These Marketplace Terms apply to any Customer who holds the Marketplace role. They supplement the General Terms. Capitalised terms not defined here have the meanings given in the General Terms.
Where a Customer holds more than one role, these Marketplace Terms apply only to the rights and obligations arising from the Marketplace role. The terms governing any other role held by the same Customer apply independently and remain unaffected by these Marketplace Terms unless expressly stated.
General Terms applicability: All sections of the General Terms apply in full to the Marketplace role. See the applicability matrix for a cross-role overview.
1.1 Definition. A Marketplace is a Customer that operates a platform through which Sellers offer goods or services to End Buyers, and that uses Dintero’s payment services — including Split Payout — to collect payments from End Buyers and distribute the applicable portions to Sellers.
1.2 Dual function. The Marketplace both accepts payments from End Buyers and instructs Dintero to distribute those payments to Sellers. Both functions are governed by these Marketplace Terms.
1.3 Economic and accounting model. The Marketplace profits from the provision of platform services to Sellers and from commission or fees earned on Sellers’ sales, rather than from the direct sale of goods or services itself. For accounting and tax reporting purposes, the Marketplace records its own platform revenue — such as commission, listing fees, and service charges — and not the full value of each underlying Seller transaction. The Marketplace is solely responsible for ensuring that its revenues are correctly accounted for and reported in accordance with applicable tax laws and accounting standards in each jurisdiction in which it operates, including obligations relating to VAT, income tax, and any other applicable levies. The Marketplace must be registered for VAT, or the equivalent consumption or sales tax, in each jurisdiction in which such registration is required by applicable law, and must maintain that registration for the duration of the Agreement.
1.4 Merchant of Record and liability toward End Buyers. The Marketplace is the entity that accepts payments from End Buyers. As the payment-accepting party, the Marketplace is considered the Merchant of Record in respect of all transactions processed through its platform, regardless of which Seller supplied the underlying goods or services. As Merchant of Record, the Marketplace is the selling party toward End Buyers under applicable consumer protection law, distance selling regulations, and payment scheme rules. The Marketplace therefore absorbs full liability toward End Buyers in respect of all transactions processed through its platform, including liability for:
(a) the End Buyer’s right of withdrawal, return, refund, and complaint;
(b) non-delivery, incorrect delivery, or defective goods or services supplied by a Seller;
(c) disputes, chargebacks, and reversals initiated by End Buyers; and
(d) any other claims End Buyers may have in connection with a transaction, whether arising under contract, consumer protection law, or applicable scheme rules.
The Marketplace may seek recourse against the relevant Seller for losses arising from (a) to (d) above, but may not use a Seller’s liability, absence, or insolvency as a defence against an End Buyer’s claim or against Dintero’s exercise of its rights under the Agreement.
1.5 Liability for the End Buyer customer journey. As Merchant of Record, the Marketplace is solely and fully responsible for the entire experience of End Buyers across its platform from first contact through to post-purchase resolution. This responsibility covers the complete customer journey, including:
(a) marketing and advertising — the accuracy, legality, and fairness of all marketing materials, promotions, and commercial communications directed at End Buyers, whether produced by the Marketplace or by Sellers;
(b) product presentation — the accuracy and completeness of product and service descriptions, images, specifications, and any other information presented to End Buyers before purchase, whether submitted by the Marketplace or by individual Sellers;
(c) pricing — the correct display of prices, taxes, fees, and any additional costs, and the accuracy of the total amount charged to the End Buyer;
(d) checkout — the lawfulness and integrity of the checkout process, including consent mechanisms, payment button labelling, and pre-contractual information;
(e) fulfilment — the timely and correct delivery of goods or provision of services by Sellers in accordance with what was presented to the End Buyer at the time of purchase;
(f) refunds — the processing of refunds in accordance with applicable law, the published refund policy, and the Agreement;
(g) disputes — the resolution of End Buyer disputes, including responding to inquiries, processing claims, and cooperating with any chargeback or regulatory process;
(h) chargeback costs — all costs, fees, and fines arising from chargebacks on transactions processed through the Marketplace’s platform, regardless of which Seller’s goods or services were involved; and
(i) support and complaints — the provision of adequate customer support and the handling of End Buyer complaints in a timely and lawful manner, without referring End Buyers to individual Sellers; and
(j) terms and conditions — the content, accuracy, and legal compliance of all contractual terms presented to End Buyers, including terms of sale, cancellation rights, and any other pre-contractual or contractual information required by applicable law, ensuring that those terms correctly reflect the Marketplace as the contracting party toward End Buyers. Individual Sellers may publish supplementary terms covering delivery, estimated delivery times, and logistics, provided those terms are consistent with the Marketplace’s main terms of sale, comply with applicable law, and do not purport to displace or qualify the Marketplace’s role or liability toward End Buyers.
Dintero bears no liability toward End Buyers in respect of any of the above. The Marketplace may not seek contribution or indemnity from Dintero in respect of claims by End Buyers that arise from the Marketplace’s or any Seller’s acts, omissions, or failures in the customer journey.
1.6 Appointment as responsible party for Sellers. By entering into these Marketplace Terms, Dintero appoints the Marketplace as the party exclusively responsible to Dintero for the conduct, compliance, and omissions of all Sellers operating through its platform. The Marketplace is the sole contracting party with Dintero in respect of all transactions processed through its platform, and Dintero will look solely to the Marketplace — not to individual Sellers — in respect of any obligation, liability, or breach arising from Seller activity. The Marketplace is fully liable to Dintero for all acts and omissions of its Sellers, including chargebacks, refunds, prohibited activities, and scope breaches, to the same extent as if the Marketplace had committed those acts or omissions itself. The Marketplace’s liability to Dintero is not reduced or deferred by reason of a Seller’s absence, insolvency, or failure to reimburse the Marketplace.
1.7 Role isolation. Where the Marketplace is simultaneously a Merchant, Partner, or Seller, the rights and obligations under these Marketplace Terms are entirely separate from those arising under any other role.
2.1 Activation. Dintero activates payment methods for the Marketplace based on the Marketplace’s application, the nature of its platform, and the requirements of the relevant Acquirers and Scheme Owners. Dintero may at any time add, modify, or withdraw available payment methods by giving the Marketplace thirty (30) days’ notice, or with immediate effect where required by an Acquirer or Scheme Owner.
2.2 Channel Schedules. The payment environments available to the Marketplace (online, in-store, payment links) are governed by the applicable Channel Schedules. Each Channel Schedule sets out the requirements specific to that environment and forms part of these Marketplace Terms upon activation.
2.3 Presentation of payment methods. The Marketplace shall present all active payment methods to End Buyers in accordance with Dintero’s integration documentation and the applicable Scheme Rules. The Marketplace shall not surcharge, discourage, or otherwise disadvantage any particular payment method unless expressly permitted by applicable law and Scheme Rules.
2.4 Currency. Unless otherwise agreed, settlement is in the currency of the Marketplace’s registered country of operation. The Marketplace is responsible for any currency conversion costs arising from cross-border transactions.
2.5 Pass-through acquirer terms. Certain payment methods are provided through Acquirers whose terms flow through to the Marketplace. A current list of applicable pass-through terms is published in Dintero’s documentation and updated from time to time. By activating a payment method, the Marketplace agrees to the applicable pass-through terms for that method.
As set out in the General Terms, Dintero acts as an intermediary between the Marketplace and the card schemes, Acquirers, and payment partners whose Payment Methods Dintero makes available. Dintero is itself bound by obligations imposed by those third parties to ensure that marketplaces and their Sellers comply with applicable payment rules and scheme requirements. The obligations in this section reflect, in part, those pass-through responsibilities, and the Marketplace acknowledges that Dintero’s right to impose and enforce these standards — including in relation to Sellers operating through the Marketplace’s platform — arises from Dintero’s own compliance obligations as an intermediary in the payment chain.
3.1 Information requirements and consumer consent.
The obligations in this section are designed to ensure that the Marketplace’s relationship with End Buyers — and the Sellers’ relationship with End Buyers through the Marketplace’s platform — fulfils applicable regulatory requirements and respects End Buyer rights. The Marketplace’s terms of sale, checkout processes, pricing presentation, consent mechanisms, and all other communications with End Buyers must comply with applicable consumer protection law and distance selling regulations, and must not conflict with any rights End Buyers hold under applicable law or under the rules of the relevant card schemes or payment networks. Where applicable law or scheme rules grant End Buyers more extensive rights than those set out in this section, those rights take precedence. The Marketplace shall give effect to them and shall ensure, through its agreements with Sellers, that Sellers do the same.
(a) General availability. The Marketplace shall ensure that End Buyers have access to the following information at all times:
(i) a clear description of the goods or services being purchased, including the identity of the Seller;
(ii) the total price including all taxes, fees, and delivery costs;
(iii) the terms of sale, cancellation rights, and complaints procedure; and
(iv) confirmation that payment is processed by Dintero on behalf of the Marketplace.
The information shall be provided in a clear and orderly manner.
For the purposes of (i), the Seller’s identity shall include the Seller’s registered business name and a clear indication of whether the Seller is a business or a private individual. This information shall be displayed on the product or listing page, visible to the End Buyer before the End Buyer is able to add the goods or services to a cart or otherwise initiate a purchase.
(b) Checkout page. The Marketplace shall ensure that, immediately before an End Buyer completes a transaction on its platform:
(i) a direct, clearly visible link to the applicable terms of sale is displayed on the checkout page;
(ii) the total price is presented in an itemised format showing VAT, delivery costs, and any other charges separately;
(iii) a clear statement of the End Buyer’s right of withdrawal under applicable consumer protection law is displayed, including a direct link to the standard withdrawal form (angrerettskjema) where required by law;
(iv) any material restrictions or conditions — including no-refund policies, restocking fees, “final sale” designations, or notices that digital content delivery commences immediately and the right of withdrawal is thereby waived — are displayed prominently on the checkout page and not solely within the terms of sale; and
(v) for subscription or recurring payment arrangements: a clear, unambiguous statement immediately adjacent to the payment confirmation button showing the charge amount, billing frequency, and cancellation procedure.
(c) Consent at the point of purchase. Where the Marketplace uses Dintero’s Hosted Solution, Dintero’s standard checkout flow is designed to satisfy the consent requirements of this clause. The following requirements apply where the Marketplace controls the checkout experience:
(i) the End Buyer takes a separate, affirmative action — such as ticking an unchecked checkbox — to confirm acceptance of the terms of sale before the transaction is authorised. The payment confirmation button shall be labelled in a manner that makes unambiguously clear to the End Buyer that activating it constitutes a binding payment obligation. A button labelled only “Continue”, “Next”, “Confirm”, or similar does not satisfy this requirement; and
(ii) for subscription or recurring payment arrangements: the End Buyer gives a separate, explicit consent to the recurring charge, distinct from and in addition to the general terms acceptance under (i).
(d) Post-purchase confirmation. The Marketplace shall ensure that, without undue delay following a completed transaction:
(i) the End Buyer receives a durable confirmation — by email or equivalent persistent means — containing the order details, the identity of the Seller, a copy of or a stable link to the version of the terms of sale that applied at the time of the transaction, and where applicable the standard withdrawal form or a direct link to it; and
(ii) a record of the version of the terms and the consent presented to the End Buyer at the time of each transaction is retained for a minimum of five (5) years or such longer period as required by applicable law.
(e) Pass-through obligations to Sellers. The Marketplace shall, through its agreements with Sellers, impose equivalent information, consent, and confirmation obligations on each Seller operating through its platform, and shall monitor and enforce Seller compliance with those obligations. The Marketplace remains liable to Dintero for any failure by a Seller to comply with this section.
(f) Terms of sale content and compliance. The terms of sale made available to End Buyers — whether set by the Marketplace or by individual Sellers — shall not conflict with applicable consumer protection law, applicable payment scheme rules, or the requirements of these Marketplace Terms or the General Terms. The Marketplace is solely responsible for ensuring that the terms of sale applicable to transactions on its platform remain compliant with applicable law and payment rules on an ongoing basis. Before publishing any amendment to its terms of sale, or permitting a Seller to publish any amendment to a Seller’s terms of sale, that reduces End Buyer rights, imposes new obligations on End Buyers, or otherwise has a material adverse consequence for End Buyers, the Marketplace shall obtain Dintero’s prior written approval.
(g) No peer-to-peer framing. Where the Marketplace accepts card payments, the applicable scheme rules require that the contractual relationship governing the transaction exists between the Marketplace and the End Buyer. The Marketplace shall not present, frame, or structure its terms of sale or checkout process in a manner that characterises card payment transactions as occurring directly between the End Buyer and an individual Seller (peer-to-peer). The terms of sale accepted by the End Buyer at the point of purchase must reflect the Marketplace as the contracting party. The Marketplace may disclose the identity of the Seller and the internal commercial arrangements of its platform, but may not do so in a way that displaces or obscures the Marketplace’s role as the End Buyer’s contractual counterparty for payment purposes.
(h) Seller status disclosure. Where the Marketplace permits private individuals to sell through its platform, the Marketplace must clearly inform End Buyers at the point of purchase whether they are buying from a business or a private individual. This disclosure must be visible before the End Buyer initiates a purchase. The disclosure does not affect the Marketplace’s own obligations toward End Buyers — those remain unchanged regardless of the Seller’s status — but ensures the End Buyer understands what direct rights, if any, they hold against the Seller in addition to their rights against the Marketplace.
(i) Payment instrument rights. The Marketplace’s terms of sale and refund policies must not limit, restrict, or purport to override any rights an End Buyer holds in connection with their chosen payment instrument, including the right to dispute a transaction or request a chargeback through their card issuer or payment provider. These rights exist independently of the Marketplace’s terms and cannot be contracted away. Any dispute resolution process, refund policy, or other term that has the effect of preventing or discouraging an End Buyer from exercising their payment instrument rights is not permitted.
3.2 Transaction control. The Marketplace shall:
(a) only submit transactions for goods or services that have been or will be delivered in the ordinary course of the Marketplace’s operations;
(b) not split a single transaction into multiple smaller transactions to avoid thresholds or limits;
(c) not submit transactions for prohibited activities as listed in Section 6 of the General Terms;
(d) promptly investigate any transaction flagged by Dintero as suspicious or potentially fraudulent.
3.3 Seller scope control. The Marketplace shall ensure that Sellers only offer goods and services that fall within the product and service categories agreed between the Marketplace and Dintero. The Marketplace shall not permit Sellers to expand into categories outside the agreed scope without Dintero’s prior written approval. The Marketplace is liable for all consequences — including fines, chargebacks, and Acquirer sanctions — arising from a Seller operating outside the agreed categories.
3.4 Seller support. The Marketplace is responsible for providing all support and assistance to Sellers, including in relation to fees, chargebacks, refunds, and technical matters. The Marketplace shall not refer Sellers to Dintero for support other than in relation to settlement and payout from Dintero to the Seller, or as otherwise accepted by Dintero in writing.
3.5 Content responsibility and removal.
(a) Platform content responsibility. The Marketplace is fully responsible for all content published on or made available through its website or application, including content published by Sellers. The Marketplace shall implement and maintain controls sufficient to ensure that content available to End Buyers — including product listings, descriptions, images, prices, and terms — remains within the scope approved by Dintero and complies with applicable law, these Marketplace Terms, and the General Terms. The Marketplace shall monitor content on an ongoing basis and proactively remove or restrict any content that falls outside the approved scope or that otherwise violates the Agreement.
(b) Dintero-instructed removal. Upon instruction from Dintero, the Marketplace shall immediately remove any content, product listing, or other material identified by Dintero, and shall immediately terminate a Seller’s access to the platform where instructed to do so. Dintero is not required to provide reasons for such an instruction. The Marketplace shall confirm completion to Dintero without delay. Failure to act immediately on a Dintero removal instruction constitutes a material breach of the Agreement.
(c) Marketplace liability for content. The Marketplace’s liability to Dintero in respect of content published on its platform is not reduced by reason of that content having been submitted or published by a Seller. The Marketplace is liable to Dintero for all consequences — including fines, chargebacks, scheme sanctions, and reputational harm — arising from content that violates the Agreement, whether or not the Marketplace was aware of the violation at the time the content was published.
3.6 Complaints and End Buyer disputes. The Marketplace shall maintain a defined complaints and dispute resolution process and make it available to End Buyers before the point of purchase. The process must set out the steps an End Buyer should follow to raise a complaint, the expected timelines, the documentation required, and the possible outcomes. The Marketplace shall resolve all End Buyer complaints and disputes without delay. The Marketplace shall cooperate with Dintero in any dispute, chargeback, or regulatory inquiry involving an End Buyer transaction.
As the Merchant of Record, the Marketplace is the End Buyer’s counterparty in all transactions processed through its platform. The Marketplace shall not refer, redirect, or otherwise pass End Buyer complaints or disputes to individual Sellers. End Buyers shall always be able to direct complaints, disputes, and refund requests to the Marketplace and shall not be directed to contact a Seller instead. All End Buyer-facing dispute resolution is the Marketplace’s sole responsibility, regardless of which Seller supplied the underlying goods or services.
End Buyers must have access to the Marketplace’s dispute resolution process before seeking resolution through their card issuer or payment provider. The Marketplace’s terms must make this sequencing clear to End Buyers. For B2C transactions, the Marketplace’s terms must also reference relevant consumer dispute bodies available in the jurisdictions in which it operates.
The Marketplace may enter into internal arrangements with Sellers governing how responsibility and costs are allocated between them — including requiring Sellers to reimburse the Marketplace for chargebacks, refunds, or complaints arising from the Seller’s goods or services. Such arrangements are permitted and are a matter between the Marketplace and its Sellers. They have no effect on the End Buyer’s right to seek resolution from the Marketplace, and the Marketplace’s obligation to resolve an End Buyer dispute is never conditional on the outcome of any internal process with a Seller.
3.7 Security. The Marketplace shall implement and maintain appropriate technical and organisational measures to protect transaction data and End Buyer payment information. The Marketplace shall notify Dintero within forty-eight (48) hours of becoming aware of any actual or suspected security incident affecting payment data.
3.8 Card data security and PCI-DSS compliance. The common PCI-DSS obligations — including Dintero’s Attestation of Compliance, independent responsibility, no card data on Marketplace systems, and reporting obligations — are governed by clause 11.5 of the General Terms, which applies in full to the Marketplace role. The applicable SAQ type for the Marketplace’s integration is specified in the relevant Channel Schedule.
3.9 SCA. Where Strong Customer Authentication is required under PSD2 or applicable national law, the Marketplace shall ensure its integration supports SCA and shall not attempt to bypass SCA requirements.
3.10 Inspections. Dintero will only exercise its right to inspect the Marketplace’s compliance with these Marketplace Terms where a Scheme Owner (including Visa or Mastercard) requires Dintero to do so. Inspections shall be limited in scope to the Marketplace’s compliance with this Agreement and the applicable Scheme Rules. Dintero shall give the Marketplace reasonable advance notice and shall use reasonable efforts to limit the impact on the Marketplace’s business operations.
Where a Scheme Owner requires that the inspection be carried out by an external party, the costs of that inspection shall be shared equally between Dintero and the Marketplace. Where no external party is required, the costs of the inspection shall be borne by Dintero. This cost allocation does not apply to PFI investigations following an Account Data Compromise, which are governed by clause 3.8.
3.11 Approved scope. The Marketplace shall only operate within the business model and product and service categories approved by Dintero at registration or subsequently approved by Dintero in writing. The Marketplace shall not, and shall ensure that Sellers do not, offer goods or services outside those approved categories. Notification of material changes is governed by clause 4.8 of the General Terms.
3.12 Consumer law compliance. The Marketplace’s consumer law obligations are governed by Clause 6.2 of the General Terms (Legal compliance and authorisations). As Merchant of Record, the Marketplace is the contracting party toward End Buyers in all transactions processed through its platform and bears full consumer law responsibility in each jurisdiction in which it operates. The Marketplace shall ensure that its terms of sale, checkout processes, withdrawal rights, refund policies, and pre-contractual information meet the mandatory minimum standards applicable in each such jurisdiction. The Marketplace shall also ensure, through its contracts with Sellers, that Sellers are made aware of and comply with the consumer law requirements applicable in the jurisdictions in which they sell. Dintero’s approval of the Marketplace’s terms of sale does not constitute legal advice or confirmation that those terms comply with the laws of any particular jurisdiction.
3.13 Digital Services Act.
To the extent the Marketplace constitutes an online intermediation service or online platform within the scope of EU Regulation 2022/2065 (the Digital Services Act, “DSA”), the Marketplace is solely responsible for ensuring its own compliance with the DSA and any national implementing measures. This includes, without limitation:
(a) implementing a notice-and-action mechanism for illegal content in accordance with Article 16 of the DSA;
(b) providing transparency to End Buyers regarding recommender systems and advertising, where applicable;
(c) ensuring that Sellers who are traders have been verified in accordance with Article 30 of the DSA before being permitted to sell through the platform;
(d) not using dark patterns or deceptive interface design that misleads End Buyers; and
(e) publishing transparency reports where required by the DSA based on the Marketplace’s size and classification.
The DSA applies directly in EU member states. The Marketplace shall monitor the incorporation of the DSA into EEA law and ensure timely compliance in Norway and other EEA jurisdictions as the DSA takes effect in those jurisdictions. The Marketplace shall notify Dintero without delay if it becomes subject to any DSA enforcement action, investigation, or mandatory measure that may affect the transactions or services processed through Dintero.
3.14 Payment flow transparency. The Marketplace’s terms toward End Buyers must describe how payments are handled, including who holds funds after payment by the End Buyer, when and under what conditions funds are released to the Seller, and that Dintero processes payments as the Marketplace’s payment service provider. Any holding or escrow arrangement must be disclosed to End Buyers before purchase.
3.15 Refund handling. The Marketplace’s terms must specify the conditions under which refunds are issued, the applicable timeline, and that refunds are returned to the End Buyer’s original payment method. The Marketplace may not limit refunds to platform credit where a card or other electronic payment method was used. This obligation applies regardless of whether the underlying goods or services were supplied by a Seller. The Marketplace may not make the processing of a refund conditional on the outcome of an internal process with a Seller.
3.16 Buyer protection programmes. If the Marketplace offers a buyer protection programme or guarantee — particularly relevant where private individuals sell through the platform and statutory consumer protections are limited — that programme must be clearly described as supplementary to, and not a replacement for, the End Buyer’s statutory rights or the rights associated with the End Buyer’s chosen payment instrument. The Marketplace may not use a buyer protection programme to deny, limit, or purport to override those rights. Any programme, guarantee, or promise made by the Marketplace must be operationally and financially backed. The entity financially responsible for honouring the programme must be identified in the Marketplace’s terms.
3.17 VAT compliance. For B2C transactions, prices presented to End Buyers must be inclusive of VAT. For B2B transactions, the Marketplace’s terms must specify how VAT is handled between the parties. The Marketplace is responsible for ensuring that all transactions facilitated through its platform comply with applicable VAT legislation in each jurisdiction in which it operates, including any obligations the Marketplace holds as a deemed supplier under applicable VAT rules. The Marketplace shall not make representations to End Buyers about the VAT status of transactions that are inaccurate or incomplete.
4.1 Seller verification. Before a Seller may receive Split Payout, Dintero must have sufficient information to verify the Seller’s identity and assess the associated risk in accordance with Dintero’s onboarding procedures and applicable AML legislation. Dintero retains sole and absolute discretion to approve or decline any Seller and is under no obligation to provide reasons for any such decision.
4.1a Marketplace’s pre-onboarding assessment. Before onboarding a Seller, the Marketplace shall satisfy itself that:
(a) the Seller is a genuine business or individual with a credible basis for offering the goods or services in question, and is not operating the account on behalf of an undisclosed third party;
(b) the goods or services the Seller intends to offer are real, deliverable, and fall within the Marketplace’s approved scope; and
(c) the Seller has the practical capacity to fulfil orders within the timeframes and under the conditions that will be presented to End Buyers.
This assessment is a commercial and trust-based obligation. KYC, AML, and sanctions obligations in respect of Sellers are governed separately by Dintero through the Seller Terms and clause 5 of the General Terms. The Marketplace shall not permit a Seller to accept payments or receive Split Payout until Dintero has confirmed approval.
4.1b Seller contract requirement. The Marketplace shall enter into a written contract with each Seller before activating that Seller on the Marketplace. That contract must, as a minimum, set out:
(a) the frequency at which the Seller will receive payouts from the Marketplace;
(b) the commission, fees, or other charges the Marketplace will deduct from the Seller’s proceeds;
(c) the Seller’s obligations toward the Marketplace, including in respect of product and service accuracy, fulfilment, returns, and cooperation in disputes and chargebacks; and
(d) the Seller’s obligations toward End Buyers, including in respect of delivery terms, cancellation rights, complaints handling, and any supplementary terms the Seller publishes.
The Marketplace shall ensure that the Seller contract is consistent with these Marketplace Terms, the General Terms, and applicable law. The Marketplace remains liable to Dintero for all Seller conduct regardless of whether a Seller contract is in place or has been complied with.
4.2 Permitted Sellers. The Marketplace shall only accept as Sellers entities or individuals that sell goods or services that they themselves own, produce, or are otherwise entitled to sell in their own name. The Marketplace shall not accept as a Seller any entity or individual that:
(a) acts as an aggregator, reseller, or intermediary for other businesses or individuals;
(b) sells goods or services on behalf of, or in the name of, another person or entity; or
(c) represents or acts as an agent for undisclosed third parties in connection with the goods or services offered through the Marketplace.
Where the Marketplace discovers, or has reasonable grounds to suspect, that an existing Seller falls within any of the categories in (a)–(c), the Marketplace shall notify Dintero without delay and take immediate steps to remove that Seller from the platform. The Marketplace is liable for all consequences — including chargebacks, fines, and Acquirer sanctions — arising from having accepted or continued to permit such a Seller.
4.3 Dintero’s rights in respect of Sellers. Dintero may at any time and without prior notice to the Marketplace:
(a) decline to approve a new Seller for Split Payout;
(b) terminate Split Payout to an existing Seller;
(c) delay or suspend Split Payout to a Seller where Dintero has reasonable grounds to suspect that the Seller is in breach of its agreement with Dintero or constitutes a credit risk to Dintero.
Dintero is not required to provide reasons for any decision made under this clause.
4.4 Seller information. The Marketplace shall ensure that Seller information registered with Dintero is kept complete, accurate, and up to date at all times. The Marketplace shall notify Dintero without delay of any material change to a Seller’s identity, Payout Destination details, business activities, or ownership.
4.5 Ongoing Seller monitoring. The Marketplace shall monitor its Sellers on an ongoing basis and shall promptly notify Dintero if it becomes aware or has reasonable grounds to suspect that a Seller is selling goods or services outside the agreed categories, has ceased trading, is subject to insolvency proceedings, or is generating an unusual volume of chargebacks or refund requests.
4.6 Credit risk. The Marketplace is responsible for managing its own credit risk exposure to Sellers. The Marketplace shall maintain adequate commercial arrangements with its Sellers to ensure that it can meet its financial obligations to Dintero arising from Seller activity, including obligations that arise after a Seller has left the platform. The Marketplace may not use a Seller’s absence, insolvency, or failure to reimburse the Marketplace as a defence against Dintero’s claims.
4.7 Seller Backoffice access. Sellers do not have access to the Backoffice.
5.1 Applicable Schedule. The Split Payout service is governed by Channel Schedule SP, which applies to the Marketplace upon activation of Split Payout. This section sets out the additional obligations that apply specifically to the Marketplace role.
5.2 Marketplace commission via Split Payout. The Marketplace may charge fees to Sellers by adding itself as a recipient in the Split Payout instruction and distributing the applicable fee amount to itself. The Marketplace is solely responsible for communicating any such fees to Sellers and for obtaining Sellers’ consent prior to deducting them.
5.3 Marketplace’s obligation to pay Sellers. The Marketplace is responsible for ensuring that Sellers receive payouts on the schedule agreed in the Seller contract required under clause 4.1(b) of these Marketplace Terms. The Marketplace shall not withhold Seller funds beyond the agreed payout period except where:
(a) the Marketplace has reasonable grounds to suspect fraud or a compliance breach by the Seller; or
(b) the Marketplace is required to do so by applicable law or by Dintero under clause SP.6 of Channel Schedule SP.
The Marketplace shall ensure that its payout arrangements with Sellers do not result in the Marketplace holding Seller funds in a manner that constitutes the provision of payment services requiring a licence. The Marketplace may not defer its payout obligation to a Seller on the grounds that it has not yet received corresponding funds from Dintero, unless the delay in receipt is directly attributable to the Seller’s own conduct.
6.1 Refunds. The Marketplace shall process a refund to the End Buyer where:
(a) the goods or services were not delivered as described;
(b) the End Buyer exercised a statutory right of withdrawal within the applicable period;
(c) the transaction was processed in error;
(d) a Seller has agreed to a refund and the Marketplace has approved it; or
(e) Dintero or the relevant Acquirer requires a refund in connection with a dispute or compliance obligation.
Where a refund is processed, Dintero will reverse the corresponding Seller payout where technically possible and where funds are still available. Where funds have already been disbursed to the Seller, the Marketplace is responsible for recovering those funds from the Seller and for ensuring Dintero is made whole without delay.
6.2 Chargebacks. The Marketplace bears full liability for chargebacks on all transactions processed through its platform, including transactions where the End Buyer purchased from a Seller. Chargebacks may arise where:
(a) the End Buyer did not authorise the transaction;
(b) the goods or services were not delivered or were materially different from what was described;
(c) the transaction was processed fraudulently;
(d) the Seller ceased trading before fulfilling the order;
(e) the Marketplace failed to comply with Scheme Rules applicable to the transaction; or
(f) a Scheme Owner or Acquirer determines that a chargeback is warranted under its rules.
6.3 Chargeback costs. For each chargeback, Dintero will debit the Marketplace for the full transaction amount plus any chargeback fee charged by the relevant Acquirer or Scheme Owner. These amounts may be deducted from pending settlement funds or from the security held for the Marketplace.
6.4 Chargeback ratio. The Marketplace shall maintain its chargeback ratio within the thresholds set by the relevant Scheme Owners and Acquirers. If the Marketplace’s chargeback ratio exceeds applicable thresholds, Dintero may impose additional security requirements, restrict the Marketplace’s processing volumes, or terminate these Marketplace Terms.
6.5 Dispute documentation. The Marketplace shall retain transaction records, delivery confirmations, and Seller correspondence for a minimum of five (5) years and shall provide this documentation to Dintero promptly upon request in connection with any dispute, chargeback, or regulatory inquiry.
7.1 Dintero will settle net transaction proceeds to the Marketplace after deducting applicable fees, chargebacks, refunds, and any security amounts in accordance with the agreed settlement schedule.
7.2 Dintero will provide the Marketplace with a settlement statement for each settlement period detailing gross transaction volume, deductions, and net payout.
7.3 The Marketplace shall raise any dispute regarding a settlement statement within sixty (60) days of the settlement date. Disputes raised after this period are time-barred.
7.4 Dintero may withhold settlement where the Marketplace’s account is subject to a compliance review, an unusually high volume of chargebacks or disputes, or where Dintero has reasonable grounds to suspect fraud or money laundering.
8.1 Risk assessment. Dintero may conduct a risk assessment of the Marketplace at any time, including at onboarding, at periodic intervals, and following any material change in transaction volumes, business model, chargeback levels, or Seller composition.
8.2 Retained Funds. Dintero may establish or increase a Retained Funds reserve for the Marketplace, or require that the Marketplace, a specific Seller, or both, provide Retained Funds, where:
(a) the Marketplace’s chargeback or refund rate exceeds acceptable thresholds;
(b) Dintero has reasonable grounds to believe the Marketplace may be unable to meet future chargeback, refund, or Seller negative balance obligations;
(c) an Acquirer or Scheme Owner requires a reserve in respect of the Marketplace;
(d) a specific Seller presents an elevated risk of chargebacks, refunds, or other reversals; or
(e) the Marketplace or a Seller is subject to legal, regulatory, or insolvency proceedings.
8.3 Guarantees and collateral. Dintero may require the Marketplace, a Seller, or both, to provide a guarantee or other collateral as security for amounts owed or potentially owed to Dintero, including chargebacks, fees, and fines. The guarantee or collateral shall be sufficient to cover the amounts owed or potentially owed.
8.4 Terms of retention. Retained Funds are held by Dintero and released after the retention period, less any amounts applied against chargebacks, refunds, negative Seller balances, or other liabilities. Dintero will notify the Marketplace of the amount retained, the applicable retention period, and the reason for retention. The duration of any Retained Funds reserve is determined by Dintero’s risk-based assessment of the expected level of chargebacks, refunds, and other outstanding exposure associated with the Marketplace or any Seller. Dintero shall release Retained Funds, in whole or in part, as the corresponding exposure resolves to Dintero’s reasonable satisfaction. In any case, Retained Funds shall not be held for more than one hundred and eighty (180) days from the date on which the relevant transactions were settled, unless a specific chargeback, dispute, or legal or regulatory proceeding is outstanding at the end of that period, in which case the funds may be retained until that matter is resolved.
8.5 No interest. No interest accrues on Retained Funds unless required by applicable law.
9.1 Additional services — including POS Terminals, Payment Links, Gift Cards and Loyalty programmes, and Invoicing and Instalment Services — may be activated for the Marketplace where available. Each optional service is governed by the applicable Channel Schedule or separate terms. The current list of available optional services is published on the Dintero Website.
10.1 All fees applicable to the Marketplace are set out in the Marketplace’s individual pricing schedule, which forms part of these Marketplace Terms. The pricing schedule covers all cost categories applicable to the Marketplace’s configuration, including:
(a) monthly account fee;
(b) payment processing fees (card-present and card-not-present);
(c) payment method fees (card schemes, digital wallets, BNPL, and other enabled payment methods);
(d) In-Person Payment terminal fees — rental/subscription fees, purchase prices, and software licence fees, as further governed by Schedule S;
(e) Split Payout fees — monthly platform fee, per-Seller fee, and variable payout fee, as further governed by Schedule SP;
(f) token service fees (for recurring, MIT, and CIT transactions);
(g) payout and currency fees — exchange fees, domestic and non-domestic transfer fees;
(h) chargeback handling fees; and
(i) any other fees for optional services activated on the Marketplace’s account.
10.2 Fees are deducted from settlement proceeds unless otherwise agreed.
10.3 Fee changes are governed by GT 7. For Dintero-set fee increases, at least three (3) months’ written notice is required. Changes in fees set by Scheme Owners take effect immediately in accordance with GT 7.3.
10.4 Volume-based price levels. Where the pricing schedule sets fees by reference to a volume tier, the applicable tier is determined by the Marketplace’s annual processed volume. If the Marketplace’s actual volume within the first twelve (12) months does not reach the agreed tier, Dintero may adjust the pricing to the tier corresponding to the actual volume. The Marketplace is responsible for notifying Dintero if its volume increases to a higher tier; fees are not reduced automatically.
Term, notice periods, suspension, and general consequences of termination are governed by clause 8 of the General Terms. The following provisions apply additionally to the Marketplace role.
11.1 Additional grounds for immediate termination. In addition to the grounds set out in clause 8.3 of the General Terms, Dintero may terminate these Marketplace Terms with immediate effect if:
(a) the Marketplace’s chargeback ratio persistently exceeds applicable Scheme Owner thresholds despite written warning;
(b) the Marketplace knowingly permits a Seller to operate outside the agreed product and service categories; or
(c) the Marketplace fails to cover a Seller’s negative balance within the required timeframe.
11.2 Effect on Sellers. Upon termination of these Marketplace Terms, Split Payout to all Sellers on the Marketplace platform will cease. The Marketplace is solely responsible for notifying its Sellers and for managing any consequences arising from the cessation of Split Payout. Dintero bears no liability to Sellers arising from the termination of the Marketplace’s agreement.
11.3 Retained Funds post-termination. Retained Funds held at termination will be retained by Dintero for up to twelve (12) months following the last transaction date, or longer if required to cover outstanding chargebacks, disputes, Seller negative balances, or regulatory obligations. Remaining Retained Funds will be released to the Marketplace after that period, less any amounts applied against outstanding liabilities.
