Merchant Service Agreement

This Merchant Service Agreement ("Agreement") is entered into by Crescendo Craft Digital Limited ("Crescendo Craft," "we," "us," or "our") and the Merchant ("Merchant," "you," or "your") who has registered on the Crescendo Craft platform ("Platform"). By signing up, you agree to the terms of this Agreement, which governs our services.

  1. Definitions

    For clarity in this Agreement:

    1. Crescendo Craft: Refers to Crescendo Craft Digital Limited, a digital advertising and Merchant of Record firm.
    2. Merchant: The individual or business registering on our Platform to access our payment processing and/or advertising services.
    3. Platform: The Crescendo Craft online platform, which enables Merchants to process payments, manage transactions, place advertisements, and access other related services.
    4. Services: Includes both our MOR services (payment processing, FX management, compliance) and advertising solutions (ad strategy, placement, spend management).
    5. Merchant Account: The account created by the Merchant to access both our ad management and MOR services.
    6. Transaction Fees: Fees associated with MOR services, including ad placement fees, transaction fees, and other service charges detailed in the Platform’s fee schedule.
    7. Foreign Exchange (FX): Currency conversion and international payment processing services.
    8. Compliance: The regulatory requirements Merchants must meet, such as AML and KYC, when using our services.
    9. Chargebacks: Reversal of transactions or ad spends due to disputes or fraud.
    10. Force Majeure: Circumstances beyond either party’s control, like natural disasters or technological failures, which may affect obligations under this Agreement.

  2. Services Provided

    Crescendo Craft offers an integrated approach to help businesses operate and advertise internationally without local incorporation. Our suite of services includes:

    1. Payment Processing: Process payments and manage transactions globally.
    2. Merchant Account Services: Access payment gateways, fraud protection, and risk management.
    3. Foreign Exchange: Manage currency conversions for seamless international payments.
    4. Regulatory Compliance: Support for AML, KYC, and other required regulations.
    5. Advertising Management: Plan, execute, and optimize ad campaigns, including ad placement and spend tracking on platforms like Google.
    6. Data-Driven Insights: Provide data analytics to measure and maximize the impact of ad campaigns.

  3. Merchant Obligations

    By using our Platform, you agree to:

    1. Submit accurate registration and business information, keeping it updated.
    2. Adhere to all relevant laws and regulations, including AML, fraud prevention, and data protection laws.
    3. Use our services only for lawful business activities and adhere to ethical advertising standards.
    4. Safeguard customer data and follow security measures to protect payment and personal information.
    5. Avoid misuse of our ad management tools, including promoting prohibited or deceptive products.

  4. Fees and Payments

    The Merchant agrees to pay applicable fees for using our services, which may include:

    1. Transaction fees for MOR services.
    2. Currency exchange and FX management fees.
    3. Ad placement and management fees.
    4. Subscription or maintenance fees (if applicable).

    Crescendo Craft reserves the right to modify fees, with advance notice provided through the Platform.

  5. Compliance with Laws and Regulations

    You must ensure your business complies with all relevant laws, including:

    1. KYC and AML: Meet Know Your Customer and anti-money laundering obligations.
    2. Privacy Regulations: Comply with data protection laws (e.g., GDPR, CCPA).
    3. Advertising Standards: Follow regulations and best practices for ethical ad placements.
    4. Payment Rules: Adhere to requirements from card networks, PayPal, and other processors.

    You agree to assist Crescendo Craft in any investigation into fraud, chargebacks, or compliance issues.

  6. Limitation of Liability

    Crescendo Craft’s liability to the Merchant is limited to the fees received from your transactions or ad spends in the month prior to a claim. We are not responsible for indirect or consequential damages, such as loss of profits or business interruptions.

  7. Termination

    Either party may terminate this Agreement if:

    1. The other party becomes insolvent, bankrupt, or ceases operations.
    2. A material breach occurs and is not corrected within ten (10) business days of written notice.
    3. There is misuse of services, such as fraudulent activities or harmful advertising.

    Upon termination, the Merchant’s access to our Platform is revoked, and any outstanding fees are due immediately.

  8. Confidentiality

    Both parties will keep proprietary and sensitive information confidential, only using it as required by this Agreement. This includes customer data, payment details, ad strategy, and performance analytics.

  9. Force Majeure

    Neither party will be held liable for delays or failures to perform due to unforeseen events, such as natural disasters or governmental actions, beyond their control. If a Force Majeure event exceeds two (2) months, either party may terminate this Agreement.

  10. Relationship of the Parties

    This Agreement does not establish a partnership or joint venture. Crescendo Craft provides MOR and advertising services as independent contractors, and you retain control over your business operations.

  11. Intellectual Property

    All Crescendo Craft intellectual property, including our Platform and ad management tools, remains our property. The Merchant is granted a limited license to use the Platform to process payments and manage advertising campaigns.

  12. Assignment

    You may not transfer your rights or obligations under this Agreement without Crescendo Craft’s prior written consent. We may assign our rights to affiliates or third parties.

  13. Modifications

    Crescendo Craft may modify this Agreement, with notice given via the Platform. Your continued use of our services after any changes indicates acceptance of the updated terms.

  14. Waiver

    Failure to enforce any provision of this Agreement does not waive any rights. A waiver is only effective if made in writing.

  15. Severance

    If any provision of this Agreement is found unenforceable, that provision will be removed, but the rest of the Agreement will remain in effect.

  16. Governing Law and Dispute Resolution

    This Agreement is governed by the laws of Nigeria. Disputes will be resolved by binding arbitration in Lagos, Nigeria under International Commercial Arbitration rules. The decision is final, and the prevailing party may enforce it in any court of competent jurisdiction.

  17. Notices

    Send notices by email to the address provided at registration, or by post to:

    Address: Crescendo Craft Digital Limited
    
Pent House B, Rosewhite Building, Saheed Elegushi Street off Freedom Way, Ikate, Lekki Phase 1, Lagos.

    Email: info@crescendocraft.org

    Attention: Customer Support Team

  18. Anti-Corruption and Compliance

    Both parties agree to comply with anti-corruption laws, avoiding bribery or illegal activities, in Nigeria, the US, the UK, and other applicable jurisdictions.

  19. Entire Agreement

    This Agreement, together with Crescendo Craft's Terms and Conditions, constitutes the full understanding between the parties. It supersedes any previous agreements, whether written or oral.