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Merchant Terms
Merchant-specific rules for onboarding, settlement, refunds, reserves, fraud, and compliance.
These Merchant Terms are the merchant-specific contract layer for use of SenteRail as payments and compliance infrastructure. They are intended to protect SenteRail against merchant-side conduct, regulatory leakage, settlement loss, fraud loss, and customer redress exposure.
Read these Merchant Terms together with our Terms of Service, Acceptable Use Policy, and Merchant Data Processing Addendum.
Purpose and contract structure
These Merchant Terms govern the use of SenteRail by merchants, billers, institutions, SACCOs, developers, and partners that use SenteRail to accept, route, reconcile, report on, settle, or support payment transactions for their business operations. These Merchant Terms supplement our general Terms of Service and, if there is a conflict, these Merchant Terms control for merchant-specific issues.
These Merchant Terms apply whether you use hosted checkout, QR, payment links, APIs, plugins, tax/fiscalization tooling, reporting, reconciliation, or related operational services. Product schedules, rate cards, implementation statements of work, enterprise service levels, and partner-specific onboarding conditions may impose additional obligations.
Merchant responsibilities
You are responsible for your business, your customers, your goods and services, your employees, your agents, your subcontractors, your marketing, and your compliance with law. Using SenteRail does not transfer those responsibilities to SenteRail.
- maintain all registrations, licences, approvals, permits, and consents required for your business;
- provide accurate onboarding information and keep it current;
- honor your disclosures, pricing, delivery commitments, refund policies, and complaint channels;
- maintain secure internal processes and credential controls;
- cooperate with KYC, AML, fraud, sanctions, tax, audit, and complaints investigations;
- ensure your agents and staff act consistently with these Merchant Terms.
Merchant onboarding and approval
Merchant activation is conditional upon satisfactory onboarding, operational due diligence, and any required approval process. SenteRail may require business registration documents, tax identifiers, beneficial ownership details, director or signatory information, contact verification, settlement account verification, sample invoices, complaint procedures, website or product information, and other evidence relevant to risk and compliance assessment.
Approval may be granted subject to conditions such as lower limits, reserve funding, pilot-only channel access, product restrictions, delayed settlement, enhanced reporting, or enhanced customer due diligence requirements. Approval for one product or channel does not automatically approve you for all products or channels.
Customer-facing obligations
You must give customers clear and accurate information before they authorize payment. That includes the identity of your business, the nature of what is being purchased, the full amount payable, applicable taxes and fees, expected delivery or fulfillment timing, refund terms, complaint channels, and any recurring or conditional charges.
You must not use SenteRail to create misleading payment requests, disguise the true merchant of record, split or disguise transactions to avoid controls, or initiate customer debits without proper authorization. You must maintain records sufficient to demonstrate customer authorization, fulfillment, delivery, and complaint handling.
Settlement, reserves, and clawbacks
Settlement is subject to provider confirmation, fraud review, reconciliation status, reserve requirements, payout cut-offs, and partner or legal constraints. SenteRail may delay or withhold settlement where risk, complaint, or compliance concerns remain unresolved.
SenteRail may establish reserves, rolling reserves, minimum balances, holdbacks, or net settlement arrangements to protect against refunds, reversals, fraud losses, fines, chargebacks, taxes, partner claims, or other liabilities. You authorize SenteRail to set off and recover those amounts from any funds payable to you.
If a payment, settlement, or transfer is later determined to be affected by fraud, mistake, error, duplication, wrongful credit, unauthorized activity, or other legally recoverable defect, you must return the recoverable amount immediately upon request.
Tax, invoicing, and fiscalization
You remain responsible for determining and meeting your own tax obligations, including VAT, withholding, income tax, excise, levy, customs, and industry-specific obligations, unless SenteRail expressly agrees in writing to provide a defined compliance output for a specific product.
Where SenteRail provides fiscalization, invoice generation, receipt generation, export, or related tax tooling, you remain responsible for the truthfulness and legal sufficiency of the underlying transaction data that you provide. You must review tax outputs and notify SenteRail promptly of any discrepancy, error, or invalid document.
Security and technical implementation
You must integrate with the Services in accordance with SenteRail documentation, security requirements, and change notices. You are responsible for protecting credentials, webhook endpoints, callback authenticity, API request integrity, and any customer or employee devices used in connection with the Services.
SenteRail may require you to rotate keys, use signed webhooks, restrict IPs, implement MFA, patch insecure systems, or complete remediation tasks as a condition of continued use. Failure to meet security requirements may result in suspension, delayed settlement, or termination.
Developer resources, sample code, and implementation risk
SenteRail documentation, SDK guidance, sample payloads, example code, suggested webhook flows, sandbox environments, and implementation notes are provided to support integration and testing. They are not a substitute for your own legal review, tax review, security review, QA process, operational approvals, or production readiness validation.
You are responsible for your own integration code, infrastructure, plugins, redirect URLs, webhook handlers, callback verification, idempotency logic, reconciliation logic, tax mapping, access control, and release management. SenteRail is not liable for losses caused by your implementation bugs, insecure deployment choices, disabled safeguards, stale credentials, misconfigured environments, poor incident response, or reliance on example code without appropriate validation.
If your developers, contractors, agencies, or implementation partners use SenteRail resources on your behalf, you remain fully responsible for their acts and omissions as if they were your own.
Monitoring, audit, and investigation
SenteRail may monitor transaction patterns, refund rates, complaint volumes, login events, integration health, settlement behavior, sanctions and fraud indicators, and other operational signals to protect the platform and meet legal duties.
You must keep sufficient records and provide information on request to support transaction review, dispute handling, audit, tax verification, fraud investigation, AML review, or regulator inquiry. SenteRail may temporarily restrict access or settlement while a material issue is under investigation.
Suspension and termination
SenteRail may suspend or terminate merchant access immediately where required for security, legal, regulatory, fraud, sanctions, credit, reputational, or operational reasons. Suspension may apply to a single user, a single channel, a single settlement destination, or your entire merchant relationship.
Termination does not end obligations that by nature survive termination, including obligations relating to fees, reversals, reserves, confidentiality, data retention, audit cooperation, liability, indemnity, and dispute resolution.
Liability allocation
Merchant-facing liabilities arising from your goods, services, pricing, marketing, consumer disclosures, delivery failures, refund failures, tax treatment, or unlawful business conduct remain your responsibility. SenteRail is not the seller or supplier of your goods or services.
You will indemnify SenteRail against claims, losses, fines, penalties, and expenses arising from your business operations, including customer complaints, refund claims, fraud attributable to your systems or conduct, unlawful marketing, tax discrepancies, and breaches of these Merchant Terms.