FERO Merchant Terms & Conditions

FERO Smart Checkout - The hosted checkout solution provided by FERO, as described in Clause 1.

Payment Processor - The third-party payment service provider with whom you have a direct agreement for the processing and settlement of transactions submitted through FERO Smart Checkout.

Merchant - The legal entity or individual agreeing to these Terms and using FERO Smart Checkout.

Payment Service Provider - Any entity facilitating the processing of payments for the Merchant, including but not limited to the Payment Processor.

Agreement - These FERO Merchant Terms & Conditions.

FERO Smart Checkout is a hosted checkout solution designed to transform the shopper experience across supported e-commerce platforms. Powered by advanced intelligence and machine learning models, FERO Smart Checkout dynamically adapts the checkout flow in real time based on behavioural signals, shopper intent, and preferences. This targeting logic personalises the experience for each visitor, aiming to reduce friction, increase conversions, and help merchants unlock greater revenue.

FERO does not itself acquire or settle funds. All payments are processed through your designated Payment Service Provider.

These Terms set out the specific conditions applicable to your use of FERO Smart Checkout.

Although FERO may assist with the onboarding process, you are responsible for onboarding and maintaining an active account at the designated Payment Processor.

You agree to comply with all applicable laws and FERO policies.

You agree to provide accurate, complete information to FERO and keep it up to date.

You represent and warrant that all information provided to FERO is complete, accurate, and not misleading. You agree to promptly notify FERO of any material changes to your business, ownership structure, or the nature of products or services sold.

You are responsible for maintaining your own merchant account with the Payment Processor.

You must ensure your products or services do not violate any applicable laws or Payment Processor policies.

You agree to notify FERO of any suspected unauthorized use of your FERO Smart Checkout account promptly.

You may not use FERO Smart Checkout for transactions or activities that violate Payment Processor or card scheme rules, involve prohibited products or services as defined by the Payment Processor, or that reasonably expose FERO to legal, regulatory, or reputational risk.

You must accept and comply with the terms and conditions required by the designated Payment Processor. You acknowledge that your access to payment services is subject to the Payment Processor’s approval and ongoing compliance with its onboarding, verification, and regulatory requirements.

You acknowledge that FERO serves as your interface for onboarding, configuration, and first-line support related to the use of payment services. However, the Payment Processor retains full discretion to approve, suspend, or terminate access to its services.

FERO does not receive, hold, or control transaction funds at any point. Settlement of funds is executed by the designated Payment Processor, either based on the Payment Processor’s standard settlement schedule or upon instruction from FERO, where applicable. You acknowledge that access to settlement and payout services may be subject to successful completion of onboarding and verification procedures required by the Payment Processor.

FERO is not responsible for delays or disruptions resulting from your failure to meet these requirements.

FERO has no right, title, or interest in any merchant funds processed through the Payment Processor and cannot access or interfere with merchant settlement funds at any point.

FERO charges a service fee equivalent to 0.8% of the incremental uplift in conversion rate as measured through controlled A/B testing or another agreed methodology.

Fees are exclusive of any taxes, which are the merchant’s responsibility.

Payment Service Provider transaction fees are separate and agreed directly between you and the Payment Service Provider.

You authorise FERO to invoice you for the applicable uplift-based service fees, payable under the agreed payment terms.

Failure to pay invoices on time may result in suspension or termination of FERO services.

FERO reserves the right to change its pricing or billing model with 90 days’ prior written notice.

You authorize FERO to instruct the Payment Processor to deduct applicable service fees or other agreed charges directly from amounts settled to you. You also authorize the Payment Processor to rely on instructions from FERO in connection with fee deductions or payout allocations.

Where permitted, you authorize FERO to provide settlement instructions to the Payment Processor, including instructing the timing of payouts and the deduction of applicable service fees or charges.

You grant FERO a non-exclusive, worldwide, royalty-free license to use your name, logo, and trademarks for the purpose of identifying you as a FERO customer in marketing materials, case studies, investor presentations, websites, and press releases. You may revoke this permission by providing FERO with thirty (30) days’ written notice.

FERO agrees to use your trademarks, logos, and brand materials solely in the form provided by you and in accordance with your reasonable brand guidelines.

FERO will process personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). You agree to maintain a privacy policy that accurately describes your use of FERO Smart Checkout and complies with all applicable laws.

FERO may collect and process transaction data, behavioural data, and related metadata to provide, secure, and improve its services, including operating its machine learning models and optimisation features.

You acknowledge that FERO may share merchant data or personal data with Payment Processors, card networks, or regulatory authorities where necessary to comply with applicable laws, card scheme rules, Payment Processor obligations, or regulatory requests.

You consent to the collection, use, and sharing of your information for identity verification, anti-money laundering screening, and compliance with applicable law and payment scheme rules. You agree to provide all required documentation and information promptly upon request and acknowledge that failure to do so may delay or restrict access to payment services.

FERO is not liable for declined transactions, chargebacks, settlement delays, technical failures, or errors by the Payment Processor. FERO is also not liable for any indirect, incidental, consequential, special, or punitive damages.

Except in cases of gross negligence, wilful misconduct, or liability that cannot be excluded by law, FERO’s maximum aggregate liability under this Agreement is limited to the total service fees paid by you to FERO in the twelve (12) months preceding the event giving rise to the claim, or €50,000, whichever is lower.

You agree to indemnify, defend, and hold harmless FERO, its affiliates, officers, employees, and agents against any claims, losses, damages, or expenses (including legal fees) arising from:

• Your breach of this Agreement
• Your violation of laws, regulations, or card scheme rules
• Your use of FERO’s services in a way that infringes third-party rights
• Any claims related to your products, services, or your business practices
• Any failure to comply with Payment Processor obligations
• Your breach of applicable Payment Processor rules, your use of unapproved third-party providers (where applicable), or your provision of inaccurate or misleading information to FERO or the Payment Processor.

You agree to promptly reimburse FERO for any fines, penalties, assessments, fees, or other charges imposed on FERO by Payment Processors, card schemes, regulatory authorities, or other third parties in connection with your transactions or use of FERO Smart Checkout, regardless of fault, to the extent such amounts cannot be collected directly by the relevant third party from you. FERO may invoice you for such amounts or, where permitted, deduct them from any amounts owed to you, including, but not limited to, chargebacks, refunds, penalties, or scheme-related fines resulting from your transactions or conduct. You remain liable for the full amount of such assessments, and FERO may take reasonable action to recover any unrecovered amounts.

FERO strives to provide reliable service but does not guarantee uninterrupted availability. Planned maintenance, technical issues, or factors beyond FERO’s reasonable control may result in temporary disruptions.

FERO may modify or update its services at any time, provided such changes do not materially diminish the core functionality of Fero Smart Checkout.

This Agreement begins when you install or start using FERO Smart Checkout. Either party may terminate this Agreement with thirty (30) days’ written notice. There is no minimum contract term.

FERO may immediately suspend or terminate your access to the services if you violate this Agreement, applicable laws, or Payment Processor terms. FERO may also suspend or terminate your access if instructed to do so by the Payment Processor or if your Payment Processor account is suspended or terminated.

Termination of your agreement with the Payment Processor may affect your ability to use FERO’s services.

Upon termination, you must cease using FERO’s services, and any outstanding fees become immediately due.

The provisions of this Agreement which by their nature are intended to survive termination, including those relating to payment obligations, indemnification, liability limitations, intellectual property, and data protection, shall survive the termination or expiration of this Agreement.

FERO may update these Terms & Conditions by providing at least thirty (30) days’ notice.

You may not assign or transfer this Agreement without FERO’s prior written consent.

FERO may assign this Agreement to an affiliate or in connection with a merger or sale of assets.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

No waiver of any breach or default shall constitute a waiver of any other term or subsequent breach.