—Defined terms
Glossary.
A reference for the terms used across the firm's operating documents and this website. Defined to the standard the firm applies in correspondence; where a defined term in an executed instrument differs, the executed instrument prevails.
01
Sector and entity types.
- PSP — Payment Service Provider
- A regulated entity providing payment services within the meaning of PSD2 / PSD3. The umbrella term used on this site to refer to merchant counterparties.
- EMI — Electronic Money Institution
- An institution authorised under EMD2 to issue electronic money and provide payment services. EMIs hold electronic money on issue and are subject to safeguarding obligations.
- PI — Payment Institution
- An institution authorised under PSD2 to provide payment services without the electronic-money issuance function reserved to EMIs and credit institutions.
- Credit institution / bank
- An institution authorised under CRD / CRR to take deposits from the public and grant credit. Acquiring activity is performed by credit institutions in many jurisdictions.
- Acquirer
- The institution contracted by the merchant to process card payments and remit settlement, typically holding scheme membership with Visa, Mastercard and other schemes.
- Merchant
- The contracting customer of a PSP, EMI, PI, acquirer or bank under a merchant services agreement.
02
Regulatory framework.
- PSD2
- Directive (EU) 2015/2366 on payment services in the internal market — the second Payment Services Directive. Transposed into national law in each Member State.
- PSD3
- The proposed third Payment Services Directive, currently progressing through the EU legislative process. Will repeal and replace PSD2 with effect from a later date to be confirmed.
- EMD2
- Directive 2009/110/EC on the taking-up, pursuit and prudential supervision of the business of electronic money institutions — the second Electronic Money Directive.
- CRD / CRR
- Capital Requirements Directive (Directive 2013/36/EU) and Capital Requirements Regulation (Regulation (EU) 575/2013) — the prudential framework for credit institutions.
- MiCA
- Regulation (EU) 2023/1114 on markets in crypto-assets. Distinct from PSD2 / EMD2 but increasingly relevant where a counterparty's activity straddles payment services and crypto-asset services.
- eIDAS
- Regulation (EU) No 910/2014 on electronic identification and trust services. Provides the legal framework for qualified electronic signatures used in the firm's Claim Assignment and Recovery Agreement.
- Wwft
- Wet ter voorkoming van witwassen en financieren van terrorisme — the Dutch anti-money laundering and counter-terrorist financing act, transposing AMLD into Dutch law.
03
Operative instruments.
- MSA — Merchant Services Agreement
- The underlying contract between the merchant and the regulated counterparty governing payment processing, settlement, reserves, scheme passthrough and chargeback handling.
- CARA — Claim Assignment and Recovery Agreement
- The principal instrument under which the merchant assigns accrued claims to the firm and the firm undertakes to conduct the recovery in its own name. Executed under eIDAS.
- Notice of Assignment
- The counterparty-facing instrument served on the regulated PSP recording the fact of assignment and the passage of legal title from the merchant to the firm.
- Letter of demand
- A substantive demand letter served on the counterparty's legal function citing the executed contractual provisions, scheme correspondence and reconciliation evidence, with a defined response window.
- Settlement deed
- The formal instrument under which a recovery is settled, recording the consideration, mutual releases and mutual confidentiality.
04
Heads of claim.
- Withheld settlement balance
- Funds processed and settled by the scheme but withheld by the counterparty rather than paid out to the merchant.
- Rolling reserve
- A percentage of processing volume held by the PSP as security against chargebacks. Becomes a claim when retained beyond the contractual release window.
- Scheme passthrough
- Recoveries due from card schemes (Visa, Mastercard, other) that the PSP collected but did not pass through to the merchant.
- Programme fine
- A fine assessed under a scheme integrity programme (Visa Integrity Risk Programme, Mastercard equivalents). Contestable where no underlying scheme determination is evidenced.
- Chargeback assessment
- A monetary assessment for chargeback ratio breach. Contestable where the calculation, lookback period or threshold is undocumented.
- Internal adjustment (unsupported)
- A ledger debit applied by the PSP that cannot be reconciled to scheme correspondence, fine notices or contractual provisions.
- Refund pass-through
- Refund liability or pass-through cost charged to the merchant without contractual basis or without merchant authorisation.
05
Identifiers and references.
- MCC — Merchant Category Code
- The four-digit ISO 18245 code applied by the PSP to a processing relationship. Identifies the merchant's business activity (e.g. 5816 digital goods, 7995 gambling, 5967 high-risk direct marketing).
- BIN — Bank Identification Number
- The leading digits of a card number identifying the issuing institution. Relevant to scheme passthrough analysis.
- IBAN
- International Bank Account Number under ISO 13616. Used for verified settlement disbursement.
- KvK
- Kamer van Koophandel — the Dutch Chamber of Commerce. The firm's KvK registration is 76675602.
06
Process and posture.
- Assignee
- The party to whom claims are assigned. The firm acts as Assignee in every engagement.
- Assignor
- The party assigning claims. The merchant in every engagement.
- Complexity Threshold Assessment
- The firm's assessment of file complexity, completed within 30 calendar days of execution of the CARA, used to calibrate the recovery split on a continuous scale between 75/25 in the merchant's favour and 75/25 in the firm's favour.
- Recovery split
- The agreed share of the net Recovered Amount between Assignor and Assignee, calibrated under the Complexity Threshold Assessment. Default 50/50.
- Recovered Amount
- The net amount recovered from the counterparty under a settlement deed, court order or voluntary payment, after direct deductions inherent in the recovery instrument itself.
- Cost recovery threshold
- The contractual provision that Legal Costs are deducted from the Assignor's share only once cumulative recoveries reach 2× cumulative Legal Costs paid by the firm.
- Supervisory engagement
- The track of recovery activity conducted with the competent supervisory authority of the counterparty's home Member State, treated as part of the recovery framework rather than as a separate matter.