Partnership Agreement

This agreement sits alongside the Terms of Service and governs the connection of your processor accounts to NexliPay routing. It exists to make one thing explicit: what each side controls, and what neither side may do.

• Each connected account remains registered to, underwritten for and owned by you.
• You remain merchant of record on every transaction routed through it.
• You keep your processor logins. NexliPay holds scoped API permissions only, revocable by you at any time.
• NexliPay acquires no interest in your accounts, balances or settlement funds.
• Nothing in this agreement creates a partnership, joint venture, agency or employment relationship in law.

You may route transactions arising from your own sales of your own goods or services, in categories consistent with what each processor underwrote, under a descriptor that identifies your business to the cardholder.

These prohibitions are absolute. They are not waivable by side letter, and a breach ends the agreement immediately.

• Routing transactions belonging to any business other than the account owner — commonly described as transaction laundering, factoring or account renting.
• Granting any third party direct or indirect use of your connected account, whether for a revenue share, a fee or otherwise.
• Selling, leasing, renting or transferring a merchant account, or brokering such an arrangement.
• Concealing beneficial ownership, or continuing to operate after an ownership change without disclosing it.
• Splitting transactions, misdescribing goods, or manipulating descriptors to evade underwriting, reserves or category restrictions.

If we identify any of the above we will suspend routing immediately, notify the affected processors, and make any report required of us under APPLICABLE AML REGULATIONS. We may do so without prior notice to you where notifying you would prejudice an investigation.

• Route only your transactions, only to accounts you have connected.
• Maintain the security controls published in our Security Policy.
• Give you visibility of every routing decision and a full reconciliation trail.
• Notify you of dispute-rate trends before they reach scheme thresholds.
• Give OFFBOARDING NOTICE PERIOD notice of any planned disconnection, except where immediate action is required by law, a scheme or a processor.

Our fee is PRICING MODEL, invoiced BILLING FREQUENCY. NexliPay does not deduct fees from settlement flows and does not take a share of your transaction proceeds. Funds move from your processors to your bank accounts without passing through us.

Chargebacks, refunds, reserves and processor penalties are yours as merchant of record. We will help you contest disputes and will route volume away from an at-risk account, but we do not indemnify you against processor decisions. Liability is capped as set out in the Terms of Service.

This agreement runs for INITIAL TERM and renews RENEWAL TERMS unless terminated. Either party may terminate on TERMINATION NOTICE written notice, or immediately for material breach. On termination, routing stops and your accounts revert to direct operation with no action required from your processors.

Governed by the laws of GOVERNING LAW, with exclusive jurisdiction in the courts of COURTS.