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Home Gateway Services Agreement
Legal

Gateway Services Agreement

Caibo Digital OOD Last updated: May 2025 Registered in Bulgaria

This Gateway Services Agreement ("Agreement") is entered into between Caibo Digital OOD ("Caibo", "we", "us") and the Merchant entity that has completed the Caibo onboarding process ("Merchant", "you"). This Agreement governs the provision of Caibo's internet payment gateway services and supersedes any prior agreements relating to the same subject matter.

Contents
  1. Scope of services
  2. Onboarding & KYC/AML
  3. Transaction processing
  4. Settlement & reserve
  5. Fees & invoicing
  6. Chargebacks & disputes
  7. Prohibited activities
  8. Data & security
  9. Representations & warranties
  10. Indemnification
  11. Limitation of liability
  12. Term & termination
  13. Amendments
  14. Governing law & disputes
  15. Contact
01

Scope of services

Subject to the terms of this Agreement, Caibo agrees to provide the Merchant with access to its internet payment gateway platform, including:

  • Payment acceptance across card schemes (Visa, Mastercard, Amex, UnionPay, JCB, Discover, Diners Club) and alternative payment methods.
  • Merchant Identification Number (MID) setup and management.
  • API access, SDKs, and integration documentation.
  • Fraud detection, ML-based retry logic and risk management tools.
  • Real-time transaction reporting and analytics dashboard.
  • Settlement services in agreed currencies.
  • Technical and operational support during agreed hours.

The specific features and limits applicable to the Merchant's account are set out in the Merchant Schedule provided during onboarding.

02

Onboarding & KYC/AML

The Merchant shall provide all documentation and information required by Caibo for KYC (Know Your Customer) and AML (Anti-Money Laundering) verification, including but not limited to: certificate of incorporation, directors' identification, proof of address, bank statements, and a description of business activities.

Caibo reserves the right to request additional documentation at any time and to suspend or terminate the account if the Merchant fails to provide satisfactory documentation within a reasonable timeframe.

The Merchant shall promptly notify Caibo of any material changes to its business structure, ownership, or activities that may affect its risk profile.

03

Transaction processing

Caibo will use commercially reasonable efforts to process transactions submitted by the Merchant. The Merchant acknowledges that:

  • Transaction approval is subject to issuing bank decisions, card scheme rules, and Caibo's fraud prevention systems, which are outside Caibo's direct control.
  • Caibo may decline to process transactions that appear fraudulent, violate card scheme rules, or exceed agreed volume or ticket size limits.
  • The Merchant is responsible for the accuracy and legality of transaction data submitted to Caibo.
  • Caibo may impose transaction velocity limits and risk-based controls to protect the integrity of the payment system.
04

Settlement & reserve

Caibo will settle funds to the Merchant's designated bank account net of applicable fees and reserves, in accordance with the settlement schedule specified in the Merchant Schedule (typically T+2 to T+5 business days).

Caibo reserves the right to establish and maintain a rolling reserve — a percentage of the Merchant's transaction volume held for a defined period — to cover potential chargebacks, refunds, fines, or other liabilities. Reserve requirements will be communicated at onboarding and may be adjusted based on chargeback rates or risk profile changes.

Settlement may be delayed or withheld if: (a) the Merchant's chargeback ratio exceeds acceptable thresholds; (b) Caibo suspects fraudulent activity; (c) there is a regulatory requirement to do so; or (d) the Merchant is in breach of this Agreement.

05

Fees & invoicing

The Merchant agrees to pay fees as specified in the Merchant Schedule, which may include:

  • Transaction fees — a percentage and/or fixed amount per transaction processed.
  • Monthly platform fee — a fixed monthly access fee where applicable.
  • Chargeback fee — a fixed fee per chargeback received.
  • Refund fee — a fixed fee per refund processed.
  • FX conversion fee — applicable where currency conversion is required.
  • Setup fee — a one-time fee for account activation where applicable.

Caibo may amend its fees with 30 calendar days' written notice. Continued use of the Services after the notice period constitutes acceptance of the new fee schedule.

All fees are exclusive of VAT and other applicable taxes, which shall be borne by the Merchant.

06

Chargebacks & disputes

The Merchant is liable for all chargebacks arising from transactions processed through its account. Caibo will notify the Merchant of incoming chargebacks and provide a reasonable timeframe to submit representment evidence.

The Merchant agrees to:

  • Maintain chargeback rates below thresholds set by card schemes (typically 1% for Visa, 1.5% for Mastercard by volume).
  • Respond to chargeback notifications within the timeframe specified by the relevant card scheme.
  • Implement reasonable measures to reduce fraud and chargebacks, including following Caibo's recommendations.

If the Merchant's chargeback ratio exceeds acceptable levels, Caibo may increase reserves, restrict transaction volumes, or terminate the Agreement.

07

Prohibited activities

The Merchant must not use Caibo's Services for any of the following:

  • Illegal goods or services, including unlicensed pharmaceuticals, counterfeit products, or illicit substances.
  • Gambling, online casinos, or betting services (unless specifically approved in writing).
  • Adult content or escort services (unless specifically approved in writing).
  • Ponzi schemes, pyramid schemes, or multi-level marketing of a deceptive nature.
  • Weapons, munitions, or dual-use goods requiring export licences.
  • Money service businesses or cryptocurrency exchanges (unless specifically approved).
  • Any activity that violates card scheme rules, applicable law, or Caibo's Acceptable Use Policy.

Breach of this clause will result in immediate termination of the Agreement without liability to Caibo.

08

Data & security

Both parties shall comply with applicable data protection law, including GDPR. The Merchant shall not store, log, or transmit cardholder data (PANs, CVVs, expiry dates) except as strictly permitted by PCI DSS standards.

The Merchant is responsible for:

  • Securing its API keys and integration credentials.
  • Maintaining PCI DSS compliance appropriate to its integration type (SAQ-A, SAQ-A-EP, etc.).
  • Promptly notifying Caibo of any suspected data breach or compromise of payment credentials.

Please refer to our Privacy Policy and Cookie Policy for details on how we handle personal data.

09

Representations & warranties

The Merchant represents and warrants that:

  • It is duly incorporated and authorised to enter into this Agreement.
  • All information provided to Caibo is accurate, complete, and not misleading.
  • It has obtained all necessary licences, permits, and regulatory approvals to operate its business.
  • Its use of the Services will not violate any applicable law, regulation, or third-party rights.
  • The goods or services it sells are legal in all jurisdictions where it accepts payments.
10

Indemnification

The Merchant agrees to indemnify, defend, and hold harmless Caibo Digital OOD, its officers, directors, employees, and agents from and against any claims, liabilities, damages, fines, penalties, and expenses (including legal fees) arising out of or related to:

  • The Merchant's breach of this Agreement.
  • The Merchant's business operations or the products and services it sells.
  • Any fraud committed by the Merchant or its customers.
  • Chargebacks, refunds, or fines imposed by card schemes as a result of the Merchant's activity.
  • Violation of any applicable law or regulation by the Merchant.
11

Limitation of liability

Caibo's total aggregate liability to the Merchant under or in connection with this Agreement shall not exceed the total fees paid by the Merchant to Caibo in the three-month period immediately preceding the event giving rise to the claim.

Caibo shall not be liable for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of revenue, profit, business opportunity, data, or goodwill.

Caibo is not liable for losses arising from: card scheme rule changes; actions of issuing or acquiring banks; force majeure events; or the Merchant's failure to follow Caibo's integration guidelines.

12

Term & termination

This Agreement commences on the date of the Merchant's account activation and continues until terminated. Either party may terminate with 30 calendar days' written notice.

Caibo may terminate or suspend this Agreement immediately and without notice if:

  • The Merchant commits a material breach that is incapable of remedy, or fails to remedy a remediable breach within 10 business days of notice.
  • The Merchant engages in or is suspected of fraud, money laundering, or other criminal activity.
  • Required by a card scheme, regulatory authority, or court order.
  • The Merchant becomes insolvent, enters administration, or makes an arrangement with creditors.
  • The Merchant's chargeback or fraud rates pose an unacceptable risk to Caibo or card scheme standing.

Upon termination, outstanding settlements will be processed subject to applicable reserve withholding periods (typically 180 days for rolling reserves).

13

Amendments

Caibo may amend this Agreement at any time by providing the Merchant with 30 calendar days' written notice (email to the address on file is sufficient). The Merchant's continued use of the Services after the notice period constitutes acceptance of the amended Agreement. If the Merchant does not accept the amendments, it may terminate the Agreement before the effective date of the changes.

14

Governing law & disputes

This Agreement is governed by and shall be construed in accordance with the laws of the Republic of Bulgaria, without regard to conflict of law principles.

Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties. If not resolved within 30 days, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Bulgaria.

15

Contact

For questions regarding this Agreement or to request a signed copy, please contact:

office@caibo.digital
Caibo Digital OOD — Registered in Bulgaria
caibo

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