Merchant / Vendor Agreement
Effective Date: Oct 29, 2025
Parties and Purpose
This Merchant / Vendor Agreement (the "Agreement") is entered into between Flintn TM, acting as the Merchant of Record (MOR) ("we", "us", or "our"), and the Merchant / Vendor ("you" or "your").The purpose of this Agreement is to establish the terms under which the Merchant uses our platform to sell products or services to end users, with us acting as the Merchant of Record responsible for processing payments, billing, taxes, and compliance.
Appointment of the Merchant of Record
By entering into this Agreement, the Merchant appoints Flintn TM as the Merchant of Record for all transactions processed through our platform. We are responsible for collecting payments from buyers, issuing invoices, handling applicable taxes, and remitting net proceeds to the Merchant as described herein.
The Merchant acknowledges that Flintn TM is the seller of record in relation to end-user transactions for legal, tax, and payment-processing purposes.
Merchant Responsibilities
The Merchant agrees to:
1.
Provide accurate and lawful descriptions of all products or services offered;
2.
Maintain ownership and all intellectual property rights for its products;
3.
Deliver purchased goods or digital services to customers in a timely and functional manner;
4.
Provide customer support related to product functionality, features, or access;
5.
Comply with all applicable laws, regulations, and industry standards in the jurisdictions where it operates;
6.
Cooperate with Flintn TM during due diligence, risk assessment, and ongoing monitoring.
The Merchant is solely responsible for product quality, legality, and compliance with the Acceptable Use Policy.
Flintn TM Responsibilities
As the Merchant of Record, we will:
1.
Process all end-user payments securely and in accordance with PCI DSS 4.0 standards;
2.
Calculate, collect, and remit applicable VAT, GST, or sales tax in accordance with our Tax & VAT Policy;
3.
Manage refunds, chargebacks, and payment disputes as outlined in our Refunds & Chargeback Policy;
4.
Provide support for billing and payment issues (not product-specific inquiries);
5.
Maintain compliance with applicable AML/CFT and sanctions regulations.
Fees and Payouts
Flintn TM will collect payments from end users and remit net proceeds to the Merchant on a [Net 30 / Net 15] basis, after deducting applicable platform fees, taxes, refunds, or chargebacks.
All payouts will be made in EUR or USD to the Merchant’s designated bank or payment account.
Detailed payout schedules, fees, and thresholds are specified in the onboarding materials or in a separate order form between the parties.
Taxes and Reporting
We act as the responsible party for determining, charging, collecting, and remitting all applicable VAT, GST, or sales taxes on transactions processed through the platform.
The Merchant must provide accurate tax registration numbers and cooperate with us to ensure correct tax reporting.
Further details are provided in the Tax & VAT Policy, which forms part of this Agreement by reference.
Refunds and Chargebacks
Refunds, reversals, or chargebacks will be handled in accordance with our Refunds & Chargeback Policy. The Merchant must cooperate in good faith by verifying product delivery and providing relevant records when requested.
If excessive chargebacks or refund ratios are detected, we may withhold or delay payouts until the issue is resolved.
Compliance and AML/KYC
The Merchant agrees to comply with our KYC / Merchant Onboarding Policy, AML & Sanctions Policy, and all applicable anti-money-laundering and sanctions laws.
We reserve the right to request additional documentation, conduct Enhanced Due Diligence (EDD), or suspend the Merchant’s account if compliance concerns arise.
Acceptable Use
The Merchant may not use our platform to sell products or services prohibited under our Acceptable Use Policy, including illegal, deceptive, or high-risk content (such as unlicensed gambling, adult content, counterfeit goods, or sanctioned entities).
Violation of this clause may result in immediate suspension or termination of the account.
Confidentiality
Each party agrees to maintain the confidentiality of all non-public business, financial, or technical information received from the other party and to use it solely for the purposes of performing under this Agreement.
Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, or consequential damages. Our aggregate liability under this Agreement shall not exceed the total fees paid to the Merchant by Flintn TM during the three (3) months preceding the claim.
For clarity, the limitations and exclusions in this Section do not limit the Merchant’s obligations under Section Indemnification.
Indemnification by Merchant
1.
Indemnity
The Merchant shall defend, indemnify, and hold harmless Flintn TM, its Affiliates, and their respective directors, officers, employees, agents, processors, acquiring banks, and service providers (together, the "Indemnified Parties") from and against all losses, damages, liabilities, costs, fines, penalties, interest, and expenses (including reasonable attorneys’ fees and costs) ("Losses") arising out of or relating to:
•
the Merchant’s breach of this Agreement (including any policy incorporated by reference) or of any representation, warranty, or covenant hereunder;
•
the Merchant’s or its personnel’s violation of applicable laws, regulations, or payment-network rules (including AML/CFT and sanctions requirements);
•
the Merchant’s products or services, including without limitation defects, delays, non-conformity, recalls, product liability, misleading or unfair practices, and actual or alleged infringement or misappropriation of any intellectual property, privacy, or publicity rights;
•
the Merchant’s content, descriptions, marketing, or customer communications;
•
fraud, excessive chargebacks, payment reversals, card-network assessments, or regulatory/tax assessments to the extent attributable to the Merchant;
•
any investigation, inquiry, audit, enforcement action, or third-party claim to the extent arising from the matters in (a)–(e).
2.
Defense and Settlement
Upon written notice by an Indemnified Party, the Merchant shall assume the defense of any claim covered by Section 12.1 with counsel reasonably acceptable to us; provided, however, that we may, at our option, (i) participate in the defense at our own expense, or (ii) assume control of the defense (at the Merchant’s expense) where a claim is likely to affect our regulatory, tax, or payments status or seeks non-monetary relief against us. The Merchant shall not settle any claim (A) without a full release of all Indemnified Parties, (B) if it imposes any obligation on an Indemnified Party, or (C) if it includes any admission of liability by an Indemnified Party, in each case without our prior written consent. Failure to give prompt notice will not relieve the Merchant of its obligations except to the extent materially prejudiced.
3.
First-Party Losses
The indemnity in Section 1 covers third-party claims and direct Losses incurred by an Indemnified Party arising from the matters described in Section 1.
4.
Exclusions
The Merchant’s indemnity does not apply to the extent a claim arises from the willful misconduct or fraud of an Indemnified Party.
5.
Survival; Carve-Out
The Merchant’s obligations under Section survive termination. The limitations and exclusions in Section Limitation of Liability do not apply to amounts payable under this Section.
Term and Termination
This Agreement will remain in effect until terminated by either party with 30 days written notice.
We may immediately suspend or terminate the Agreement if the Merchant breaches this Agreement, fails to meet compliance requirements, or engages in prohibited activity.
Upon termination, pending transactions will be settled, and all obligations regarding taxes, refunds, and chargebacks will continue to apply until resolved.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Cyprus.
Any dispute arising from or relating to this Agreement shall be resolved by arbitration or competent courts located in Cyprus, unless otherwise required by law.
Entire Agreement
This Agreement, together with the Terms of Service, Tax & VAT Policy, Refunds & Chargeback Policy, Acceptable Use Policy, and KYC / AML Policies, constitutes the entire understanding between the parties and supersedes all prior agreements or communications relating to the same subject matter.
IN WITNESS WHEREOF, the parties have executed this Merchant / Vendor Agreement as of the Effective Date.
Flintn TM
By: ____________________________________
Title: __________________________________
Date: __________________________________
Merchant / Vendor
By: ____________________________________
Title: __________________________________
Date: __________________________________