Terms and Conditions for Loyalty Merchants
These Terms and Conditions (“T&C”) regulate the access and use of Buy Now, Pay Later (BNPL) payment intermediation and financing services provided by CLEO Chile SpA (“Cleo”) to companies, businesses or legal entities (“Business Customer” or “Commerce”).
These T&C constitute the general framework applicable to any commercial relationship between Cleo and the Business Customer, without prejudice to the fact that the parties may sign private contracts or commercial annexes that complement or modify these conditions.
In the event of a contradiction between these T&C and a particular contract signed by the parties, the latter will prevail as far as it is specific.
1. Definitions
For the purposes of these T&C, the following shall be understood as:
Service: Payment processing service, internal credit evaluation, granting of BNPL financing to the End Customer, collection and settlement of funds to the Merchant, provided by Cleo through technological integration with Commerce systems.
Integration: Technical connection between Cleo systems and the Commerce technological infrastructure, which allows Cleo to be enabled as a means of payment at the Merchant's checkout.
BNPL (Buy Now, Pay Later): Modality by which the End Customer buys goods or services from the Merchant and pays in deferred form or in installments, with Cleo being the one who evaluates the risk, provides the financing and manages the collection.
End Customer: Natural person who buys from the Store and uses Cleo's BNPL Service.
Commerce (or Business Customer): Legal entity affiliated with Cleo to enable the BNPL Service in its sales channel, maintaining responsibility for the goods or services offered.
Successful Transaction: End Customer Purchase Transaction approved by Cleo in accordance with its internal criteria and registered as valid for liquidation purposes.
Settlement: Credit of funds that Cleo makes to the Merchant for Successful Transactions, discounting commissions, adjustments, reversals or other applicable charges.
Risk Event: Situation that may involve fraud, misuse of the service, contractual breach, and relevant regulatory, operational or reputational risk.
Relevant Claim: Controversy that may affect the continuity of service or the reputation of Cleo or the Merchant.
2. Trade Eligibility
Access to services will be subject to a prior eligibility, risk and regulatory compliance assessment process by Cleo, which will include corporate due diligence (KYB) procedures and controls for the prevention of money laundering and terrorist financing (AML/FT). This process may include, among others, the verification of the identity and legal existence of the Trade, its corporate structure, the identification of its final beneficiaries (UBO), the review of legal and reputational backgrounds and the analysis of risks associated with its business activity.
The Merchant must provide true, complete and up-to-date information on its identity, corporate structure and final beneficiaries (UBO), as well as any documentation that Cleo requires due to regulatory or operational requirements. Cleo may require additional information at any time for regulatory, money laundering prevention or risk management reasons.
Cleo may refuse membership or suspend the onboarding process if the Merchant does not meet the required requirements or presents significant risks. In addition, repeated non-compliance with the Merchant's reporting duties will empower Cleo to suspend or terminate the service immediately.
3. Scope of the Service
Cleo will integrate with the Merchant's platform, website or system, allowing End Customers to make electronic payments and, when appropriate, access financing under the “Buy Now, Pay Later” (BNPL) modality offered and managed by Cleo within the Merchant's payment flow.
In this context, Cleo will process electronic transactions, collect and collect the amounts due by End Customers and settle funds to the Merchant, discounting commissions, adjustments, refunds and any other applicable charges in accordance with these T&C. In addition, Cleo will manage refunds, returns and cancellations in coordination with the Merchant, notwithstanding that the responsibility for the delivery, quality and conformity of the goods or services marketed lies exclusively with the Merchant.
For the purpose of granting BNPL financing, Cleo will first carry out an internal assessment of the credit risk of End Customers in accordance with its own criteria and analysis models. Cleo may set funding limits per End Customer, modify its credit evaluation criteria at any time and reject or reverse transactions when it identifies signs of fraud, risk, irregularities or regulatory breaches.
For all legal purposes, Cleo acts as a payment intermediary and funder for the End Customer.
4. Trade Obligations
Commerce is obliged to:
a) Timely pay Cleo the applicable fees in accordance with the current commercial agreement.
b) Fully comply with the regulations applicable to your commercial and consumer activity, especially Law No. 19,496 on the Protection of Consumer Rights and other relevant regulations.
c) Offer and deliver goods and/or services to End Customers on the terms informed at the time of purchase, ensuring their quality, compliance and timeliness.
d) Directly manage after-sales, legal and/or contractual guarantees, retracts and returns in accordance with current legislation and their own commercial policies.
e) Cooperate in good faith with Cleo in the management of disputes, End Customer claims, requests for information or regulatory requirements related to transactions processed through the BNPL Service.
f) Maintain customer service policies and channels aligned with applicable regulations and adequate for the timely resolution of complaints.
g) Notify Cleo without delay of any relevant incident that may affect BNPL transactions, including fraud, data breaches, operational interruptions or mass complaints.
h) Do not manipulate, intervene or unduly interfere with Cleo's systems, APIs, flows or technological mechanisms associated with the processing of BNPL payments or financing.
i) Do not make direct refunds to the End Customer for transactions processed by Cleo, and any return or reverse must be channeled through the operating mechanisms agreed with Cleo.
5. Cleo's Obligations
Cleo undertakes to:
a) Provide the Service in accordance with these T&C and the current commercial agreement, acting with reasonable diligence and professional standards specific to the fintech and payment sector.
b) Keep the integration of your BNPL payment processing and financing service operational, except for scheduled interruptions, force majeure events, security incidents or failures not attributable to Cleo (including those attributable to third-party providers or Commerce systems).
c) Manage refunds and adjustments associated with BNPL transactions when appropriate, in accordance with these T&C, its internal policies and applicable regulations, and may withhold, offset or assign amounts in the Commercial Settlement when appropriate.
d) Implement reasonable technical and organizational information security measures, including access controls, encryption and incident management, to protect the integrity of systems and personal data processed within the framework of the Cleo Service.
f) Process Successful Transactions and carry out Commercial Settlements under the agreed terms and deadlines, discounting only the amounts that apply in accordance with these T&C and the current commercial agreement.
g) Act in accordance with applicable regulations on the prevention of money laundering, terrorist financing and the protection of personal data.
h) Apply objective and non-discriminatory criteria in their internal credit evaluation and risk management processes with respect to End Customers, reserving the final decision on the granting of BNPL financing.
6. Liability for Goods and Services
Once the Merchant is affiliated with Cleo and the BNPL Service is enabled, the Merchant will be solely responsible for:
a) The quality, suitability, conformity and suitability of the goods and/or services offered to End Customers;
b) The correct and timely delivery or provision of such goods or services;
c) Compliance with applicable legal and/or contractual guarantees; and
d) The veracity, sufficiency and clarity of the information provided to the End Customer at the time of sale,
Consequently, Cleo will not be responsible for claims, controversies or damages related to goods or services marketed by the Merchant, which are governed by the direct relationship between the Merchant and the End Customer.
7. Refunds, returns and cancellations
Once an End Customer has used the Cleo Service to pay for a Merchant good or service, the Merchant undertakes to respect such intermediation for any subsequent action involving cancellations, returns or refunds associated with that same transaction.
If an End Customer requests the cancellation and/or return of a product or service paid for through the Cleo Service, and such request is accepted or authorized by the Merchant in accordance with its policies and applicable regulations, the refund of the price must always be made in favor of Cleo, and not directly to the End Customer.
For these purposes, Cleo may deduct the corresponding amount from the Settlements and/or invoices pending payment in favor of the Merchant, attributing it to the respective reimbursement. Under no circumstances may the Merchant make refunds or refunds directly to the End Customer for transactions processed through the Cleo Service.
Once the funds have been received by Cleo, it will manage the refund to the End Customer in accordance with its own terms and conditions and internal procedures, after verifying the End Customer's payment status. The reimbursement to the End Customer will be limited to the amounts actually paid by the End Customer, and Cleo may withhold, offset or attribute such funds to the payment of existing or overdue debts that the End Customer maintains with Cleo, in accordance with the authorizations granted by the End Customer and applicable regulations.
The parties agree that the Merchant's reimbursement obligation will be considered fully fulfilled once Cleo has deducted the total value of the transaction from the Settlements and/or invoices pending payment in favor of the Merchant.
In the event that there are not sufficient amounts to deduct or compensate, the Merchant must return the corresponding value to Cleo through the mechanism agreed upon by the parties, including, where appropriate, the issuance of appropriate tax documentation.
8. Settlements and payments to the Merchant
Cleo will liquidate the funds corresponding to Successful Transactions to the Merchant, discounting:
- Applicable fees;
- Adjustments for returns or cancellations;
- Reversions or chargebacks;
- Other charges provided for in the commercial agreement.
The terms and frequency of liquidation will be governed by the specific commercial agreement between the parties.
9. Service Fees and Costs
The fees applicable to Commerce for the use of the Cleo Service will be those established in the current commercial agreement between the parties or in the corresponding tariff annex.
Cleo may propose modifications to the commissions or pricing structure when there are significant changes in market, regulatory, operational or risk conditions that impact the provision of the Cleo Service.
In such a case, Cleo will notify the Merchant reasonably in advance, stating the new rate proposal and the reasons justifying its adjustment.
The Merchant may accept or reject the new commercial conditions within the period agreed by the parties or, failing that, within a reasonable period of time from their notification.
During this period, the current rates will remain applicable, unless the parties agree otherwise.
If the Merchant does not accept the new fees, the parties may negotiate in good faith a commercial alternative that allows the continuity of the Service. If an agreement is not reached, either party may terminate the business relationship as established in these T&C and in the corresponding agreement.
10. Personal Data and Privacy
The processing of personal data within the framework of these T&C will be governed by Cleo's Privacy Policy, by these T&C and by current regulations on the protection of personal data.
The Merchant declares and guarantees that the personal data of its End Customers have been obtained lawfully and in accordance with the applicable legal bases, and that it has the necessary authorizations for their communication and processing in the context of the Cleo Service.
In addition, the Merchant authorizes Cleo to process the personal data of its End Customers to the extent necessary for the provision of the Cleo Service, including payment processing, internal credit evaluation, BNPL financing management, collection and compliance with regulatory obligations.
Cleo will keep such personal data as confidential information and will implement reasonable technical and organizational measures to protect its security and integrity, in accordance with industry standards and applicable regulations.
The parties will cooperate in good faith in the face of requests from data subjects, regulatory requirements or possible security incidents related to personal data processed within the framework of these T&C.
11. Intellectual Property and Corporate Image
All intellectual property rights in the systems, software, brands, logos and other materials used by Cleo to provide the Cleo Service belong exclusively to Cleo or its licensors. These T&C only grant the Merchant a limited, non-exclusive and revocable license to use such elements to the extent necessary for the integration and operation of the service.
In addition, each party retains ownership of their own brand and corporate image.
The parties are mutually authorized to use their respective logos and corporate image on their websites and commercial materials only to inform the business relationship and the provision of the service.
The parties must make correct and not misleading use of the other's corporate image. Any misuse will empower the affected party to demand the immediate cessation of use and, if serious, to terminate these T&C, without prejudice to any appropriate legal action.
12. Validity
These Terms and Conditions will take effect from the date of express acceptance by the Merchant and will remain in effect for an initial period of one (1) year.
After this period has elapsed, the T&C will be automatically renewed for equal and successive periods of one (1) year each, unless either party notifies the other of its intention not to renew them at least thirty (30) calendar days before the expiry of the initial term or any of its extensions, by email addressed to the contact addresses formally designated by the parties.
Termination of these T&C, for any reason, will not affect:
a) transactions already completed through the Cleo Service;
(b) outstanding liquidations;
c) Nor the obligations of reimbursement, confidentiality, data protection and responsibility that, by their nature, must survive.
13. Early Termination
13.1 Termination without expression of cause
Either party may terminate these T&C early at any time and without cause, by giving written notice sent at least thirty (30) calendar days in advance.
For the Merchant to be able to validly exercise this right, it must be fully up to date in complying with all its payment obligations to Cleo, including, but not limited to amounts outstanding for settlement, refunds, compensations, refunds or other amounts due as of the effective due date.
If there are outstanding amounts, the T&C will remain in effect until fully complied with.
13.2 Early Termination by Cleo
Cleo may immediately terminate these T&C, in full right and without the need for prior notice or judicial declaration, by written notification to the Merchant, when any of the following reasons exist:
a) Serious or repeated breach by Trade of its obligations under these T&C or the current trade agreement;
b) Non-delivery, faulty delivery or non-compliance with the product or service offered to the End Customer;
c) Existence of well-founded claims from end customers associated with fraud, deceptive practices, abandonment of commerce or systematic harm to consumers;
d) Lack of repeated response, unlocability, cessation of activities or any circumstance that would reasonably allow us to conclude that the Trade will not continue to fulfill its obligations;
e) Trading Conduct that exposes or may expose Cleo to consumer claims, regulatory sanctions, compliance risks or significant reputational harm;
f) Significant fraud, AML/FT, information security or data protection risks attributable to Commerce.
13.3 Effects of Termination
The termination of these T&C, for any reason, will not release the Merchant from its obligation to reimburse, compensate or repay to Cleo the amounts it has paid or must pay to end customers, authorities or third parties as a result of cancellations, returns, claims or breaches attributable to the Merchant.
Cleo may offset these amounts against liquidations, unpaid invoices or other credits in favor of the Merchant.
If there are not enough amounts to compensate, the Merchant must directly refund the balance within the period indicated by Cleo, by transferring and issuing the corresponding tax documentation.
14. Force majeure and operational continuity
Cleo will not be responsible for interruptions resulting from failures of external suppliers, crashes of banking systems, payment networks or force majeure events in accordance with the Civil Code.
The parties acknowledge that cybersecurity incidents not attributable to Cleo will not generate contractual liability, without prejudice to mitigation and notification duties.
15. Assignment
The Merchant may not assign, transfer or dispose of in any way its rights or obligations deriving from these T&C, in whole or in part, without the prior written consent of Cleo.
Cleo may assign or transfer all or part of its rights and obligations under these T&C to any of its related companies, affiliates or legal successors, with prior notification to the Merchant being sufficient for this purpose.
16. Applicable Law and Dispute Resolution
These T&C are governed by and interpreted in accordance with the laws of the Republic of Chile.
Any controversy, dispute or claim that arises on the occasion of these T&C, their interpretation, execution, breach or termination, will be submitted to arbitration before the Arbitration and Mediation Center of the Santiago Chamber of Commerce, in accordance with its Regulations in force at the time of requesting arbitration, which the parties declare to know and accept.
Notwithstanding the foregoing, the parties may agree in writing on a different dispute resolution mechanism for specific cases.
17. Update and Amendments to the T&C
Cleo may propose modifications to these T&C when there are regulatory, operational, technological or risk changes that make it necessary.
Any modification will be notified to the Merchant reasonably in advance, stating their scope and grounds.
The Merchant may accept or reject the modifications within the period indicated by Cleo or, failing that, within a reasonable period of time after notification.
If the Merchant does not accept the modifications, the parties will seek to negotiate in good faith a solution that allows the continuity of the Service. If no agreement is reached, either party may end the relationship as established in the Suspension and Termination clause.
The modifications accepted by the Commerce will be understood to be incorporated into these T&C and will be binding as of the date indicated by Cleo.
18. Express Consent
The Merchant expressly declares that it has read, understood and fully accepted these Cleo B2B Terms and Conditions, as well as the applicable Privacy Policy, stating its free and informed consent to be bound by them.
The acceptance of these T&C may be materialized through an electronic signature, digital platform acceptance, or any other valid means in accordance with current legislation.
With this acceptance, Commerce recognizes that these T&C form an integral part of the commercial agreement with Cleo and are fully enforceable.
