Online Terms and Conditions
(Merchant Acquiring)

3. The Acquiring Services

3.1 Subject to these Online Terms and the Merchant Agreement, Centranx will provide the Acquiring Services, enabling you to accept and process card payments from End-Customers via the Card Schemes we support. We will use commercially reasonable efforts to provide the Services in a reliable and secure manner, in accordance with Applicable Law and the Scheme Rules.

3.2 The Acquiring Services are delivered using the Technology Providers and other subcontractors. The availability, performance and liability provisions relating to the Technology Providers are set out in clause 11 (Third-Party Technology), which the Merchant should read carefully.

4. Merchant onboarding, due diligence and ongoing obligations

4.1 Registration

You must complete our application process and provide accurate, complete and up-to-date information about your business and its beneficial owners and keep that information current at all times.

4.2 Due diligence, KYC and AML

You authorise us, directly or through third parties, to make any inquiries we consider necessary to verify your identity and assess your risk profile, including credit, sanctions and database checks, and to comply with our Know-Your-Customer, anti-money-laundering and counter-terrorist-financing obligations under the Prevention of Money Laundering Act (Cap. 373) and EU law. We may carry out ongoing monitoring and periodic re-verification and may request further information at any time.

4.3 Sanctions and financial crime

We may delay, decline, suspend, freeze, withhold or reverse any Transaction or settlement, and/or suspend the Services, where we reasonably suspect fraud, money laundering, sanctions exposure, breach of Applicable Law or the Scheme Rules, or where required by a regulator, the Card Schemes or a court. We are not liable for any loss arising from action taken under this clause.

4.4 Account security

You are responsible for keeping your Merchant Account credentials and integration secure, for all activity through your account, and for notifying us immediately of any actual or suspected unauthorised use or compromise.

5. Acceptable use and Merchant covenants

5.1 Compliance

You will, at all times, comply with these Online Terms and the Merchant Agreement, all Scheme Rules, and all Applicable Law (including consumer-protection, distance-selling, data-protection and tax laws).

5.2 Acceptable use

You may only use the Services to accept payment for goods and services you sell in the ordinary course of the business described in your Merchant Application. You must not use the Services for any unlawful, fraudulent, deceptive or prohibited activity, or for any business listed in our Prohibited and Restricted Businesses Policy, which is incorporated by reference.

5.3 Change of business

You must obtain our prior written consent before materially changing your business model, products, ownership or the nature of the goods or services sold (for example, moving from selling software to crypto-assets). An unconsented material change is a ground for immediate suspension or termination.

5.4 Website and disclosure requirements

Where you accept e-commerce payments you must display prominently on your website: your legal entity name and registered address; a clear description of goods/services and prices; your returns, refunds and cancellation policy; your privacy policy; the supported Card Scheme marks; and your customer-service contact details.

5.5 Customer service

You are solely responsible for customer service, fulfilment, and handling complaints, returns and refunds for your End-Customers. A Refund must be made to the original payment method and must not exceed the original Transaction amount.

6. Strong Customer Authentication, 3-D Secure and PCI DSS

6.1 SCA / 3-D Secure

For all e-commerce Transactions you must apply Strong Customer Authentication using 3-D Secure v2.2 (or higher), except where a valid exemption applies and is correctly flagged. You acknowledge that failure to apply SCA may result in Transactions being declined by the Issuer, and Centranx is not liable for any revenue loss or liability shift resulting from your non-compliance with SCA requirements.

6.2 PCI DSS

You represent and warrant that you are, and will remain, fully compliant with all applicable PCI DSS requirements, and that you are responsible for the security of all Cardholder data you handle, transmit or store. In the event of a data compromise on your systems, you are fully liable for all resulting fines, Assessments, forensic costs and other amounts imposed by the Card Schemes or any regulator.

7. Transaction processing, settlement and set-off

7.1 Submission

You will submit Transactions in accordance with our technical integration requirements, and only Transactions that have been validly authorised by the End-Customer for genuine sales of your goods or services.

7.2 Settlement

We will settle to your designated bank account the value of processed Transactions, less Fees, Chargebacks, Refunds, Assessments, the Rolling Reserve and any other amounts owed to us, in the currency and on the settlement cycle stated in Schedule A. We safeguard relevant funds in accordance with the Financial Institutions Act (Cap. 376).

7.3 Delay or withholding

We may delay, suspend or withhold settlement where we suspect fraud, a breach of the Agreement or the Scheme Rules, where a Reserve trigger applies, or for other risk-related reasons, in each case for so long as is reasonably necessary.

7.4 Set-off and negative balance

We may set off, recoup or deduct any amount you owe us from any settlement or from any Reserve. If those amounts are insufficient, you authorise us to debit your designated bank account, and you must immediately pay any remaining negative balance on demand.

7.5 Currency conversion

Where currency conversion is applied, it will be carried out at the rate and margin notified to you or set out in Schedule A.

8. Fees, charges and taxes

8.1 Fees

You will pay the Fees set out in Schedule A. Unless stated otherwise, Fees are charged on an Interchange++ basis (Interchange + Scheme fees + Acquirer Margin). Interchange and Scheme fees are pass-through costs and may change without notice in line with the Card Schemes’ published rates.

8.2 Changes to Fees

We may revise the Acquirer Margin and other Centranx fees, and the Rolling Reserve, on at least sixty (60) days’ prior written notice under clause 16. Changes to pass-through Interchange and Scheme fees take effect when the Card Schemes apply them.

8.3 Taxes

All Fees are exclusive of VAT and other applicable taxes. You are solely responsible for determining, collecting, reporting and remitting all taxes applicable to your sales.

9. Chargebacks and excessive-activity programmes

9.1 Merchant liability

You are fully and unconditionally liable for all Chargebacks, plus associated fees, fines, Assessments and penalties. A Chargeback does not relieve you of any obligation to the End-Customer.

9.2 Process

We will notify you of Chargebacks. You must cooperate and provide a complete response within the timeframes set by the Scheme Rules. Failure to respond adequately or in time may result in the Chargeback being finalised against you, for which you remain liable.

9.3 Excessive-activity programmes

You must keep your Chargeback and fraud ratios below the thresholds set by the Card Schemes (including the Visa Dispute Monitoring and Fraud Monitoring Programmes and the Mastercard Excessive Chargeback and fraud programmes). Exceeding any such threshold, or a fraud-to-sales ratio above 0.9% (or such other threshold the Schemes set), is a ground for an increased Reserve, suspension or termination, and you are liable for all related Assessments and remediation fees.

10. Reserves

10.1 Rolling Reserve

We will hold a Rolling Reserve at the percentage and for the period set out in Schedule A (for example, 10% of daily gross sales held for 180 days from the Transaction date), to secure your obligations and our contingent exposure.

10.2 Risk triggers

We may, immediately and without prior notice, establish a Reserve, increase the Rolling Reserve, or suspend or withhold settlement, where we reasonably believe that: you are or may become insolvent; you have breached the Agreement or the Scheme Rules; your Chargeback or fraud ratios are excessive; there has been a material adverse change in your business or financial condition; or a regulatory or Scheme investigation has been initiated. A change to the standard Rolling Reserve that is not made under a risk trigger will be notified under clause 16.

10.3 Post-termination

We may retain the Reserve after termination for so long as is reasonably necessary to cover Chargebacks, Refunds, Assessments and other contingent liabilities (typically up to 180 days after the last Transaction, or longer where Scheme exposure requires), after which any balance is released to you.

11. Third-Party Technology

11.1 The Acquiring Services rely on the Technology Providers (currently a payment gateway, Coriunder, and a payment processor, Silverflow) and on telecommunications, internet and other third-party services. Centranx does not develop or control this technology and may change its Technology Providers at any time.

11.2 No SLA

Centranx does not provide, and the Merchant is not entitled to, any service-level agreement, uptime guarantee or availability commitment in respect of the Technology Providers or the Acquiring Services. Centranx will use reasonable efforts to procure its Technology Providers’ services and, where Centranx receives a service credit or similar compensation from a Technology Provider that is attributable to the Merchant, it will pass through to the Merchant the net amount recovered.

11.3 Exclusion

To the maximum extent permitted by law, Centranx is not liable for any loss, damage, delay, downtime, data loss or failure to process Transactions arising from or in connection with the acts, omissions, outage or default of any Technology Provider or any telecommunications, internet or other third-party service. The Merchant’s sole remedy for any such failure is limited to the amount (if any) recovered by Centranx from the relevant Technology Provider under clause 11.2.

12. Confidentiality and intellectual property

12.1 Confidentiality

Each party will keep the other’s Confidential Information confidential and use it only to perform the Agreement, except where disclosure is required by law, a regulator or the Card Schemes.

12.2 Intellectual property

We grant you a limited, non-exclusive, non-transferable, revocable licence to use our and the Technology Providers’ APIs and materials solely to receive the Services. All intellectual property rights remain with their owners. You must not misuse the Card Scheme marks.

13. Data protection

13.1 Roles

For the purposes of the GDPR and the Data Protection Act (Cap. 586): (a) you are the Controller of your End-Customers’ personal data; (b) Centranx acts as a Processor when transmitting Transaction data to the Card Schemes on your instructions; and (c) Centranx acts as an independent Controller for fraud-prevention, AML/CFT, regulatory and Scheme-compliance purposes.

13.2 Compliance

Each party will comply with Applicable Law on data protection and maintain appropriate technical and organisational security measures. You warrant that you have a lawful basis to share personal data with us and that you have given all required notices to End-Customers.

13.3 Processing terms and transfers

Where Centranx processes personal data on your behalf, it will do so on documented instructions, apply confidentiality and security obligations, assist with data-subject requests and breach notifications so far as relevant, and use approved safeguards for any international transfer. Each party will notify the other without undue delay of any personal-data breach affecting the Services.

14. Liability and indemnity

14.1 Cap. Subject to clauses 14.3 and 11.3, Centranx’s total aggregate liability under or in connection with the Agreement in any twelve (12) month period is limited to the total Acquirer Margin fees (excluding Interchange, Scheme fees and other pass-through amounts) paid by the Merchant to Centranx in that period.

14.2 Exclusions

Centranx is not liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect, special, punitive or consequential loss, however arising.

14.3 Carve-outs

Nothing in the Agreement limits or excludes either party’s liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot be limited or excluded under Applicable Law.

14.4 Indemnity

You will indemnify and hold harmless Pontarius Limited, its affiliates and their officers, directors and employees from and against all claims, losses, liabilities, Assessments, fines and reasonable costs (including legal fees) arising from:

  (a) your breach of the Agreement, the Scheme Rules or Applicable Law;

  (b) any Chargebacks, Refunds or fraud;

  (c) any data compromise on your systems; or

  (d) your supply of goods or services to End-Customers. You authorise us to debit your Merchant Account, settlement or Reserve for any such amount, including immediately on receipt of a fine or penalty notice from a Card Scheme.

15. Suspension, term and termination

15.1 Term

The Agreement begins on the Effective Date and continues for an initial term of one (1) year, renewing automatically for successive one (1) year periods unless terminated.

15.2 Termination for convenience

After the initial term, either party may terminate on not less than thirty (30) days’ prior written notice.

15.3 Suspension / termination for cause

We may suspend the Services and/or terminate immediately, without prior notice, if: you breach the Agreement; we determine you pose an unacceptable risk; you suffer an insolvency event; you engage in fraudulent or illegal activity; you exceed Scheme Chargeback/fraud thresholds; you are listed on MATCH or VMSS; you make an unconsented material change of business; or a Card Scheme or regulator requires it.

15.4 Effect

On termination you remain liable for all obligations incurred up to termination, including Fees, Chargebacks, Refunds and Assessments. We may retain the Reserve under clause 10.3. Clauses relating to liability, indemnity, set-off, confidentiality, data protection and governing law survive termination.

16. Variation of these Online Terms and the corporate opt-out

16.1 Right to vary

We may amend these Online Terms, our policies, and the Fees and Rolling Reserve in Schedule A from time to time.

16.2 Notice

Except where a change is required by Applicable Law or the Scheme Rules (which may take effect on shorter or immediate notice), we will give you not less than sixty (60) days’ prior written notice of any change, consistent with the framework-contract requirements of the Central Bank of Malta Directive No. 1. You are deemed to have accepted the change unless you notify us of your objection before it takes effect, in which case you may terminate the Agreement free of charge before that date.

16.3 Corporate opt-out

You confirm that you are not a consumer or a micro-enterprise. To the fullest extent permitted under the Central Bank of Malta Directive No. 1 and PSD2, the parties agree that the following provisions of that Directive do not apply to the Agreement: the information requirements that would otherwise apply under Title III; and Articles 64(3), 68, 70, 71, 72, 73, 74, 76, 77, 80 and 89 (and their equivalents in the Directive) concerning charges, evidence on authentication, the payer’s liability for unauthorised Transactions, refunds, execution times and PSP liability for non-execution. The two-month notice period for changes is retained at sixty (60) days as set out in clause 16.2.

17. Complaints and dispute resolution

17.1 Complaints

If you have a complaint, contact us using the details on our website. We operate a complaints-handling procedure consistent with our regulatory obligations and will acknowledge and respond within the applicable regulatory timeframes.

17.2 Office of the Arbiter

If your complaint is not resolved to your satisfaction and you are an eligible customer, you may be entitled to refer it to the Office of the Arbiter for Financial Services in Malta. This does not affect your right to bring proceedings before the courts of Malta.

18. General

18.1 Notices

Notices must be given in writing (including by email to the addresses notified by the parties) and are deemed received on delivery or, for email, when sent absent a delivery failure.

18.2 Force majeure

Neither party is liable for any failure or delay caused by events beyond its reasonable control; this is without prejudice to the Technology-Provider exclusion in clause 11.

18.3 Assignment and subcontracting

You may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement and may use subcontractors (including the Technology Providers) to perform the Services.

18.4 Third parties, waiver, severability, entire agreement

A person who is not a party has no rights to enforce the Agreement. No failure to enforce is a waiver. If any provision is invalid, the remainder continues in force. The Agreement (the signed Merchant Agreement, Schedule A and these Online Terms) is the entire agreement between the parties and supersedes all prior arrangements.

18.5 Governing law and jurisdiction

The Agreement and any dispute arising out of or in connection with it are governed by the laws of Malta, and the parties submit to the exclusive jurisdiction of the courts of Malta.

Regulatory status

Pontarius Ltd (C 83687) is authorised and regulated by the Malta Financial Services Authority under the Financial Institutions Act for the provision of financial services (Authorisation ID: PONT-24138) and trades under the name Centranx. Registered office: 170, Pater House, 1st Floor, Suite A221, Psaila Street, Birkirkara BKR 9077, Malta.