LATAM General Terms and Conditions
Appendix 1 – Required Disclosures
Definitions and interpretation
Last updated 24/04/2025.
The LATAM General Terms & Conditions (“LATAM GTCs”), including the PPRO Payment Method Specific Terms of Use together with the Payment Services Agreement, and any other applicable terms of use form the entire Agreement between PPRO and the Contractual Partner. The LATAM GTCs, the PPRO Payment Method Specific Terms of Use and any other applicable terms of use form may be updated or amended from time to time and any such updated and terms will apply to the Agreement between PPRO and the Contractual Partner immediately upon publication.
PPRO
PPRO comprises a group of entities operating worldwide to offer digital payment solutions to businesses and banks enabling them to scale their local payment services through one connection. In these LATAM GTCs, PPRO is a reference to the PPRO contractual entity named in the Payment Services Agreement and any of its Affiliated entities providing services.
Contractual Partner
The Contractual Partner is the entity receiving services pursuant to a Payment Services Agreement. To access the Payment Processing Services, the Contractual Partner must be one of the following types of entities:
an entity licensed to provide electronic commerce payment technology services to Merchants (“PSP”); or
a party providing electronic commerce services to Customers (“Direct Merchant”).
References to Contractual Partner in these LATAM GTCs, shall be a reference to both PSPs and Direct Merchants.
AGREED TERMS
DESCRIPTION OF THE PAYMENT PROCESSING SERVICES
The Contractual Partner’s access to the LATAM Products and Services shall be contingent on (i) the successful completion of PPRO’s on-boarding procedures including but not limited to anti-money laundering and customer due diligence verification procedures and (ii) the Contractual Partner being duly registered with PPRO by completing and submitting a completed Merchant Registration Form in its current version to entitle him to receive a Merchant Contract ID from PPRO. The Contractual Partner shall not be permitted to connect to a Payment Scheme or otherwise use the Payment Methods prior to such Merchant Contract ID being issued.
In providing the LATAM Products and Services, PPRO shall:
connect the Contractual Partner to the Payment Methods it has selected, through the Integration;
forward issued online payment transactions via the PPRO Payment Gateway interface to the respective Payment Scheme;
forward transactional data for the execution of a Customer’s payment to the Contractual Partner;
where applicable, provide the International Collection and Transfer of Funds Services;
where applicable, in case of fraudulent transactions or chargebacks, retain and refund funds to the Customer; and
where applicable, conclude all related activities that form an integral part of the International Collection and Transfer of Funds Services
The International Collection and Transfer of Funds Services shall at all times be carried out by the PPRO Affiliate incorporated in the respective Target Country listed below (or any of its successors and/or assignees):
| Target Country | PPRO Affiliate entity providing LATAM Products and Services |
| Argentina | PPRO Argentina S.A. |
| Brazil | PPRO Brasil Ltda. |
| Chile | PPRO Chile SpA. |
| Colombia | PPRO Colombia SAS. |
| Mexico | PPRO México Servicios de Pagos S.A. de C.V. |
| Peru | PPRO Perú S.A.C |
The Contractual Partner entitles PPRO to take any and all measures, including administrative and legal measures, in order to ensure the availability and timely performance of the LATAM Products and Services.
PPRO shall be entitled to withhold, at its sole discretion, the allocation of a Merchant Contract ID if it knows or reasonably suspects that the Contractual Partner is infringing or will infringe a material provision of this Agreement or that it presents a high risk of financial loss for PPRO or risk of money laundering. If the Contractual Partner does not meet the requirements of the PPRO Payment Methods – Specific Terms of Use, PPRO shall be entitled to withhold or revoke allocation of a Merchant Contract ID. The merchant evaluation criteria used by PPRO are subject to the specifications of the individual Payment Scheme and are therefore subject to change at any time.
OBLIGATIONS OF CONTRACTUAL PARTNER
The Contractual Partner agrees and accepts that it shall be obliged to:
at all times comply with the terms and conditions of the Agreement;
ensure that use of the LATAM Products and Services by the Contractual Partner or a Merchant is subject to an agreement with the Customer that includes the applicable disclosures included in Appendix 1 of these LATAM GTCs;
make available to PPRO all information, data and documents as reasonably required to enable PPRO to render the LATAM Products and Services under this Agreement and give commercial efficacy to this Agreement;
without undue delay, provide PPRO, with all information and documents requested to evidence Contractual Partner’s compliance with its obligations under the Agreement and under Applicable Law, if requested by a Regulator, Judicial Authority, Payment Scheme or banking partner;
immediately inform PPRO in writing about any irregularity that has been observed with respect to the use of the LATAM Products and Services;
to take any and all measures to protect any and all information related to the payment of goods and/or services from unauthorized access and/or loss, including the performance of regular backups;
to regularly check the chargeback level of its transactions and ensure that they remain below the Chargeback Threshold;
If a Regulator, Payment Scheme or banking partner lawfully requires information and documents to evidence the Contractual Partner’s compliance with its obligations under the Agreement and under Applicable Law, the Contractual Partner undertakes to, without undue delay, provide such Regulator, Payment Scheme, banking partner or PPRO, as applicable, with the necessary information and documents requested . Furthermore, the Contractual Partner undertakes to provide PPRO without undue delay such documentation and information as reasonably necessary in order for PPRO to adequately respond to direct requests it may receive with respect to the services; and
The Contractual Partner undertakes to inform PPRO, without undue delay, of any of the following: (a) changes to the KYC information concerning the Contractual Partner provided to PPRO during the initial onboarding and/or (ii) changes to internet URLs or website addresses being used by the Contractual Partner, or in case of a PSP, the name, location, internet address and industry of all web shops of its Merchants.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PARTIES
Each party, individually, represents and warrants that at all times:
it holds and shall continue to hold for the Term, the licences, permissions and authorisations necessary to lawfully perform the obligations under this Agreement.
shall comply with Applicable Law and Regulatory Requirements
shall comply with the applicable Data Protection Laws (including the requirements set out in clause 11) and in the case of a PSP, it shall oblige its Merchants to comply with all applicable data protection laws in its agreements
it has suitable record retention procedures and that it can provide, upon request of the other party and/or Regulator and/or Judicial Authority, evidence that it complies with country specific consumer protection and anti-money laundering laws and regulations.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE CONTRACTUAL PARTNER
The Contractual Partner always represents and warrants that it shall, and where applicable, it shall require its Merchants to:
make available to PPRO any documentation and/or information required to reasonably give commercial efficacy to this Agreement;
comply with the Payment Method Terms of Use;
not engage in any activities, sales, purchases, transactions, business, dealings or deliveries relating to the LATAM Prohibited Industries;
upon request by PPRO, promptly provide PPRO with copies of agreements evidencing its compliance with the requirement set out in clause 2.3 of these LATAM GTCs;
undertake not to commercialize products and/or services violating any law, statute, ordinance, or regulation of Applicable Law in the Target Countries or such products and/or services in the Target Countries, which may only be commercialized on the basis of a previous approval by public authorities and/or notified bodies without having such an approval; and
to be solely responsible for compliance with any and all domestic regulations affecting their business in the relevant Territory(ies)
TERMINATION; SUSPENSION
Ordinary Termination
This Agreement may be terminated at any time according to the terms of the Payment Service Agreement between the Contractual Partner and PPRO.
Extraordinary Termination
Without prejudice to any other right or remedy, either Party may terminate this Agreement with immediate effect if the other party (the “Defaulting Party”):
commits a Material Breach of the Agreement, which is not capable of being remedied, or which being capable of being remedied is not remedied within thirty (30) days of receiving notice from the other specifying the breach and requiring the breach to be remedied;
is convicted or otherwise sanctioned or disciplined by a Regulator, Judicial Authority, Payment Scheme and/or banking partner;
suffers any Insolvency Proceeding; or
fails to maintain any required regulatory license or authorization;
In addition to any rights of termination provided hereunder, any party may terminate the Agreement with immediate effect pursuant to any regulatory demand, requirement or directive for the cessation of the offer of LATAM Products or Services by a Regulator and/or Judicial Authority for all or part of the LATAM Products and Services provided to the Contractual Partner, or, where applicable, if the connection between the third party enabling the Integration and the Contractual Partner is terminated. Where appropriate, the terminating party shall make all reasonable efforts to: (i) satisfy any such regulatory demand, requirement or directive without termination of the Agreement; and (ii) provide notice of said regulatory demand, requirement or directive to the other contractual party to provide appropriate assistance and, should it be required, make alternative arrangements.
PPRO Termination Rights
PPRO may immediately suspend or terminate any part of or all access to the Products and Services if PPRO reasonably suspects that the Contractual Partner or, where applicable, its Merchant is involved with or is connected to fraudulent or criminal activity or of being in possession of the proceeds of crime;
PPRO may immediately terminate the agreement if the Contractual Partner reaches the Chargeback Threshold.
If the Contractual Partner does not have any activity under the Agreement (such as routing Transactions via the Payment Schemes described in the Payment Service Agreement) during the last 180 (one hundred eighty) days, PPRO may terminate the Agreement with immediate effect by providing the Contractual Partner with notice in writing of such termination.
Except as specified otherwise in the Payment Services Agreement and unless otherwise contrary to applicable law, PPRO shall pay the Contractual Partner any Transaction Amounts net of any Refunds, Chargebacks or outstanding invoiced Fees that it might be seeking to recover within one hundred eighty (180) days of termination of the Agreement,
Upon termination of the Agreement, the Contractual Partner shall: (a) completely uninstall the PPRO Payment Gateway technical interface; (b) delete any related information, documentation or archives related to it from its systems and (c) remove any links to the respective Payment Methods or their logos, Trademarks or other marks of the respective Payment Methods or Payment Scheme, unless the Contractual Partner has sourced access to the same via a third party.
FEES
PPRO shall calculate its Fees in accordance with the Payment Services Agreement.
Sign-up and Recurring Fees
The Contractual Partner one-time set up Fee becomes due and payable upon execution of the Agreement and will be invoiced to the Contractual Partner.
A Fee is due for each additional Payment Method the Contractual Partner wishes to add to the Agreement.
The minimum Fee per calendar month charged to the Contractual Partner is solely in regards to the Products and Services. Fees generated from the Contractual Partner’s utilisation of the Products and Services within any given calendar month are counted towards the minimum Fee of this month and in case such Fees do not reach the amount of the Contractual Partner’s calendar Monthly Minimum Fee, the shortfall will be charged to the Contractual Partner.
For PSPs, a fixed one-time Fee per Merchant boarded with PPRO is charged to the Contractual Partner. The Fee becomes due when such Merchant has been successfully boarded with PPRO. The Fee is due only once per Merchant irrespective of the number of Payment Methods it selects to offer to its Customers. For the avoidance of doubt, if such Merchant selects to offer additional Payment Methods at any time following its initial set-up, PPRO will not charge any additional Merchant set-up Fees.
Other Fees and Services
Unless stated otherwise, the prices/Fees stipulated in the Agreement apply per submitted Transaction or described action.
Any applicable minimum Fee is at all times separate from and excludes (i) any setup fee, (ii) any Base Fee Rates or (iii) any other Fee provided for under the Payment Services Agreement. The Contractual Partner shall, monthly, pay to PPRO:
the applicable minimum Fee OR the sum of the Product and Services Fees specified in the Payment Services Agreement (whichever is greater); plus
any other applicable Fees provided for and that may become due under the Agreement.
All Fees, contributions or costs referred to in this Agreement are subject to compliance of the Contractual Partner with the PPRO Payment Method Terms of Use and the acceptance of the Contractual Partner by the respective Payment Scheme.
PAYMENT OF FEES
PPRO (or the relevant Affiliate) will deduct its Fees, including any applicable Recurring Fees and any applicable taxes or other levies, from the aggregate amounts to be remitted to the Contractual Partner, unless otherwise agreed in the Payment Services Agreement.
PPRO reserves the right to recover, deduct, recoup, or setoff Fees and other amounts owed under this Agreement from the funds to be settled to the Contractual Partner in future Settlement Period(s) for reasons, including but not limited to:
chargebacks and refunds as further set out in these LATAM GTCs;
discrepancies between the funds actually received by PPRO and the amounts due to be settled (including, but not limited to a missing funds scenario);
fines, penalties, or sanctions imposed by relevant entities, including card networks, Payment Schemes, regulatory bodies, or banking partners; and
discrepancies between the funds received by PPRO and the amounts due to be settled to the Contractual Partner and (ii) fines, penalties, or sanctions imposed by card networks, Payment Methods, regulatory bodies or banking partners;
All Fees are net excluding any applicable current or future taxes, tariffs, duties and/or rates, as applicable.
The Parties agree that PPRO may pass on to the Contractual Partner increases in fees imposed by Payment Schemes, banking partners, and/or other third party providers.
Costs related to currency exchange, aiming at the transfer of funds, shall be entirely passed on to the Contractual Partner by PPRO. PPRO is not obligated to close a specific exchange rate but will ensure reasonable efforts to close the best possible rates for both Parties.
If the Contractual Partner fails to make payment in accordance with this Agreement, PPRO shall be entitled, in addition to any unpaid amount that should properly have been paid, to charge a simple interest on that amount from the final date for payment until the date of actual payment, being such interest to be calculated at a rate of 1% per month and an additional non compensatory fine of 2%.
PPRO shall be entitled, upon giving prior written notice, to discontinue or suspend its services until sums due to it are paid in full.
TAX PROCEDURES
The respective PPRO entity in the Territory as listed in clause 1.4 of the LATAM GTCs will perform the necessary tax procedures required by the Applicable Law in the Target Country on behalf of the Contractual Partner as far as such procedures form an integral part of the transfer of funds collected in the Target Country. Under no circumstances will PPRO be held responsible for the payment of any kind of Taxes incurred by the Contractual Partner´s activities.
PPRO reserves the right to alter any tax procedures immediately upon the issuance of new legislations or regulations of Target Countries. PPRO will notify the Contractual Partner of this alteration and requirement at the earliest possible time.
The Contractual Partner declares that PPRO shall enjoy the necessary power to act on their behalf for the purpose of tax procedures covered by this Clause. Under no circumstances PPRO shall act or be expected to act as a tax advisor.
The Contractual Partner shall provide PPRO with any and all information required by PPRO to perform tax procedures for the purpose of transferring funds according to this Clause.
The Contractual Partner shall be exclusively responsible for the correctness and completeness of information provided to PPRO.
The Contractual Partner is obliged to inform itself about the applicable tax procedures for its business. PPRO is under no circumstances liable for decisions taken by the competent authorities with respect to tax procedures related to the transfer of funds collected in the target country nor will PPRO provide the Contractual Partner with legal or tax advice.
Tax models for all Target Countries will be as determined in a format to be agreed upon by both Parties, with written approval of the Parties. The agreed format can be altered at any time, also upon written approval. No party can refuse the collection of taxes where local legislation determines either party as co-liable for collection. All other tax provisions remain as set forth in the Agreement, as amended
SETTLEMENT
Settlement obligations will be fulfilled by the respective PPRO entity in the Territory as listed in clause 1.4 of the LATAM GTCs.
PPRO shall only be responsible for the fulfilment of its settlement obligations relating to Transaction Amounts, if all of the following prerequisites are met:
the acceptance of a Transaction was made in accordance with the Agreement and with the “PPRO Payment Methods – Specific Terms of Use”;
the financial institution of the Customer has not reversed or otherwise withheld the payment;
PPRO has received the corresponding Transaction Amounts from the Issuing Bank or the Payment Scheme;
The Contractual Partner has received authorisation from PPRO to utilise the respective Payment Method with respect its Merchants;
there has been no suspension of service pursuant to the terms of clause 15.
The Settlement Period shall be set out in the Payment Services Agreement. The Contractual Partner acknowledges and agrees that PPRO will only settle funds which it has actually received from the Issuing Bank or the Payment Scheme. The funds settled to the Contractual Partner on a given day will depend on the timeframes of settlement provided by the Payment Schemes to PPRO.
PPRO shall collect and aggregate all funds deriving from Payment Schemes and/or Issuing Banks referable to each individual Merchant, if applicable, on the basis of the Merchant Contract ID. PPRO shall hold and/or process funds in accordance with Regulatory Requirements.
HOLDBACKS
PPRO shall be entitled in its reasonable discretion to retain a reasonable Holdback, for certain Payment Methods that carry certain risks of Chargeback (as well as the risks described in this clause), from the settlement funds remitted to the Contractual Partner. The amount of any Holdback will be notified to the Contractual Partner in advance together with a clear justification and shown on the Clearing Statement. PPRO shall be entitled in its discretion (which PPRO shall exercise reasonably and in good faith) to adjust the Holdback at any time, notice of which shall be provided to the Contractual Partner. The applicable Holdback for each Payment Method shall be described in the Payment Services Agreement.
PPRO may take into account, amongst other matters, of the following risks and factors when determining whether to retain a Holdback and the amount of such Holdback:
the Contractual Partner nearing or exceeding the Chargeback Threshold or otherwise on the basis of the overall risk of Chargeback;
the Contractual Partner ceasing or threatening to cease its business or a substantial part thereof;
The Contractual Partner materially altering, or threatening to materially alter, the nature of its business;
there being a real risk of the business activities of the Contractual Partner carrying a higher than normal risk of Chargebacks or other reversals of Customer payments;
the overall financial standing of the Contractual Partner;
the Contractual Partner becoming insolvent or otherwise being unable to pay its debts as they fall due, or it reasonably appearing to PPRO that such circumstances are genuinely in prospect;
PPRO having a reasonable belief that the Contractual Partner will be unable or unwilling in a material respect to perform its obligations under the Agreement;
PPRO receiving an inordinate and unusual number of enquiries from Payment Schemes or police or regulatory authorities relating to the business activities of the Contractual Partner in connection with actual or suspected fraud or financial crime; and
there being a risk related to the prefunding considering late settlement of the Payment Schemes, or for longer than expected periods of non-working days (whether Target2 Bank Day or not).
PPRO receiving an inordinate and unusual number of enquiries from Payment Schemes, public or regulatory authorities, or partner institutions, relating to the business activities of the Contractual Partner in connection with actual or suspected fraud or financial crime.
DATA PROTECTION
The contracting parties shall undertake to comply with the provisions of the Global PPRO Data Protection Policy(ies) and the PPRO Data Privacy Notice(s) (https://www.ppro.com/legal/privacy-notice/). PPRO’s Global Data Protection Policy establishes GDPR requirements as PPRO’s global baseline, while allowing for tighter local requirements where required by national laws.
Contractual Partner shall ensure that its directors, officers, employees and any other third parties working on its behalf with access to confidential data or data otherwise subject to data protection comply with the above mentioned policy(ies).
SUSPENSION AND BLOCKAGE OF SERVICE
PPRO has the right to block access to particular Payment Schemes or suspend the Contractual Partner’s use of Products and Services, should the Contractual Partner infringe any material contractual obligation imposed on it.
If a blockage or suspension be initiated, PPRO shall be entitled, in the first instance, to withhold remittance of funds otherwise due under clause 9. PPRO will notify the Contractual Partner in such event, unless to do so would be contrary to Regulatory Requirements or jeopardise any investigation of fraud.
INDEMNIFICATION AND LIABILITY
The parties undertake that (i) neither shall use the Products and Services provided for under the Agreement for the purposes of money laundering, terrorist financing, fraud or any other financial crime; and (ii) no funds which are being transferred by them constitute the proceeds of any criminal activity.
Subject to the provisions of clause 13.5 of these LATAM GTCs and notwithstanding anything in the Agreement to the contrary, in no event will either party be liable to the other, whether in breach of contract, negligence, breach of statutory duty, tort, or under any term of the Agreement, for:
loss arising from the actions or omissions of a third-party excluding the Contractual Partner’s Merchants, for whom the Contractual Partner remains responsible at all times under this Agreement;
indirect, consequential or special damages including, loss of profits, anticipated profits, loss of business opportunity, damage to brand, goodwill or reputation, business interruption losses, or losses caused by any regulatory or governmental action; and
any delay in or failure to perform its obligations to the extent such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to an Event of Force Majeure, inability to obtain supplies, refusal, or revocation of any applicable license, any governmental or regulatory action, any network breach, breakdown in any third-party equipment including third party computer hardware or software.
Subject to the provisions of clause 13.5 of these LATAM GTCs the maximum liability of PPRO, whether in negligence, breach of contract, breach of statutory duty, other tort, under an indemnity or otherwise arising out of or in connection with the Agreement shall not exceed, in aggregate, the amount corresponding to 3 (three) times the sum of the total Fees paid by the Contractual Partner in the last (3) Settlement Periods preceding the breach.
PPRO shall bear no liability for any breach of data security obligations arising from the actions or omissions of the Contractual Partner or its Merchants, if applicable.
The exclusions and limitations of liability set out in this clause shall not apply to:
liability arising from death or personal injury arising out of the negligence of a contracting party or its authorised representatives;
liability for any fraudulent act or omission or fraudulent misrepresentation by a contracting party or its authorised representatives;
liability arising due to the willful misconduct of a contracting party;
The Contractual Partner shall indemnify PPRO and shall hold PPRO harmless against all fines, damages, expenses and/or all related costs (including reasonably incurred legal costs) which arise from or are incurred by reason of: (i) breach by the Contractual Partner or (if applicable) its Merchants of any applicable requirements under anti-money laundering, terrorist financing, fraud or any other financial crime laws and regulations (ii) breach by the Contractual Partner or (if applicable) its Merchants of the PPRO Payment Methods – Specific Terms of Use; (iii) breach by the Contractual Partner of its obligations under clauses 2. (Obligations of the Contractual Partner), 4. (Representations, Warranties and Undertakings of the Contractual Partner),11. (Data Protection), 15 (Non-Disclosure) and 16. (Trademark and Copyright); (iv) the willful misconduct or intentional tortious conduct of any employee of the Contractual Partner in connection with the obligations contingent upon either contracting party under the terms of the Agreement. PPRO may at its sole discretion, set off any fines, damages, expenses and costs incurred as a result of the Contractual Partner’s breach against amounts held by PPRO that are otherwise payable to the Contractual Partner under this Agreement. Exercise of this right of set-off will not prevent PPRO from using any other rights or remedies available to it under the Agreement or otherwise.
In the event of any fraud, suspected fraud, chargebacks, fees, fines, penalties, or any other amounts imposed by the Payment Scheme (whether directly on PPRO or the Contractual Partner) in relation to the use of the Products and Services by the Contractual Partner or any of its Merchants under this Agreement (“Deductions”):
Contractual Partner shall be liable for such Deductions and shall indemnify, defend, and hold PPRO harmless from and against all such Deductions together with any costs, liabilities, losses, expenses, and damages (including, but not limited to, reasonable legal fees and enforcement costs) arising out of or in connection with such Deductions (together “Transaction Losses”);
PPRO shall be entitled to recover any losses associated with a Transaction by means of set-off. PPRO may set off any Transaction Losses against any withheld funds or any other amounts due and payable by PPRO to the Contractual Partner under this Agreement. Such set-off shall occur without prior notice and shall not limit PPRO’s right to recover any remaining shortfall.
FINAL PROVISIONS
This Agreement shall be governed and construed exclusively as set out in the Payment Services Agreement.
If any court finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the remaining provisions of the Agreement will not be affected.
The Agreement is made for the benefit of the parties, including any PPRO Affiliate providing part of the Products or Services as detailed in the Payment Services Agreement. The Agreement is not otherwise intended to benefit any third party or be enforceable by any third party.
Any notice given to a party under or in connection with the Agreement shall be in the English language, in writing, and shall be delivered by post and/or by email at the addresses for service of notices set out below. Invoices, if electronic invoices, shall be communicated only by email.
Failure by one of the parties to exercise or enforce any rights available to it shall not amount to a waiver of that right.
The Agreement and any documents referred to in the Agreement constitute the whole agreement between the parties and supersede all previous negotiations or agreements between them relating to its subject matter. Each party acknowledges that, in entering into the Agreement and the documents referred to in the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement or the documents referred to in the Agreement.
Appendix 1 – Required Disclosures
The Contractual Partner is obligated to share with PPRO Latin America GmbH a copy of the Contractual Partner’s updated contractual instrument with the Customer (e.g. terms and conditions) in the local language of the country which will be implemented by the Contractual Partner. Additionally, the following text has to be added to the “Terms & Conditions” of the website where the customer is purchasing the products or services:
4.1. Argentinian Spanish (authorization required)
“Con el fin de permitir (si necesario) el envío de fondos para el pago de bienes, productos y / o servicios comprados a [nombre del Contractual Partner], el Usuario designa irrevocablemente a PPRO Argentina S.A. (a través de cualquiera de sus representantes, apoderados, empleados o agentes) como su apoderado para, en su nombre, (i) suscribir contratos de cambio de divisas y otros convenios que sean necesarios para efectuar la respectiva transferencia de fondos, incluyendo la facultad de negociar plazos, tarifas, comisiones, o incluso en reemplazar el mandato otorgado parcialmente o en su totalidad, y (ii) actuar en nombre de [nombre del Contractual Partner] en la venta de los bienes, productos y / o servicios, solo con el propósito de recibir, procesar y remitir las transacciones de pago con el fin de finalizar la compra de bienes, productos y / o servicios ofrecidos por [nombre del Contractual Partner], y otorga autorización y consentimiento a PPRO Argentina S.A. para actuar como destinatario final y beneficiario de los pagos realizados en Argentina, en nombre de [Contractual Partner].”
ENGLISH: In order and if necessary to enable remittance of funds for the payment of goods, products and/or services purchased from [Contractual Partner’s name], the User irrevocably appoints PPRO Argentina S.A. (through any of its representatives, attorneys, officers or agents) as its attorney-in-fact to, on its behalf, (i) sign foreign exchange agreements and other agreements that may be necessary to effect the respective remittance of funds, including the power to negotiate terms, rates, renegotiate fees, or even in whole or in part supersede the mandate granted, and (ii) act in the name and/or on behalf of [Contractual Partner’s name] in the sale of the goods, products and/or services, just for purposes of receiving, processing and remitting the payment transactions in order to complete the purchase of goods, products and/or services offered by the Contractual Partner, and grants authorization and consent to PPRO Argentina S.A. to act as the final recipient and beneficiary of the payments made in Argentina, in the name and/or on behalf of [Contractual Partner’s name].
4.2. Brazilian Portuguese (authorization required)
“A fim de permitir a remessa dos fundos resultantes dos pagamento de bens, produtos e/ou serviços adquiridos de [Nome do Contractual Partner], o Usuário nomeia e constitui PPRO Brasil Ltda. como seu bastante procurador para, em seu nome, assinar contratos de câmbio bem como outros contratos que sejam necessários para realizar a referida remessa internacional dos fundos, incluindo poderes para negociar condições gerais, taxas, preços e tarifas, bem como substituir, em todo ou em parte, o mandato ora outorgado.”
ENGLISH: In order to enable remittance of funds for the payment of goods, products and/or services purchased from [Contractual Partner’s name], the User appoints PPRO Brasil Ltda. as its attorney-in-fact to, on its behalf, sign foreign exchange agreements and other agreements that may be necessary to effect the respective remittance of funds, including the power to negotiate terms, rates, renegotiate fees, or even in whole or in part supersede the mandate granted.
4.3. Colombian Spanish (recommended disclosure)
“El usuario autoriza al [Contractual Partner] y a todos y cada uno de los procesadores de pago y/o agentes recaudadores de fondos que lleguen a procesar transacciones de pago en nombre del Contractual Partner o a recaudar recursos pagados en virtud de la transacción, a cerrar el contrato de FX y a transferir los fondos relativos a los pagos ejecutados a través del medio de pago empleado, incluyendo Baloto, Botón PSE, o tarjetas de crédito. Todos y cada uno de los procesadores de pago y/o agentes recaudadores que lleguen a procesar transacciones por instrucciones del Contractual Partner o a recaudar fondos para este último no son responsables de recaudar los impuestos que puedan originarse en relación con esta operación.
ENGLISH: The user grants the Contractual Partner, and any and all payment processors and/or collecting agents which may process payment transactions or collect money on behalf of the Contractual Partner, to close the FX contract and to transfer the funds relating to payments executed, including those made via Baloto, Botón PSE, or credit cards. Any and all payment processors and/or collecting agents which may process transactions on behalf of the Contractual Partner or to collect funds on its behalf do not account for collecting taxes, which might originate in relation to this operation.
4.4. Chilean Spanish (recommended disclosure)
“El usuario autoriza a PPRO Chile SpA a recibir, procesar y transferir los fondos relativos a los pagos en nombre del Contractual Partner con el fin de finalizar la compra de bienes, productos y/o servicios ofrecidos por el comerciante, y otorga autorización y consentimiento a PPRO Chile SpA para actuar como el destinatario final y beneficiario de los pagos realizados en Chile, en nombre del Contractual Partner.”
ENGLISH: The user authorizes PPRO Chile SpA to receive, process and remit payment transactions on behalf of the Contractual Partner in order to complete the purchase of goods, products and/or services offered by the Contractual Partner, and grants authorization and consent to PPRO Chile SpA to act as the final recipient and beneficiary of the payments made in Chile, on behalf of the Contractual Partner.
4.5. Mexican Spanish (recommended disclosure)
“El usuario autoriza a PPRO Mexico Servicios de Pagos S.A. de C.V. a recibir, procesar y transferir los fondos relativos a los pagos en nombre del Contractual Partner con el fin de finalizar la compra de bienes, productos y / o servicios ofrecidos por el comerciante, y otorga autorización y consentimiento a PPRO Mexico Servicios de Pagos S.A. de C.V. para actuar como el destinatario final y beneficiario de los pagos realizados en Mexico, en nombre del Contractual Partner.”
ENGLISH: The user authorizes PPRO Mexico Servicios de Pagos S.A. de C.V.to receive, process and remit payment transactions on behalf of the Contractual Partner in order to complete the purchase of goods, products and/or services offered by the Contractual Partner, and grants authorization and consent to PPRO Mexico Servicios de Pagos S.A. de C.V. to act as the final recipient and beneficiary of the payments made in Mexico, on behalf of the Contractual Partner.
4.6. Peruvian Spanish (recommended disclosure)
“El usuario autoriza al Contractual Partner y a todos y cada uno de los procesadores de pago y/o agentes recaudadores que lleguen a procesar transacciones de pago por instrucciones del Contractual Partner, a cerrar el contrato de FX y a transferir los fondos relativos a los pagos ejecutados a través de Pago Efectivo, tarjetas de crédito y tarjetas de débito. Todos y cada uno de los procesadores de pago y/o agentes recaudadores que lleguen a procesar transacciones por instrucciones del Contractual Partner no son responsables de recaudar y/o declarar ante la autoridad correspondiente los impuestos que puedan originarse en relación con esta operación.”
ENGLISH: The user grants its authorization to the Contractual Partner, and any and all payment processors and/or collecting agents which may process payment transactions in accordance with instructions provided by the Contractual Partner, to close the FX contract and to transfer the funds relating to payments executed via Pago Efectivo, credit cards, and debit cards. Any and all payment processors and/or collecting agents which may process transactions with instructions provided by the Contractual Partner do not account for collecting and/or declaring before the correspondent authority, taxes, which might originate in relation to this operation.
DEFINITIONS AND INTERPRETATION
In interpreting these LATAM GTCs:
References to any statute, statutory provision, subordinate legislation under the relevant statute, or regulation will include any statute, statutory provision, subordinate legislation, or regulation which amends or replaces it or has amended or replaced it.
Unless otherwise indicated, references to clauses and schedules within the LATAM GTCs are references to the clauses and schedules in these LATAM GTCs.
In case of any conflict or inconsistency between these LATAM GTCs, the Payment Services Agreement, Appendices, the Payment Specific Terms and Conditions, the PPRO Data Privacy Policy, any Amendment Agreement, and any other applicable terms and conditions, the following order of precedence shall apply:
- the Payment Specific Terms and Conditions, with respect to the subject matter governed by the Payment Specific Terms and Conditions
- PPRO Data Privacy Policy, with respect to the subject matter governed by the PPRO Data Privacy Policy
- Appendices, with respect to the subject matter governed by the Appendix
- Amendment Agreement, with respect to the subject matter governed by the Amendment Agreement
- Payment Services Agreement
- these LATAM GTCs, with respect to the subject matter governed by the LATAM GTC’s
- any other applicable terms and conditions
Unless otherwise stated in these LATAM GTCs or in the Payment Services Agreement, the following words and expressions shall have the following meanings:
| “Affiliate” | means the entity which owns, is owned by or shares common ownership with the PPRO entity named in the Payment Service Agreement or the Contractual Partner, as the context requires. |
| “Applicable Law” | means all applicable provisions of all laws, statutes, common law, codes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or governmental authorities and all orders and decrees and judgments of all courts and arbitrators that apply to PPRO and the Contractual Partner or the subject matter of the Agreement. |
| “Chargeback” | means the rejection or return of funds to a Customer which is forcibly initiated by the Issuing Bank (or other authorized entity) of the particular Payment Method used by the Customer to pay for a good or service (such as direct debit or credit card). |
| “Chargeback Threshold” | means a chargeback level greater than 0,75% (zero comma seventy-five per cent) of the total number of Transactions processed in any given 4 (four) week period. |
| “Commencement Date” | means the date on which the first Transaction becomes eligible for processing which shall be contingent on the successful completion of the onboarding of the Contractual Partner by PPRO, including but not limited to anti-money laundering and customer due diligence (and where applicable, enhanced due diligence) verification procedures |
| “Confidential Information” | means the terms of the Agreement and all other information, including but not limited to business, technical and financial information, disclosed by one party to the other (whether before or after the date of the Agreement) and which is not public, is marked as confidential or has been otherwise indicated to be confidential, which provides value to a party from being confidential or which would be regarded as confidential by a reasonable business person, save to the extent that such information: (i) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the receiving party; (ii) becomes known to the receiving party through a disclosure by sources other than the disclosing party or of one of its Affiliates having no duty of confidentiality to the disclosing party, whether direct or indirect, with respect to such information and having the legal right to disclose such information; (iii) that the Confidential Information has been independently gained without infringing a duty of confidentiality, or was independently developed, researched, conceived or calculated by either of the parties; (iv) is disclosed with the consent of the other party; (v) is required to be disclosed pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction, or from any other third Party with power to compel the disclosure of such information, provided that (to the extent it is permitted to do so) the affected party gives all reasonable notice of such disclosure to the other party. |
| “Customer” | means the end-customer/end-user and user of one or more Payment Methods. |
| “Data Protection Laws” | any applicable data protection or privacy laws or regulations including all laws and regulations implemented in the European Union (i.e. GDPR) and the UK (i.e UK GDPR), and, depending on the Territorial Scope, legislation from, including but not limited to, Argentina, Brazil, Chile, Colombia, Mexico, and Peru. |
| “Defaulting Party” | has the meaning set out in clause 5.2 below. |
| “Event of Force Majeure” | means an event or sequence of events beyond the reasonable control of the affected party which does not relate to its fault or negligence and which materially impacts the ability of the affected party to perform its obligations under the Agreement. An Event of Force Majeure includes acts of God; natural disasters, expropriation or confiscation of facilities; any form of government intervention; war; hostilities; rebellion; terrorist activity; local or national emergency; sabotage or riots; floods; fires; explosions or other catastrophes; epidemic, pandemic or disease outbreak (including, but not limited to the COVID-19 virus). |
| “Fees” | means PPRO’s fees, contributions, costs and charges as calculated in accordance with the Payment Services Agreement. |
| “Holdback” | means a percentage of the Contractual Partner’s total processing volume which is held by PPRO as security when the Contractual Partner makes use of LATAM Products and Services which entail certain risk factors, including those set out at clause 10, apply. |
| “Integration” | means the mechanism by which the Contractual Partner is connected to the PPRO Payment Gateway either (i) through direct integration by the Contractual Partner or (ii) through integration by an entity, approved by PPRO and carrying on the business of the technical processing of electronic payment transactions in their respective form. |
| “International Collection and Transfer of Funds Services” | means the collection of funds for eventual settlement from the Payment Scheme and/or the Issuing Bank and the remittance of settlement funds to the Contractual Partner |
| “Issuing Bank” | means the bank of the Customer. |
| “Insolvency Proceeding” | means, with respect to a party, any of the following: (i) a court order, or corporate resolution, that dissolves the Party; (ii) the Party becoming insolvent; (iii) the Party filing for bankruptcy or judicial recovery, our of court liquidation, or any similar or analogous procedure in their respective jurisdiction; (iv) that Party filing for bankruptcy or judicial recovery, out of court liquidation, or any similar or analogous procedure in their respective jurisdiction; (v) that Party ceasing or threatening to cease to trade (either in whole, or as to any part or division involved in the performance of this Agreement); or (vi) that Party taking or suffering any similar or analogous procedure to any of the events described above in any applicable jurisdiction under the Agreement. |
| “Judicial Authority” | means the judge, magistrate or other person or group of persons acting as a tribunal, collegiate tribunal, supreme court or similar, authorized under the laws of any country, with sufficient authority, and enough capabilities, power and authority to perform judicial functions, as well as to resolve by a judicial procedure any kind of dispute despite its nature. |
| “LATAM Products and Services” | means the various Payment Methods selected by the Contractual Partner under the Payment Services Agreement within the Territorial Scope, as well as any associated International Collection and Transfer of Funds Services or Technical Processing Services provided by PPRO under the Agreement. |
| “Material Breach” | means, any act or omission by either Party of its respective representations, warranties, covenants or other obligations hereunder, which breach could reasonably be expected to (i) have a material adverse effect on the benefit which the non-breaching Party would otherwise derive hereunder, (ii) cause a substantial harm to the non-breaching Party, or (iii) a breach by a Party of any of their obligations under the Agreement, or the negligence or willful misconduct of a Party or its agents, except for the cases herein described as a limitation of liability. |
| “Merchant” | means an entity that has contracted with the Contractual Partner that is a PSP to receive merchant acquiring services. |
| “Minimum Settlement Amount” | the minimum amount of funds as specified in the Payment Services Agreement that must be owed and due to the Contractual Partner for any given Settlement Period prior to PPRO initiating fund remittance to the Contractual Partner. |
| “Minimum Term” | has the meaning set out in the Payment Services Agreement. |
| “Monthly Minimum Fee” | the minimum Fee that is to be paid to PPRO by the Contractual Partner on a monthly basis as set out in the Payment Services Agreement and shall at all times remain separate from any other applicable Fees. |
| “Person” | an individual or a Company. |
| “Payment Services Agreement” | the individual agreement between a PPRO entity and the Contractual Partner that contains certain specific terms and conditions governing the Agreement and the contractual relationship between the parties. |
| “Payment Methods” | the ways that Customers can pay for goods and/or services offered by a Merchant. These include but are not limited to all (a) online payment systems using online banking services; (b) combined offline/online procedures such as direct debit; (c) forms of credit card acceptance; (d) digital wallets. |
| “PPRO Payment Methods – Specific Terms of Use”, “Payment Method Terms of Use” | the standards, rules, procedures and requirements in relation to certain Payment Methods as set out in the “PPRO Payment Methods – Specific Terms of Use” made available by PPRO to Contractual Partner from time to time. |
| “Payment Scheme” | an operator of the respective Payment Method, which may grant licenses for the use of the Payment Methods and intellectual property rights relating thereto. |
| “PCI DSS” | the applicable Payment Card Industry Data Security Standards as set out by the PCI Security Standards Council, LLC. |
| “PPRO Payment Gateway” | the electronic commerce payment gateway proprietary to PPRO or an Affiliate; or any enhanced, revised or replacement payment gateway that PPRO may operate in addition or substitution from time-to-time. |
| “Refund” | means the return of funds to the shopper initiated by the Customer under the applicable PPRO Product, Scheme and/or Merchant rules. |
| “Regulator” | means any statutory or industry body which regulates the business or operations of PPRO and any PPRO Affiliate, including the FCA, the CSSF, HMRC, the Information Commissioner and the National Commission for Data Protection, as well as any other that could be considered as such depending on the Territorial Scope. |
| “Regulatory Requirements” | means all applicable laws, rules, regulations, orders, requirements, guidelines, interpretations, directives and requests (whether or not having the force of law) from and of, and plans, memoranda and agreements with, any Regulator. |
| “Self Service Boarding Portal” | means the system, accessible by a Contractual Partner that is a PSP via a user interface in PPRO’s client portal, used to onboard and manage Merchants. |
| “Service Levels” | each of the agreed minimum service levels set out in the Payment Services Agreement by which PPRO will perform the services provided for under the Agreement (including technical services, associated support and maintenance) for the Contractual Partner. |
| “Settlement Period” | the period of time for which a Clearing Statement or final invoice is raised by PPRO, and during which the Transaction Amounts are collected by PPRO for settlement to the Contractual Partner at the end of such period of time, and as defined in the Payment Services Agreement. |
| “Settlement Timing” | the period of time for PPRO to settle the relevant amounts to the Contractual Partner, as defined for each relevant Payment Method in the Payment Services Agreement. |
| “Target Country(ies)” | the Countries that form the Territorial Scope, being Argentina, Brazil, Chile, Colombia, Mexico and Peru. |
| “Term” | the duration of the Agreement, consisting of the Minimum Term together with each Renewal Term. |
| “Territorial Scope” | the territory in which the Contractual Partner wishes to offer his services and/or goods in combination with Payment Services rendered by PPRO to Customers. |
| “Trademarks” | has the meaning set out in clause 21.4 below. |
| “Transaction” | a set of data transmitted by the Contractual Partner to PPRO, in certain cases the third party enabling the Integration, for processing and transmitting to a Payment Scheme. |
| “Transaction Amount” | the nominal value of a Transaction. |
| “Transaction Fee” | a Fee payable per submitted Transaction to be calculated according to the Payment Services Agreement. |