Forter Chargeback Policy

1. Definitions

Capitalized terms not defined in the MSA or the SLA shall have the meaning set out below:

1.1 “Chargeback” means a fraud claim provided to Merchant by its payment processor(s) or acquiring bank that results in Merchant’s acquiring bank withholding or withdrawing funds from Merchant for such fraud claim. For the avoidance of doubt, a Transaction may have more than one Chargeback associated with it.

1.2 “Chargeback Window” means, with respect to a given Transaction, the period commencing on the date on which Forter reviewed such Transaction and ending on the last date to submit a fraud chargeback with respect to such Transaction, as determined by the relevant credit card network.

1.3 “Claim Notice” means, with respect to a given Transaction, the first indication of a fraud claim received by Merchant during the Chargeback Window from the relevant credit card issuer or payment processor or other third party vendor, whether such first indication is the notice of a chargeback, dispute request, pre-chargeback notice, early fraud dispute request, TC40/SAFE, retrieval, or other related inquiry.

1.4 “Dispute Data” means, with respect to a given Transaction, (i) the invoice for such Transaction; (ii) for Transactions over $100, proof of delivery (or, with respect to digital goods, proof of possession); (iii) for Transactions over $1,000, proof of delivery and, to the extent available, receipt of signature; (iv) all correspondence with the End Customer related to such Transaction (if any); and (v) any additional information reasonably requested by Forter relating to such Transaction (for example, additional information regarding the relationship between Merchant and the End Customer, and/or additional post-transaction and chargeback documentation reasonably requested by Forter).

1.5 “Eligible Chargeback” means, with respect to a given Transaction, a Chargeback  that meets the Chargeback Eligibility Criteria set forth in Section 2 of this Policy.

1.6 “Error” has the meaning provided in the SLA.

1.7 “Fraud Reason Code” means one of the reason codes listed in Section 5 of this Policy.

1.8 “Merchant Site” means Merchant’s website(s) and/or mobile application(s) for which the Forter Services are provided, as set forth in the applicable MSA.

1.9 “Merchandise Value” means the Transaction amount that is the subject of an Eligible Chargeback, which is no event shall be greater than the amount of such Transaction sent to Forter through the relevant Decisioning API.

1.10 “MSA” means the Merchant Services Agreement entered into between Forter and Merchant.

1.11 “Notice and Assistance” means Merchant’s notice and assistance obligations set forth in Section 2.1 and 3 of this Policy.

1.12 “Reimburse” or “Reimbursement” means the payment of the Reimbursement Amount by Forter to Merchant in accordance with Section 4 of this Policy.

1.13 “Reimbursement Amount” means, with respect to an Eligible Chargeback, a sum equal to the Merchandise Value for such Eligible Chargeback. For the avoidance of doubt, the Reimbursement Amount shall not include any processing fees, chargeback fees and/or other fees that may be charged by the Merchant’s credit card issuer or payment processor.

1.14 “Required Submission Method” means (i) with respect to the Claim Notice (A) for Transactions processed by processors Forter has webhooks with (which, as of the date this Policy was last updated, includes Braintree, Adyen, Stripe, Checkout, PayPal and Shopify), the Forter webhook made available to Merchant; (B) for Transactions processed by any other processor, Forter’s Claims and Evidence APIs; and (ii) with respect to Dispute Data and Updates, Forter’s Claims and Evidence APIs. Notwithstanding the foregoing, except with respect to (i)(A) above, the parties may mutually agree to an alternate submission method for the relevant data, either via csv batch file submission or manual upload to Forter’s customer-facing Portal.

1.15 “SLA” means the Service Level Agreement for the Forter Services, available as https://www.forter.com/forter-service-level-agreement/ (as may be updated by Forter from time to time).

1.16 “Transaction” means a real time, live transaction made by an End Customer and reviewed and approved by the Forter Platform on a Merchant Site (or, in the case of a phone order, a transaction made by an End Customer and approved by the Forter Platform on a Merchant Site for which either (i) Forter receives the web-ID from Merchant as part of a telephone order submitted to Forter for review or (ii) Merchant is fully integrated with the Enhanced Authentication phone solution and provides Forter additional information for transactions when Forter requests it). For the avoidance of doubt, transactions manually submitted by Merchant and transactions originating from a source other than the Merchant Site where Forter is unable to collect the necessary Transaction Data (for example, transactions originating from marketplaces such eBay and Amazon) shall not be considered a “Transaction” (and thus will not be eligible for chargeback Reimbursement).

1.17 “Transaction Data” means, collectively (i) the information required by the relevant Forter Decisioning API and (ii) the information collected from the Merchant Sites through Forter’s JavaScript and/or mobile SDK.

1.18 “Updates” means any updates to, or the results of, any Eligible Chargeback dispute in process, including, but not limited to, status updates and changes related to the Claim Notice, updates to post-Transaction data, post-Transaciton order changes, notification that Merchant has issued a refund to the relevant customer, and notification of whether a dispute is won or lost.

2. Chargeback Eligibility

2.1 A Chargeback related to a Transaction must meet the following criteria in order to be eligible for Reimbursement under this Chargeback Policy (collectively, the “Chargeback Eligibility Criteria”). If a Transaction has more than one Chargeback associated with it, the following criteria must be met for each Chargeback associated with such Transaction, in order for that Chargeback to be eligible for Reimbursement. For the avoidance of doubt, any Transaction submitted by Merchant which does not comply with the Chargeback Eligibility Criteria or the other terms of this Chargeback Policy shall not be eligible for Reimbursement.

2.1.1 Merchant submitted the Claim Notice using the Required Submission Method within three (3) days of the Claim Notice being issued, which Claim Notice shall include, at a minimum, the following information as provided by Merchant’s payment processor: orderID or other order identifier, claim amount, reason code, due date, and issue date;  

2.1.2 Merchant submitted the Dispute Data using the Required Submission Method within three (3) days of submission of the Claim Notice;

2.1.3 Merchant notifies Forter of relevant Updates within the time period set forth in Section 3.1 below;

2.1.4 the Transaction Data submitted to Forter at the time of Forter’s decision of the Transaction was accurate and complete (e.g., full JS/SDK data included, with the most recent versions of the JS/SDK installed on the relevant Merchant Site), and no changes are made to such data after Forter provided such decision;

2.1.5 the Claim Notice identifies a Fraud Reason Code; and

2.1.6 Merchant complies with the Notice and Assistance obligations set forth in Section 3 of this Policy.

2.2 Merchant acknowledges that timely notice of Eligible Chargebacks is essential for Forter to prevent future fraud on the Merchant Sites. As such, if, in a given calendar month, Merchant fails to provide the Claim Notice and Dispute Data within the time frames set forth above for more than (a) $20,000 in Eligible Chargebacks; and/or (b) >=10% of Eligible Chargebacks (measured by volume), and such failure resulted in future chargebacks on the Merchant Sites (“Downstream Chargebacks”), Forter will not Reimburse Merchant for any Eligible Chargebacks in the calendar month in which Downstream Chargebacks occurred.

2.3 Transactions reviewed by Forter when the relevant Decisioning API (as defined in the SLA) is unavailable due to an Error in the Forter Platform will be approved by Forter and eligible for Reimbursement in accordance with this Chargeback Policy, provided that (i) the Transaction meets the Chargeback Eligibility Criteria; (ii) Merchant has complied with the terms of the SLA; and (iii) Merchant is integrated with Forter’s APIs, JavaScript and/or mobile SDK, as applicable, in accordance with Forter’s integration guidelines.

2.4 Notwithstanding anything to the contrary herein, the following will not be considered Eligible Chargebacks, and thus will not be eligible for Reimbursement:

2.4.1 Chargebacks associated with Transactions that do not include all Transaction Data (e.g., Transactions where the Forter JavaScript or mobile SDK did not run, and Forter was unable to obtain necessary behavioural data).

2.4.2 Chargebacks associated with Transactions not approved by Forter but which Merchant elects to force-approve, or that are approved by Forter in accordance with a Merchant-defined policy, or where Merchant does not follow Forter’s recommendation (e.g., Forter recommends to send to 3DS but Merchant elects to approve without 3DS).

2.4.3 Chargebacks related to orders Merchant has not shipped (physically or digitally) to the relevant End Customer.

2.4.4 Chargebacks associated with Transactions approved for a Merchant (i) undergoing a Force Majeure Event, or (ii) that is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, has a trustee or receiver appointed, or has a petition filed by or on behalf of such party under any bankruptcy or similar laws. “Force Majeure Event” means an event beyond the reasonable control of a party, including labor strikes, pandemics and extreme weather events affecting Merchant.

2.4.5 Unless otherwise expressly stated in the MSA, chargebacks associated with Transactions where 3DS is successfully executed.

2.4.6 Eligible Chargebacks for which Merchant does not provide the required Notice and Assistance, including such assistance as Forter may reasonably request in connection with any Eligible Chargeback dispute.

3. Chargeback Coverage and Disputes

3.1 With respect to each Eligible Chargeback, Merchant shall provide Forter or its designee with the following information, within the timeframes specified: (i) the Claim Notice, within three (3) days of such notice being issued; (ii) the Dispute Data, within three (3) days of submission of the Claim Notice; and (iii) Updates, within five (5) days of receipt of a relevant Update. Merchant shall submit the Claim Notice, Dispute Data and Updates to Forter or its designee using the Required Submission Method.

3.2 Merchant acknowledges and agrees that, unless otherwise agreed by the parties in writing, Forter will have the sole and exclusive right to dispute Eligible Chargebacks on Merchant’s behalf with the applicable credit card issuer or payment processor, and that Forter may dispute such chargebacks itself or engage a third party to assist with disputing Eligible Chargebacks. In connection with the foregoing, Merchant hereby assigns all of its right, title and interest in and to all Eligible Chargebacks to Forter (including the right to dispute such Eligible Chargebacks).

3.3 Merchant shall cooperate with Forter and provide such additional supporting documentation and evidence as Forter may reasonably request in connection with disputing Eligible Chargebacks. Additionally, Merchant shall provide all assistance reasonably requested by Forter, including, but not limited to, providing Forter or its designee with access to Merchant’s account with its payment processor(s), the ability to contact such processor(s) directly, cooperating with Forter and its third party dispute partners to enable the creation of webhooks to connect such partners with Merchant’s payment processors, providing any permissions required to enable such connection, and any assistance required to minimize the Reimbursement Amount.

3.4 Merchant acknowledges that Forter may appoint an affiliate or a third party to act on its behalf in connection with disputing Eligible Chargebacks, and agrees that Forter may share data and information relating to Eligible Chargebacks with certain third parties (including issuers, acquirers, payment processors, card schemes and dispute partners), as may be reasonably necessary or desirable in connection with disputing Eligible Chargebacks. 

3.5  Where an Eligible Chargeback is successfully disputed, if any sum is deposited in or credited to an account held by Merchant (or any agent or affiliate of Merchant), Merchant shall send Forter an Update, and such amount will be added to Merchant’s invoice. Forter reserves the right to stop Reimbursing future Eligible Chargebacks if Merchant fails to report won or recovered amounts deposited in or credited to a Merchant account.

4. Reimbursement of Eligible Chargebacks

4.1 At the end of each calendar month, Forter shall calculate the aggregate Reimbursement Amount for all Eligible Chargebacks that meet the Chargeback Eligibility Criteria and otherwise comply with the terms of this Chargeback Policy (the “Aggregate Reimbursement Amount”). 

4.2 Forter will Reimburse Merchant for Eligible Chargebacks each calendar month in the amount of the Aggregate Reimbursement Amount, by way of setoff against fees owed by Merchant under the MSA in the following calendar month. Eligible Chargebacks will be Reimbursed to Merchant in the relevant currency in which Merchant is billed in. In no event shall the Reimbursement Amount for a given Eligible Chargeback exceed the amount stated in the Claim Notice, the Dispute Data, or the amount of the Transaction sent to Forter for decisioning through the relevant Decisioning API. Additionally, in no event shall Forter be required to Reimburse Eligible Chargebacks if such chargeback has qualified for protection or coverage by another vendor or payment method.

4.3 In the event any recovered amounts related to an Eligible Chargeback are deposited in or credited to a Merchant account, Forter will add such recovered amount to the next invoice issued to Merchant.  

4.4 In the event that the Aggregate Reimbursement Amount owed to Merchant in a given month is greater than the fees owed by Merchant in such month, or if there are no fees owed by Merchant in such month, Merchant has the option to either (i) roll forward the credit to the next month’s invoice, or (ii) request that Forter directly pay Merchant the remaining Aggregate Reimbursement Amount the following calendar month, by wire transfer, ACH, or such other method agreed by the parties. If no option is elected by Merchant in the relevant month, Forter will roll forward the credit to the next month’s invoice.

4.5 Merchant acknowledges and agrees that Reimbursement of Eligible Chargebacks is subject to (i) Merchant’s compliance with the terms of this Chargeback Policy; (ii) payment in full of all fees then due and payable by Merchant under the MSA; and (iii) the assignment by Merchant of all of its right, title and interest in and to such Eligible Chargeback to Forter.

4.6 Notwithstanding the foregoing or anything to the contrary herein or in the MSA, upon expiration or termination of the MSA, Forter will Reimburse Eligible Chargebacks for up to 120 days only following such expiration or termination, and during such 120-day period will Reimburse Merchant for only 50% of the value of Eligible Chargebacks reported to Forter during such period, provided that Merchant continues to comply with the terms of the Chargeback Policy. During such 120-day period Forter will no longer dispute Eligible Chargebacks on Merchant’s behalf.

5. Fraud Reason Codes

MasterCard:

• Code #4837 and #37 – Fraud Transaction No Cardholder Authorization
• Code #4863 and #63 – Cardholder Does Not Recognize Potential Fraud (in case of this reason code, Merchant must provide to Forter all documentation relating to all attempts made by the cardholder to contract Merchant and resolve the issue directly, together with all related correspondence and documentation.)

Visa:

• Code #10.1 (Previously #62) – EMV Liability Shift Counterfeit Fraud (Card Not Present transactions only)
• Code #10.4 (Previously #83) – Other Fraud – Card Absent Environment

American Express:

• Code 4763/ FR2 – Fraudulent Transaction (for reimbursement under this reason code, Merchants who are members of the Amex Chargeback Full Recourse Program must disclose this fact to Forter prior to the commencement of the Forter Service)
• Code 4540/ F29 – Fraud – Card Not Present
• Code 4534/ F24 – Fraud – No Card Member Authorization

Discover:

• Code UA02 – Declined Authorization
• Code 7030 – Fraud card not present transaction
• DINERS – C42: Fraud card not present transaction

JCB:

• Code 546 – Unauthorized purchase

PayPal:

• Unauthorized Transaction – the customer did not authorize purchase of the merchandise or service

ELO:

• Code 83 – Card Absent FRAUD