Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of merco.dev and the Merco platform, including any application programming interfaces, workspaces and related services (together, the “Platform”), which is operated by Merco (the “Provider”, “we”, “us”). By creating an account or using the Platform, you agree to these Terms.

The Platform is provided for business use. You represent that you are using it on behalf of a business and that you have the authority to bind that business to these Terms. In these Terms, “you” means the business and the individual acting for it, and “User” means any such person. “Order” means a transaction facilitated on the Platform between a buyer and a supplier; “Counterparty” means another User with whom you transact.

Where you use additional services that carry their own terms — such as payment, identity-verification or shipping services — those terms also apply and are separate agreements between you and the provider of those services.

Merco operates the workflow: supplier verification, document preparation, freight booking, escrow mechanics and compliance tooling. Merco is an intermediary that provides a platform and supporting services. Merco is not the importer, the exporter, a customs broker, a freight forwarder of record, or a bank, and the Platform does not make Merco a party to the sale of goods between a buyer and a supplier.

Where a regulatory filing is prepared or submitted through the Platform — for example an EU Deforestation Regulation due diligence statement — it is prepared and filed on the instruction of the operator of record, who remains responsible for it. The Platform provides tools and information; it does not provide legal, customs, tax or investment advice, and nothing on the Platform constitutes such advice.

You are responsible for keeping your account credentials confidential and for all activity under your account, and you agree to notify us promptly of any unauthorised use. We encourage you to enable two-factor authentication. You must provide accurate, current and complete information about yourself and your business, and keep it up to date.

We may refuse, suspend or close an account at our discretion, including where required for legal, security or integrity reasons. One business should not be represented by more accounts than it needs, and accounts may not be transferred without our consent.

You will use the Platform lawfully and in good faith, and you will not, among other things: use it to evade, breach or facilitate a breach of sanctions, customs, anti-money-laundering or any other law; submit false, misleading or forged information or documents; infringe another's intellectual property or confidentiality; interfere with or attempt to compromise the security of the Platform; scrape, harvest or reverse-engineer it beyond what is necessary to use it as intended; or use it to transmit malware, unsolicited communications or harmful code. You are responsible for the content you submit and for ensuring you have the rights to submit it.

An Order is a sale of goods between a buyer and a supplier. Merco facilitates the Order by providing the workflow, but the sale itself is a contract between the buyer and the supplier, who are each responsible for agreeing its commercial and legal terms.

The buyer is the importer of record and operator of record for the goods it imports, and bears the customs declarations, duties and import taxes that apply. The due-diligence and compliance decision — including whether and how to rely on a counterparty or a filing — is yours, not Merco's. Merco does not guarantee that any counterparty is reliable, that any goods meet expectations, that a transaction will complete, or that any regulatory outcome will be achieved, and you remain responsible for inspecting goods and confirming acceptance.

Payments are processed through third-party payment infrastructure (currently Stripe). When you fund an Order, the funds are held in escrow and released to the supplier when the release conditions for that Order are met — in particular, escrow is released on the buyer's confirmation of delivery. Merco does not hold client funds as a bank; escrow is operated through the payment provider.

Fees. The buyer pays a Platform Fee, calculated as a percentage of the Order value and disclosed per Order (progressive from 3.5% and reducing for larger Orders to as low as 0.5%). Unless stated otherwise, the Platform Fee is invoiced to the buyer and the supplier receives the net amount. Fees, rates and the mechanics of their calculation may be set or varied per Order and are confirmed before you commit. Additional services, such as compliance workspaces, may carry their own subscription or usage fees.

Payouts to suppliers are made to a connected account that the supplier sets up with the payment provider; the payment provider holds the payout and bank details, not Merco. You are responsible for all taxes on your own activities; duties, customs and import VAT are the responsibility of the importer. Refunds, reversals and chargebacks are handled through the payment provider under its rules and these Terms.

Compliance tooling on the Platform — including due-diligence preparation, sanctions screening and regulatory filings — supports your obligations but does not assume them. You are responsible for the accuracy of the data you provide, for the due-diligence and compliance decisions you make, and for meeting the legal requirements that apply to your business and your goods, including customs, licensing, origin and labelling rules.

A filing prepared on the Platform is filed on your instruction and on your behalf, and only after you have approved it. Merco does not warrant that any filing will be accepted, that any classification is correct, or that use of the Platform will satisfy every obligation you owe. You should obtain professional advice where the position is uncertain.

You retain ownership of the documents and content you submit. By submitting content, you grant Merco a worldwide, non-exclusive licence to host, store, process, display and transmit it as needed to operate the Platform and provide the services you request — including processing it with the providers described in our Privacy Policy, and anchoring a digest of compliance records and documents to a public blockchain.

Because blockchain anchoring publishes a one-way hash and a short record identifier to an immutable public ledger, that entry cannot later be changed or removed. You authorise this anchoring for records you create or approve on the Platform, and acknowledge the irreversibility described in our Privacy Policy.

Some Platform features use artificial intelligence to draft text, read documents, suggest options and summarise information. These outputs are aids to human judgement, may be incomplete or incorrect, and should be reviewed by a qualified person before you rely on them. You are responsible for any decision made on the basis of such output and for verifying it where it matters. Data processed by these features is handled as described in our Privacy Policy. Merco does not warrant the accuracy, completeness or fitness of any AI-generated output.

The Platform, including its software, design, text and features, is owned by Merco or its licensors and is protected by intellectual-property law. These Terms grant you no rights in the Platform except the limited right to use it as intended. You retain ownership of the content you submit, subject to the licence granted above. Any feedback you give us may be used by us without restriction or compensation, and you assign to us any rights you may have in it to the extent necessary to give effect to this sentence.

Each party will keep the other's confidential information confidential and use it only to exercise rights and meet obligations under these Terms. How Merco handles personal data is set out in our Privacy Policy, which is incorporated into these Terms. You are responsible for handling any personal data you receive through the Platform in accordance with the law.

The Platform is provided on an “as is” and “as available” basis. To the extent permitted by law, Merco disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranty that the Platform will be uninterrupted, error-free, secure or that results will be achieved. No advice or information obtained from the Platform creates any warranty not expressly stated in these Terms.

To the extent permitted by law, and except for liability that cannot be excluded under mandatory Swiss law (such as liability for intent and, as a rule, gross negligence, personal injury and guarantees given), neither party shall be liable to the other for indirect or consequential damages, including loss of profit, loss of revenue, loss of business or loss of data.

Merco's aggregate liability arising out of or relating to these Terms or the Platform, for all claims other than those excluded above, shall be limited to the total amount of fees you paid to Merco in the six months preceding the event giving rise to the claim, or, where you paid no fees, to a reasonable amount reflecting the nature of the free service. The parties agree that this allocation of risk is reasonable for a business-to-business relationship.

The limitations and exclusions in this section apply to the fullest extent permitted by law and survive termination.

You will indemnify and hold Merco harmless from claims, damages, losses and reasonable costs (including legal fees) arising out of your breach of these Terms, your content or submissions, your infringement of another's rights, or your failure to meet a legal or regulatory obligation relating to your use of the Platform. This obligation does not apply where a claim results from Merco's own breach or wrongful conduct.

These Terms take effect when you accept them and continue while you use the Platform. You may stop using the Platform and close your account at any time, subject to completing any open transaction. We may suspend or restrict access immediately where we consider it necessary for legal, security or integrity reasons, including suspected breach of these Terms or of law.

On termination, your right to use the Platform ends. Provisions that by their nature should survive — including those on liability, indemnification, confidentiality, intellectual property, governing law and fees owed — remain in effect. We will retain your data as described in our Privacy Policy, including for the legal retention periods that apply; you should export anything you need before closing your account, as some data may no longer be accessible to you afterwards.

These Terms and any dispute arising out of or relating to them or to the Platform are governed by the substantive law of Switzerland, to the exclusion of conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods. The parties submit any such dispute to the exclusive jurisdiction of the courts at the seat of the Provider in Zurich, Switzerland, except where mandatory law grants you a right to bring proceedings elsewhere. Before litigating, the parties will attempt in good faith to resolve a dispute by discussion.

• Changes. We may change these Terms from time to time. We will publish the updated Terms with the date above and, where a change is material, give you notice. Continued use after a change takes effect constitutes acceptance, to the extent permitted by law.
• Entire agreement. These Terms, together with the documents they incorporate, are the entire agreement between you and Merco about the Platform.
• Severability. If any provision is held unenforceable, the rest remains in effect, and the parties will negotiate in good faith a valid replacement that comes closest to their intent.
• No waiver; assignment. A failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets.
• Notices. Notices to Merco go to the contact details in the imprint; notices to you go to the email address associated with your account.
• Force majeure. Neither party is liable for a failure or delay caused by circumstances beyond its reasonable control.
• Language. These Terms are provided in English; the English version is authoritative.

Questions about these Terms can be sent through the access form or to the contact details in the imprint.