One-line summary: When chargebacks spike, acquirers often withhold payouts “for risk.” If an acquirer freezes merchant settlements, a growth-stage company can face a sudden cashflow shock. This guide explains the Turkish legal levers (TBK and Law No. 6502), card-network rules, the evidence you should gather, and the contract fixes—clear reserve formula, cure periods, dispute SLAs, and an independent audit trigger—that protect your runway.
Why this matters to growth-stage companies
A freeze on settlements can hit like a brick: payroll, supplier terms, and debt covenants all depend on predictable cashflow. The trigger is usually a short-term issue—marketing surge, delivery delays, a new product mix—that pushes chargeback or fraud ratios above the acquirer’s or the card networks’ thresholds. Without a negotiated framework, the acquirer may hold 100% of payouts until “risk normalizes,” which can take weeks or months. Your job is to convert an emotional “risk hold” into a measured, time-boxed mitigation.
The three pillars that shape acquirer behavior
1) Turkish contract law (TBK) — power with limits
Acquirers rely on risk clauses in standard contracts. Under the Turkish Code of Obligations (TBK), freedom of contract applies—but not without bounds. Clauses must be clear, reasonable, and proportionate, and general terms cannot grant limitless, indefinite powers without objective triggers. In practice, that means you can (and should) negotiate numbers, caps, and timelines. If not negotiated upfront, you can still argue proportionality and seek interim arrangements while you remediate chargebacks.
2) Turkish consumer law (Law No. 6502) — disputes start here
Most cardholder disputes arise from consumer expectations: late delivery, unclear returns, subscription ambiguity, or hard-to-reach customer support. Law No. 6502 sets the ground rules for distance sales, refunds, and consumer notices. If your processes are weak, chargebacks grow—forcing the acquirer to act. Strengthen 6502 compliance and you reduce the root cause of freezes.
3) Card-network rules (Visa/Mastercard) — thresholds drive action
Networks operate excessive chargeback/fraud programs with numeric thresholds (e.g., chargeback ratio as % of sales, absolute monthly counts, fraud basis points). Crossing those thresholds creates real costs and pressure for your acquirer. This is why they move quickly to reserves or freezes. The smart response is to anchor your contract to those same thresholds and graduated remedies, rather than broad “at acquirer’s discretion” language.
What to put on the table immediately (your evidence pack)
When an acquirer freezes merchant settlements, treat the next 48 hours like incident response. Bring organized, decision-grade data that turns a vague “risk concern” into quantified, fixable issues.
- Chargeback files: Reason codes, dates, amounts, SKUs/plans, proof packages (invoices, delivery or usage logs, customer messages).
- Ratios & trends: Weekly/monthly chargeback ratio, fraud ratio, 3-D Secure adoption, approval rate by market, average ticket size.
- Scheme notices: Any Visa/Mastercard program letters and your remediation plan with target dates.
- Reconciliation: Settlement reports vs. bank statements vs. general ledger; list any variances and how you fixed them.
- Root-cause analysis: What changed? New campaign, new country, courier backlog, subscription renewal logic? Show cause → fix → timeline.
Goal: Move the acquirer from “freeze everything” to “measured rolling reserve with release schedule,” tied to metrics you can repair.
The negotiation playbook (what to ask for and why)
1) Replace total freeze with a rolling reserve
- What it is: Hold back a small % of each day’s sales and release after 90 days (or another agreed window).
- Why it helps: Cash keeps flowing for operations, while the acquirer retains a cushion for potential losses.
- How to frame it: “We’re asking to shift from a full freeze to a [Y%] rolling reserve with [90-day] release.”
2) Write objective thresholds and cure periods into the contract
- Objective triggers: e.g., “If chargeback ratio exceeds 0.9% or fraud exceeds X bps, remedies step up.”
- Cure period: e.g., 10–30 days to implement fixes (force 3DS, improve refund flow, notify customers) before any increase in reserves.
- Why it helps: You get time to repair KPIs instead of facing an instant freeze.
3) Add dispute SLAs (measurable timelines, shared duties)
- For the acquirer: Time to request documents and to file representments.
- For you: Time to deliver evidence, with a clear checklist.
- Fairness term: If the acquirer’s missed SLA causes a lost case, the transaction does not count toward reserve math.
4) Include an independent audit trigger
- When it applies: If a reserve/freeze lasts beyond 60 days (or another set period).
- What happens: A jointly appointed reviewer (e.g., a Big-4 or respected payments firm) evaluates real fraud/chargeback exposure and recalibrates the reserve.
- Why it helps: Decisions shift from fear to facts.
5) Keep partial settlements flowing
- Define low-risk buckets: 3DS-authenticated transactions, confirmed delivery with signature/scan, digital goods with verified usage.
- Ask for a waterfall: Pay out low-risk buckets; reserve only what’s truly contested.
6) Cap the maximum reserve
- Why: Prevents “unlimited” cash drain.
- How: A numeric TRY cap and a % of gross sales cap, whichever is lower.
Sample clause language (plain English; adapt to Turkish law)
Use these as drafting starters for your acquirer or PayFac agreement.
A. Reserve formula and cap
If the chargeback ratio exceeds [0.9%] or fraud ratio exceeds [X bps], Acquirer may apply a rolling reserve up to [Y%] of gross sales, released on a [90-day] rolling basis. The total reserve shall not exceed TRY [amount] at any time.
B. Cure period and staged remedies
Before imposing or increasing a reserve, Acquirer provides [10 business days] written notice and accepts a remediation plan. During the cure period, the Parties implement 3DS enforcement, delivery confirmation, refund policy changes, or other reasonable steps. Only if KPIs remain above thresholds after the cure period may the reserve increase.
C. Dispute SLAs and fairness
Acquirer requests case documents within [T+2 business days] of chargeback notice; Merchant provides evidence within [T+5]; Acquirer files representment within [T+2] of receipt. If Acquirer’s missed deadline is the sole cause of a lost dispute, that transaction is excluded from reserve calculations.
D. Independent review trigger
If a reserve or hold remains in place for more than [60 days], the Parties appoint an independent reviewer to assess fraud and chargebacks. The reviewer’s findings will adjust the reserve percentage and release schedule within [5 business days].
E. Partial settlements
Transactions authenticated via 3DS, with confirmed delivery (scan/signature) or verified digital consumption, are paid in full and excluded from the reserve base. Remaining transactions may be reserved per the formula above.
Operational fixes that cut chargebacks at the root
Contract fixes protect cashflow. Operational fixes reduce chargebacks, which ends freezes faster.
- 3-D Secure by default: Use 3DS 2.x for most card-not-present flows. Keep exemptions only for proven low-risk segments.
- Plain returns and cancellations: A one-click returns portal, clear timelines, and instant refund acknowledgments. An easy merchant-initiated refund beats a chargeback every time.
- Delivery proof: For physical goods, use track-and-trace and delivery scans; for digital, create usage proof (login/IP, license activation, streamed content logs).
- Subscription hygiene: Pre-renewal reminders, easy cancel, and transparent pricing. Most subscription chargebacks are avoidable.
- Customer support SLAs: Under 24-hour first response, under 72-hour resolution. Train agents to offer refunds before a dispute escalates.
- Risk engine tuning: Velocity limits, device fingerprinting, geolocation checks, blacklists, and dynamic 3DS. Make rules explainable and auditable.
- Data room discipline: Keep all dispute kits, network notices, and weekly KPI dashboards in a shared folder. The faster you answer, the faster the freeze lifts.
Simple, investor-grade checklist (use before and during a freeze)
- Evidence ready: Chargeback files, weekly ratios, scheme notices, and reconciliation packs.
- Negotiation stance: Rolling reserve (not full freeze), partial settlements, numeric caps.
- Contract guardrails: Thresholds, cure periods, dispute SLAs, independent review trigger.
- Ops plan: 3DS enforcement, refunds/returns revamp, delivery/usage proof, support SLA.
- Weekly cadence: Standing call with the acquirer until ratios normalize; share dashboards.
FAQs (quick answers for boards and lenders)
Q: Why did the acquirer act so fast?
A: Because network programs penalize high ratios. The acquirer must show “risk action” to avoid their own fines or monitoring.
Q: Can we force them to release funds?
A: You can usually negotiate from full freeze to rolling reserve + partial settlements, especially if you provide clean evidence and a remediation plan tied to numeric thresholds.
Q: How long will this last?
A: With strong remediation (3DS + refund flow + customer comms) you can often normalize ratios in 4–8 weeks; the contract’s independent audit trigger helps prevent open-ended holds.
Q: What should we fix first?
A: Force 3DS, simplify refunds, and send renewal/delivery notices. Then tune the risk engine and clean up support SLAs.
Conclusion: Turn crisis into contract discipline
When an acquirer freezes merchant settlements, your objective is simple: restore predictable cashflow without ignoring genuine risk. Use Turkish contract principles (TBK) to demand clarity and proportionality, fix consumer-law gaps (6502) to reduce disputes at the source, align remedies with card-network thresholds, and hard-wire four controls into your contract: a clear reserve formula, cure periods, dispute SLAs, and an independent audit trigger. That combination protects runway today—and prevents the next freeze from derailing growth tomorrow.
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