FERO Merchant Terms & Conditions

Last Updated: [date of publication]

These Terms & Conditions (“Agreement”) govern the use of the FERO Smart Checkout services provided by FERO B.V., a private limited company registered in the Netherlands with its principal place of business at [FERO's Address] (“FERO,” “we,” “us,” or “our”) by merchants (“Merchant” or “you”).

By installing or using FERO Smart Checkout, you agree to be bound by this Agreement, our General Terms of Service, and all applicable laws and regulations.

Definitions

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.

1. Scope of Service

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.

2. Merchant Responsibilities

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 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.

3. No Handling of Funds

FERO does not receive, hold, or control any transaction funds at any point. Settlement of funds occurs exclusively between you and your designated Payment Processor. You acknowledge that FERO is not responsible for any delays, errors, or failures in settlement or fund disbursement.

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.

4. Conversion Optimisation Disclaimer

FERO provides checkout optimization features, including behavioural targeting, intended to enhance the user experience and potentially improve conversion rates. FERO makes no warranties or guarantees regarding actual conversion improvements, revenue increases, transaction approval rates, or fraud prevention.

5. Service Fees & Billing

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.

6. Brand Usage Rights

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.

7. Intellectual Property

FERO retains all rights, title, and interest in its software, branding, and services. You may not copy, reverse engineer, modify, or redistribute any FERO intellectual property.

8. Data Protection & Privacy

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.

9. Security Requirements

You agree to use reasonable technical and organisational measures to safeguard your systems and data. If you suspect a breach impacting FERO, you must notify us immediately. FERO reserves the right to suspend access to FERO Smart Checkout if security vulnerabilities are detected.

10. Liability Limitations

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.

11. Indemnification

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.

12. Service Availability & Maintenance

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.

13. Term & Termination

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.

14. Governing Law & Jurisdiction

This Agreement is governed by the laws of the Netherlands, with the competent courts of Amsterdam having exclusive jurisdiction over any disputes.

15. Entire Agreement

This Agreement, together with our General Terms of Service, constitutes the entire agreement between you and FERO regarding the services and supersedes all prior agreements, understandings, and communications, whether written or oral.

16. Force Majeure

FERO is not liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control. Such events may include, but are not limited to, natural disasters, acts of government, war, terrorism, labour disputes, pandemics, internet or telecommunication failures, Payment Processor disruptions, or other events of similar nature. FERO will use reasonable efforts to mitigate the impact of such events and resume performance as soon as reasonably possible.

17. Miscellaneous

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.

FERO

[FERO's Address]

www.fero.com

For questions regarding these Terms & Conditions, please contact legal@fero.com.