreeb believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Retreeb; or
(i) Retreeb believes that your use of the Services
- is or may be harmful to Retreeb or any third party;
- presents an unacceptable level of credit risk;
- increases, or may increase, the rate of fraud that Retreeb observes;
- degrades, or may degrade, the security, stability or reliability of the Retreeb services, Retreeb Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack);
- enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.
2.16 The following will survive termination of this Agreement:
(a) provisions that by their nature are intended to survive termination ; and
(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.
2.17 Subject to the terms of this Agreement, Retreeb grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Retreeb Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.
2.18 During the Term, you and your Affiliates may provide Feedback to Retreeb or its Affiliates. You grant, on behalf of yourself and your Affiliates, to Retreeb and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Retreeb services. All Feedback is Retreeb’s confidential information.
2.19 Subject to the terms of this Agreement, SPEL grants to you and your Affiliates, and you grant to SPEL and its Affiliates, a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Retreeb as your service provider. Accordingly, Retreeb and its Affiliates may use those Marks:
(a) on Retreeb webpages and apps that identify Retreeb’s retailers;
(b) in Retreeb sales/marketing materials and communications; and
(c) in connection with promotional activities to which the parties agree in writing.
When using Marks of Retreeb or its Affiliate, you must comply with the Retreeb Marks Usage Terms and all additional usage terms and guidelines that Retreeb provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.
2.20 No Joint Development; Reservation of Rights. Any joint development between the parties will require and be subject to a
separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to any party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.
2.22 Each party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorised access, accidental loss and unauthorised modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.
You must prevent any Credential Compromise, and otherwise ensure that your Retreeb Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with Retreeb, including by providing information that Retreeb requests. Any act or failure to act by Retreeb will not diminish your responsibility for Credential Compromises.
You must notify Retreeb immediately if you become aware of an unauthorised acquisition, modification, disclosure, access to, or loss of Personal Data on your systems. If Retreeb believes that a compromise of data has occurred on your systems,
website, or app, Retreeb may require you to permit a Retreeb approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the
parties, you are responsible for all costs and expenses associated with these audits. Retreeb may share with Financial Services Partners any report the auditor issues.
2.23 You represent as of the Effective Date, and warrant at all times during the Term, that:
(a) you have the right, power, and ability to enter into and perform under this Agreement;
(b) you are a business (which may be a sole proprietor) or a non-profit organisation located in Europe and are eligible to apply for a Retreeb account and use the Services;
(c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;
(d) your employees, contractors and agents are acting consistently with this Agreement;
(e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;
(f) you are authorised to initiate settlements to and debits from the User Bank Accounts;
(g) you comply with Law with respect to your business, your use of the Services and Retreeb Technology, and the performance of your obligations in this Agreement;
(h) you comply with the Documentation;
(i) you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand;
(j) you do not use the Services to conduct a Restricted Business, transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business;
(k) you are the named account holder of each User Bank Account, and each User Bank Account is located in a Retreeb-approved country for the location of your Retreeb Account, as described in the Documentation; and
(l) all information you provide to Retreeb, including the User Information, is accurate and complete.
2.24 Scope of Application. Unless this Agreement states to the contrary elsewhere, the representations and warranties of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Services Terms.
2.25 Disclaimer. Retreeb provides the Services and Retreeb Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Retreeb does not make any, and
expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Retreeb Technology, Retreeb Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Retreeb Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorised access or use of the Services, your Retreeb Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Retreeb Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to
(a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the
(b) unauthorised access to servers or infrastructure, or to Retreeb Data or Protected Data;
(c) Service interruptions or stoppages;
(d) bugs, viruses, or other harmful code that may be transmitted to or through the Service
(e) errors, inaccuracies, omissions or losses in or to any Protected Data or Retreeb Data;
(f) Content; or
(g) your or another party’s defamatory, offensive, fraudulent or illegal conduct.
2.26 LIMITATIONS ON LIABILITY.
(a) Indirect Damages. To the maximum extent permitted by Law, the Retreeb Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Retreeb Parties have been advised of their possibility.
(b) General Damages. To the maximum extent permitted by Law, the Retreeb Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Retreeb (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability.
2.27 Electronic Communications. By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.
(a) Notices to Retreeb. Unless this Agreement states otherwise, for notices to Retreeb, you must contact us. A notice you send to Retreeb is deemed to be received when Retreeb receives it.
(b) Communications to you. In addition to sending you a Communication electronically as these General Terms describes, Retreeb may send you Communications by physical mail or delivery service to the postal address listed in the applicable Retreeb Account. A Communication Retreeb sends to you is deemed received by you on the earliest of (i) when posted to the Retreeb Website or Retreeb Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.
2.28 When using the Retreeb Payments Services you must, with respect to Retailers (a) accurately communicate and not misrepresent the nature, amount and currency of each Transaction prior to submitting it for processing; (b) provide a receipt that accurately describes each Transaction; (c) provide a meaningful way to contact you in the event that your goods or services are not provided as described; (d) not use the Retreeb Payments Services to sell goods or services in a manner that is unfair or deceptive, exposes Retailers to unreasonable risks, or does not disclose material terms of a purchase in advance; (e) inform Retailers that Retreeb processes Transactions for you; and (f) if you are collecting authorisations electronically, ensure that Retailers consent to electronic signatures and delivery of communications in accordance with Law. If you engage in Transactions with Retailers who are individuals (i.e., consumers), you must provide the disclosures Law requires, and must not engage in unfair, deceptive, or abusive acts or practices.
2.29 As required by the Payment Method Rules (a) as between the parties, each party is responsible for the acts and omissions of its employees, contractors and agents; and (b) unless a Payment Method Provider agrees, you do not have the ability to bind a Payment Method Provider to any contract or obligation, and you must not represent that you have that ability. The Payment Method Rules require you to meet data quality requirements for certain categories of Transaction data as specified in those rules. With respect to this data, you must comply with the technical specifications mandated by the Payment Method Providers, and you must ensure that this data is processed promptly, accurately and completely. You must maintain and make available to Retailers a fair and neutral refund and exchange policy, and clearly explain the process by which Retailers can receive a Refund. Payment Method Providers retain all IP Rights in their Marks, and you must not contest any Payment Method Provider’s IP Rights in their Marks. You may only use Payment Method Providers’ Marks in a manner consistent with the
Payment Method Rules, and you must promptly comply with all instructions from Retreeb regarding use or presentation of Payment Method Providers’ Marks. You are solely responsible for providing support to Retailers regarding Transaction receipts, product or service delivery, support, returns, refunds and all other issues related to your goods and services and business activities. Without limiting the previous sentence, you must make retailer service information
readily available to your Retailers, including clear instructions on how your
Retailers can contact you by email and telephone.
2.30 By using Retreeb Payments Services, you request Retreeb to blend Fees for payment card processing for all merchant services charges, regardless of the underlying differences in interchange fees between different payment card
brands and categories. If you have a question about Fees or wish to receive unblended rates for payment card processing, please contact us.
2.31 To enable Retreeb to process Transactions for you, you authorise and direct Retreeb, its Affiliates, Payment Method Providers and Payment Method Acquirers to receive and settle, as applicable, settlement funds owed to you through your
use of the Retreeb Payments Services. You may only submit Transactions that Retailers authorise, and only after the applicable goods have been shipped or services provided to the Retailer; except, you may submit a Transaction before goods have been shipped or services have been provided to the Retailer where the Retailer has authorised a Transaction for a partial or full prepayment for goods or services to be provided at a future time, or you have obtained the Retailer’s consent. You must not proceed with a Transaction if
(a) you know or should have known that the Transaction was fraudulent, not authorised by the Retailer, or illegal in your or your Retailer’s jurisdiction;
(b) you receive a response declining to authorise the Transaction; or
(c) the Retailer’s ability to use a Payment Method has expired or is no longer valid. You must not split payment for a single transaction into multiple Transactions except as the Payment Method Rules, Payment Method Terms and Acquirer Terms expressly permit. You must not submit any Transaction that duplicates a Transaction that is subject to a Dispute, or was previously disputed and subsequently resolved in your favour. Retreeb may refuse to process, or condition or suspend any Transaction that Retreeb believes
(x) may violate this Agreement or other agreement you have with
Retreeb (if any);
(y) is unauthorised, fraudulent or illegal; or
(z) exposes, or is likely to expose, Retreeb, you or others to unacceptable risk. When submitting an authorisation request for a Transaction that will be processed using Visa Secure, you must input the Cardholder Authentication Verification Value your issuing bank or Visa provides to you.
2.32 You appoint Retreeb as your agent for the limited purpose of directing, receiving, holding and settling funds under this Agreement. Notwithstanding the prior sentence, no agency is established for tax purposes. All settlement funds Retreeb receives for Transactions are combined with settlement funds held for other Retreeb users and safeguarded as Safeguarded Funds. Once Retreeb receives settlement funds, the relevant Retailer has no further obligation to make
payments to you with respect to a Transaction. Retreeb will promptly update your Retreeb Account balance to reflect processed Transactions. If, in the capacity as your agent, Retreeb provides a receipt for a Transaction to the applicable Retailer, that receipt is binding on you. Prior to transferring settlement funds to the User Bank Account, Retreeb may invest Safeguarded Funds. You have no rights to any earnings generated by Safeguarded Funds and are not entitled to draw funds from any Pooled Account.
2.33 Retreeb will transfer settlement funds for Transactions, net of Fees, Disputes, Refunds, Reversals and other amounts owed to Retreeb, from the applicable Pooled Account to the applicable User Bank Account within the time period stated in the Payout Schedule, unless a Payout Delay occurs and affects the transfer initiation, or Retreeb exercises a right under this Agreement to withhold or delay the transfer. However, Retreeb may impose an additional holding period before making the initial settlement to a User Bank Account.
2.32 Sending Funds to Third-Party Recipients. Retreeb may offer you the ability to send to a third party funds owed to you as you instruct Retreeb (including by sending all or part of the positive balance in your Retreeb Account to that third-party recipient’s Retreeb account or bank account), instead of settling funds to a User Bank Account. If Retreeb sends funds to a third-party recipient (or sends all or part of the balance in a Retreeb Account to the third-party recipient’s Retreeb account or bank account), which may include the use of a payment intermediary operating on your behalf, as you
instructed, this satisfies Retreeb’s obligations (and all applicable Payment Method Provider and Payment Method Acquirer obligations) to settle funds to you.
Retreeb is not responsible for any fees imposed by banks to which Retreeb transfers funds, including the banks that hold the User Bank Accounts and the third-party recipient accounts.
2.33 Subscriptions and Invoicing. If you use the Services to submit recurring or subscription Transactions, then before submitting the initial Transaction, you must
(a) inform each Retailer that the relevant Transactions will occur on an ongoing basis; and
(b) explain the method for cancelling the Retailer’s recurring billing or subscription. If you use the Services to issue invoices to Retailers, you must ensure that the form and content of the invoices comply with Law and are sufficient to achieve the legal or tax effects that you are trying to achieve.
3. How to create a Platform Account
3.1. To create a Platform Account,
- Provide your phone number: You will need to enter the phone number you want to associate with your account in the designated field.
- Confirm your phone number through the SMS code received: After entering your phone number, you will receive a code via SMS. You will need to enter this code in the confirmation field to verify that you have access to the phone number you provided.
- Provide your first name and last name: In the appropriate fields, enter your first and last name as they appear on your identification document.
- Provide your date of birth: Enter your date of birth in the designated field using the format provided (e.g. MM/DD/YYYY).
- Provide your email: In the designated field, enter a valid email address that you have access to. This will be used as a way to communicate with you and reset your password if needed.
- Accept the terms and conditions: Read through the terms and conditions of the platform and, if you agree, check the acceptance box.
- Confirm your email by clicking on a link sent to the provided email: After providing your email, you will receive a confirmation link. Follow the link to confirm that you have access to the email you provided.
- Choose an access code: Create a unique access code to secure your account. It is recommended to use a combination that isn’t used elsewhere.
- Provide information for your company or the business you work form. Elements may vary depending on the country where your business is situated.
- Provide a valid identification document: You will need to present a valid identification document such as a passport or national ID card. This document will be used to verify your identity.
- Verify your identity through a liveness check: You will need to complete a liveness check to confirm that you are physically present. This can be done through your webcam or mobile camera and may involve holding up your identification document and following instructions on the screen.
- Answer financial questions to verify your identity and assess your financial status: You will be asked a series of financial questions to verify your identity and assess your financial status. These questions may include information about your income, employment, and financial assets.
3.2. When applying for your Platform Account, you promise and warrant to us
● you will utilise the Platform Account for your personal use and for legal purposes only;
● any information and documentation provided by you are authentic, up-to-date, true and correct;
● you will comply with the provisions of the Agreement; and
● you will respect our and our third parties' intellectual property rights relating to the products and services offered to you under the Agreement.
3.3. Please note that you need to inform our Retailer Support without undue delay of any change of residential address or any other information relevant to your use of the Platform.
4. Retailer support and complaints
4.1. Retreeb will provide retailer support services relating to the Platform as well as the Account ("Retailer Support") and you are welcome to contact Retailer Support if you have any questions about the Platform or your Account. Retailer Support is accessible via in-app chat/email on email@example.com. Retailer Support is open between 10 A.M and 4.00 P.M CET, from Monday to Friday except public holidays, during Swedish banking days]. Retailer Support is available in English language.
4.2. You acknowledge and understand that Retailer Support constitutes a first support line, and that Retailer Support may need to contact Intergiro or any other partners of Retreeb engaged for the supply of the Platform for second line support as necessary.
4.3. On www.konsumenternas.se you can read more about your consumer rights. Limited consumer rights apply to professionals. Please check with a legal professional.
4.4. For any complaints or claims you may have regarding faults or deficiencies in products or services that you have purchased through your Account, please contact the seller of the product or the service provider (i.e., the point of sales) directly. The seller or service provider is liable for such faults or deficiencies in accordance with laws applicable to the purchase, and neither Retreeb nor Intergiro assumes any liability regarding such faults or deficiencies.
4.5 To be able to access the Retreeb Service, the Retailer must be equipped with a hardware compatible with the Retreeb Application (mobile phone such as a smartphone, mobile tablet or any other compatible connected object). Even if Retreeb makes its best efforts to optimise the compatibility of its Service, it cannot guarantee that it will work with all the terminals existing on the market and in particular terminals equipped with obsolete Android or I.O.S operating systems.
5. Your personal data
5.1. Retreeb collects and processes personal data about you for the purpose of providing the Platform and the Platform Account to you. Retreeb is the data controller for the personal data processed under the Agreement for the purpose of providing the Platform Account.
5.2. Further, Retreeb is the data controller for Retailer Support and is responsible for your personal data processed for the purpose of Retailer Support. In addition, Intergiro will collect and process personal data about you in order to provide your Account. Retreeb will, acting as Intergiro’s data processor, process certain personal data collected by Intergiro.
6. Fees and charges
6.1. The Platform and your Platform Account will be be charged with fees. Please note however that with your use of the Account, you will be charged for fees and charges in accordance with the pricing information available at the Platform. Please check the “Fees” Schedule.
6.2 Transactions requiring special handling, in particular when they lead to an operating incident on the Platform (insufficient funds, file fees, management of an unpaid bank card or rejected bank transfer, rejected card payment, etc.), are subject to special billing
7. Platform Account security
7.1. Unauthorised Use. If you become aware of or suspect that someone has unauthorisedly used your Platform Account, you must contact Retailer Support as soon as you are able, otherwise you will be liable for any such unauthorised actions or measures in your Platform Account. If you are notified about any suspicious actions or measures in your Platform Account, you need to inform Retailer Support as soon as possible from such notification that an action or measure was unauthorised.
7.2. Your responsibility. You are responsible for keeping your Platform Account safe. Whilst measures are undertaken to protect your Platform Account, please note that you are responsible for ensuring that:
● your Platform Account and your credentials, ordinary and one-time passwords, means of communication used with Retreeb for authentication purposes (“account credentials”) are kept safe and secure and that you do not keep account credentials or security details together with a device used to access the
● you use a strong password, which you do not use for any other account or similar, which you update from time to time;
● you do not let any third-party access or use the Platform Account;
● you immediately contact the Retailer Support if you suspect or experience that your Platform Account (or any information thereof) is accessed or otherwise used by an unauthorised third party or if you suspect that any account credentials are
at a risk of or are being used or otherwise possessed by an unauthorised third party;
● you ensure that all information (including but not limited to your contact details and address) relating to the Platform Account is up-to-date and that you inform Retailer Support without undue delay of any change; and
● you always follow the rules and recommendations regarding security of your Platform Account.
8. Changing the Agreement, closing your Platform Account.
notify Retailer Support before the changes take effect. Please note that we may terminate the Agreement with you and close your Platform Account in such a case.
8.2. You can terminate the Agreement free of charge and close the Platform Account at any time without notice. Please contact Retailer Support if you wish to terminate your Platform Account.
8.3. Retreeb can terminate the Agreement with you and close the Platform Account with two (2) months’ prior notice for any reason.
8.4. In addition, we may (i) suspend your Platform Account (or any part thereof), or (ii) terminate the Agreement and your Platform Account (or any part thereof) with immediate effect if you, in our opinion, materially breach the Agreement, any applicable laws or if Retreeb is required to do so under any law, regulation, court order, or request of an authority.
8.5. In certain circumstances, Retreeb is prevented from closing the Platform Account due to ongoing investigations concerning the Platform Account. In such cases, we may freeze the Platform Account to complete the investigation.
8.6. You will be notified prior to your Platform Account being closed.
9. Additional legal terms
9.1. Account functionality. With respect to the functionalities of the Account, including collections, payouts, cards, top-ups and transactions, reference is made to the Intergiro Terms and Conditions. You acknowledge, understand and accept that Retreeb will in no event, except for the provision of Retailer Support, assume any liability for the functionality of the Account, including but not limited to any of the functionalities referred to in the foregoing.
9.2. Changes to Platform. Retreeb may need to make changes, updates and upgrades to the Platform as it sees fit from time to time. In such a case you will be notified in advance.
9.3. Inactivity. If your Platform Account is inactive, meaning that no log-in has occurred for a period longer than three (3) months, Retreeb has the right to terminate the Agreement with you and close your Platform Account.
9.4. Intellectual property rights. Upon entering into the Agreement, Retreeb grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to use the Platform. All the intellectual property in the Platform is owned by us or our licensors (such as our logo and designs, the content on the Platform, all software and source code, trademarks, know-how, and data related to the Platform). You do not have any right to use our or our licensors’ names, trademarks, logos or other intellectual property. You must not copy, reproduce, modify, reverse engineer or disassemble any of our products, services or any intellectual property rights.
9.5. Performance analytics. To ensure that the services work as intended and in order to provide you with the best retailer service possible, we conduct performance analytics based on data shared with us by Intergiro. Please refer to
9.6. Retreeb’s liability. The Platform is provided “as is” and we cannot guarantee that the Platform will be free from faults or interruptions. This is partly due to the fact that we rely on some third parties to provide the Platform.
9.7. Retreeb is not liable for any services provided by Intergiro to you, and we do not undertake any responsibility in relation thereto.
9.8. Exclusions of liability. In addition to the above and to the extent such limitation is permitted by law, Retreeb will not be responsible:
● for any indirect, punitive or consequential damages or losses including but not limited to loss of profit, loss of data, loss of business, loss of goodwill and loss of reputation;
● for any damages, losses or costs in connection with or due to compliance with applicable laws, regulations, orders and decisions of courts or authorities or other regulatory requirements of payment systems, card payment systems or any other payment, clearing or settlement system;
● for any damages, losses or costs in connection with or due to any delays, interruptions, faults or inaccuracies relating to the Platform;
● for any damages, losses or costs caused by a virus, malware, phishing or other technological attacks or harmful material that may infect your IT equipment and infrastructure being used for the Platform;
● for any damages, losses or costs that arise in connection with or due to unauthorised transactions;
● for any damages, losses or costs arising in connection with or due to Intergiro's decision (i) not to onboard you and open an Account for you), (ii) close your Account, or (iii) reject a transaction; or
● for any fraudulent act conducted by any third party contacting you posing to be representing for example us or Intergiro, a well-known company or an acquaintance of a natural person related to you asking you to disclose your retailer details such as password, logins etc. Neither we nor Intergiro request that kind of information or undertake any such action.
9.9. Force Majeure. We shall not be liable for any breach or delay in the performance of our 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 any cause beyond our reasonable control (“force majeure event”). Should a force majeure event occur, you will be notified thereof and Retreeb will be excused from performance of the obligations being affected for as long as such force majeure event prevails.
9.10. Severability. If any of the provisions of the Agreement is deemed invalid, unlawful or unenforceable, the remaining provisions of the Agreement shall continue to be valid and binding on you and us.
9.11. Assignment. You may not assign your rights or obligations under the Agreement to a third party and you are the sole party to the Agreement with us. You are liable until the Platform Account is terminated. Retreeb may assign its rights or obligations under the Agreement to a group company or to any third party without your prior consent.
9.12. No waiver. Retreeb has the right to exercise any right or remedy it has under the Agreement at any time, even if such exercise is delayed, or we previously failed to exercise any right or remedy it is entitled to.
9.13. Swedish law applies. The Agreement shall be governed by Swedish law without regard to conflict of law principles.
9.14. Dispute resolution. If you are dissatisfied with the Platform or your Platform Account, please contact Retailer Support. If you wish to present a formal complaint, it should be in writing and include the relevant circumstances of the complaint. In case of a dispute between you and Retreeb, you may file a complaint with the National Board of Consumer Disputes (Sw. Allmänna Reklamationsnämnden (ARN)) in Sweden, which provides alternative dispute resolution free of charge. For more information, please refer to the website www.arn.se or https://arn.se/om-arn/Languages/english-what-is-arn/ . A complaint to the National Board of Consumer Disputes must be submitted in writing. Please note that certain limitations in time and value apply. Retreeb undertakes to participate in the National Board of Consumer Disputes’ processing of the dispute. More information on your consumer rights is available at www.konsumenternas.se.
9.15. You also have the right to use the European Union’s online dispute resolution platform available at https://ec.europa.eu/consumers/odr/main/? event=main.trader.register.
9.16. More information about online dispute resolution is available at www.konsumenteuropa.se
9.17. If legal actions are brought against you by Retreeb, the courts of Lithuania shall have jurisdiction to settle any dispute. Retreeb does, however, have the right to bring legal action against you with a court in another country if you are resident in or hold assets in such a country. In relation with Retreeb Intelectual Property, Swiss Courts shall have jurisdiction to settle. In relation with some services offered by our partner Intergiro, the courts of Sweden may be chosen as a jurisdiction to settle any disputes.
9.18. Distance Contracts Act. In accordance with the Swedish Distance Contracts Act (Sw. lag 2005:59 om distansavtal och avtal utanför affärslokaler) you, as a consumer, have the right to withdraw from the Agreement entered into with us as it has been entered into from a distance (withdrawal right). If you wish to exercise such withdrawal rights, you must contact Retailer Support within 14 days from the date of entering into the Agreement or from the date you were fully aware of the exact information contained within the Agreement. If you exercise your withdrawal right, Retreeb has a right to compensation for services provided during the time you have used them and for costs incurred up until the time the withdrawal right was exercised.] Please update as relevant. Another applicable law than Swedish law may apply to you.
9.19 Retreeb may modify the Services and Retreeb Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Retreeb will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Retreeb Technology that you are using. Retreeb is not obligated to provide any Updates. However, if Retreeb makes an Update available, you must fully install the Update by the date or within the time period stated in Retreeb’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.
9.20 (a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.
(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.
(c) Except where expressly stated otherwise in a writing executed between you and Retreeb, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.
(d) All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.
(e) The section headings of this Agreement are for convenience only and have no interpretive value.
(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.
(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.
(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.
(i) To be effective, a waiver must be in a writing signed by the waiving party. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
(j) Each party, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Retreeb and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and Retreeb or its Affiliate as agent, the agency conferred, including your rights as principal and Retreeb’s or its Affiliate’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or Retreeb or its Affiliate, and will in no event establish an agency relationship for tax purposes.
10. Additional legal terms relating to usage in France
10.1 These General Terms and Conditions for Retailers and the “Fees” Schedule form the framework contract for payment services pursuant to Article 314-12 of the French Monetary and Financial Code. Other contractual documents also
frame the additional and optional services available on the Retreeb Application and are presented for signature when the user accesses or subscribes to the specific service. Additional terms apply to Businesses receiving payment from
10.2 By accepting these Terms and Conditions, the Retailer agrees to use the Service in accordance with its purpose and under the conditions described in these Terms and Conditions. The Retailer undertakes not to deceive Retreeb by knowingly concealing its real internet connection address (IP address, Internet Protocol), nor by intentionally modifying the associated parameters, with the aim of deliberately circumventing the articles of the present Individual Terms and Conditions, of deceiving Retreeb on its real location or of intentionally circumventing the security devices that Retreeb has put in place to fight against fraud.
10.3 The Retailer joins Retreeb for an indefinite period. Unless otherwise provided for by law, the Service may be terminated at any time and without reason. The Retailer may terminate his membership to the Platform at any time and
request the closure of his Retreeb Account. If necessary, he/she must pay all the amounts due. The Retailer may request the transfer of the balance of his Platform to a bank or payment account held within the European Union. To this end, the Retailer shall contact Retreeb Support by e-mail at firstname.lastname@example.org. An e-mail is sent to the Retailer confirming the cancellation within five working days following the receipt of the cancellation request.
10.4 The Platform operates under the sole signature of its holder or that of any proxies appointed by proxy. The death of the Retailer terminates his membership to the Service and the possible power of attorney on the Platform becomes null and void, as soon as Retreeb is informed of the death through the Client Support. The operations carried out from the Platform of the deceased after the death are, unless the rightful claimants or the notary in charge of the estate agree, considered as not having been authorised. The Platform shall be kept open for the time necessary for the settlement of the estate and Retreeb shall ensure the transfer of the balance of the Platform with the express and written agreement of the successors or the notary in charge of the estate. If within three years after the death of the Retailer , the heirs have not made themselves known and/or have not asserted their rights, the balance of the Platform of the deceased Retailer is paid to the French Caisse des dépôts et consignations.
10.5 Retreeb may terminate the access of the Retailer to the Service, free of charge for the Retailer, by simple notification by e-mail, after expiry of a two- month notice period. In accordance with the law, Retreeb is not obliged to give reasons for the decision to terminate. During the notice period, the Retailer must take the necessary steps to settle the current transactions.
However, Retreeb is exempted from the two-month notice period and may immediately close the Platform for one of the following reasons
- In case of serious misconduct of the Retailer (in particular in case of physical or verbal violence, threats or insults against a Retreeb employee) or,
- In case of refusal or lack of response from the Retailer to provide additional information on the origin of the funds on his Platform and the economic justification of his payment transactions or,
- In the event of the provision of false, inaccurate, expired, forged or stolen documents or,
- In the event of abnormal operation of the Platform or
- In the event of failure to comply with any of the obligations imposed on the Retailer by these Individual User Terms and Conditions.
In addition, in case of detection of an anomaly, an inconsistency or a report likely to be a fraud, Retreeb has the possibility to register a person on a list of persons presenting a risk of fraud. The Individual Retailer, likely to be registered on this list, may be contacted by Retreeb according to the type of suspected fraud in order to provide additional information. At the end of the investigations, a written and individual information will be sent to the Retailer, specifying the measure taken by Retreeb; he will then be given the opportunity to present his observations, without prejudice to the applicable legal provisions.
10.6 The Retailer is prohibited from using the Service to sell goods or services relating to illegal activities, contrary to public order or morality, including but not limited to activities
- directly or indirectly threatening, abusive, defamatory, discriminatory, racist, xenophobic, homophobic or otherwise injurious to the honour or reputation of others;
- degrading or offensive to human dignity
- Inciting to commit an offence, a misdemeanour, a crime or an act of terrorism or glorifying war crimes or crimes against humanity;
- Offering or proposing online gambling services not authorised by the regulations (including, where applicable, instant win services) or gambling services prohibited by the regulations, which are based on the requirement of a financial sacrifice by the player and which could lead to the belief that there is an expectation of a win of any kind;
- Allowing third parties to obtain directly or indirectly illegal substances or products;
- Subject to a particular legal regime and exercised in violation of this regime (e.g. tourist agents, medical professions, legal professions, etc.)
- Related to the acquisition, use or transfer of crypto-currencies in an unreasonable, abusive or professional manner and/or as part of an overall fraudulent transactional scheme in the absence of specific security protocols and monitoring of financial flows.
10.7 Some Professionals in partnership with Retreeb, may offer discounts and rewards to Retreeb's Individual Retailers, who can get a prorated refund on their Retreeb Platform, after a purchase made through the app. The details are offered by the related third parties.
10.8 Retreeb and its Partners are also obliged to exercise constant vigilance over the business relationship, in accordance with the applicable texts, and to examine the payment operations and transactions carried out or received by the retailer, ensuring that they are consistent with the up-to-date knowledge of the Individual Retailer. In this respect, they may have to set up monitoring systems and, in the presence of operations which appear to them to be inconsistent or suspicious, unusual or exceptional, to ask the Retailer or, where applicable, his authorised representative, about the origin or destination of the funds, the purpose and nature of the transaction or the identity of the person who benefits from it. In the absence of such information, Retreeb and its Partners reserve the right not to execute the transaction or to cancel it or to terminate the contractual relationship.
10.9 As part of its obligations to combat money laundering and the financing of terrorism, Retreeb and its partners are required to apply additional vigilance measures with regard to politically exposed persons (hereinafter referred to as "PEPs"), subject to specific regulations due to the particular risks weighing on them and/or their close relations in terms of financial support for terrorism, attempted corruption or the circulation of capital of fraudulent origin for money laundering purposes. In view of this higher risk, Retreeb and its Partners are subject, in addition to the due diligence measures provided for any client, to a reinforced control and to additional due diligence measures at the beginning of the business relationship and during the execution of the Service. Retreeb reminds that a PEP is defined under Article L. 561-10 of the French Monetary and Financial Code as: "a person who is exposed to particular risks by virtue of the political, jurisdictional or administrative functions that he/she performs or has performed or those performed by direct members of his/her family or by persons known to be closely associated with him/her, or who becomes so in the course of a business relationship". Consequently, any Retailer corresponding to this definition undertakes to perform all necessary diligence to allow Retreeb and its Partners to carry out a reinforced examination of the operations carried out on his Platform, to inform them of any exceptional operation compared to the operations usually recorded on his Platform and to provide them with any document or information required in order to allow Retreeb and its Partners to justify compliance with this specific regulation to the competent authorities. On what occasions can a Retreeb Platform be blocked? The Platform of an Retailer may also be blocked by Retreeb if the amount of his transactions, individual or cumulated, exceeds certain limits in a given time (see
Appendix Tariffs and Limits). Exceeding these thresholds temporarily prevents the execution of transactions.