Except where explicitly agreed otherwise in the Merchant Agreement, the Merchant Agreement is entered into for an indefinite period until it is terminated by either party by giving at least two (2) months' written notice to the other party.
Merchant has the right to terminate the Merchant Agreement immediately if:
- The Service availability in any given calendar month is less than 90%; and/or
- The SLA commitments in clause 6 are not met during two consecutive quarters.
Adyen has the right to terminate the Merchant Agreement and/or stop the processing or Settlement of Transactions for Merchant immediately in part or in whole if:
- The provision of Merchant's Services/Products is reasonably suspected by Adyen to be in breach with legislation in the country where the Merchant Services/Products are offered from or to;
- Merchant has materially changed the type of Merchant Services or Merchant Products without obtaining Adyen's prior written permission to use the Services for the new or changed types of Merchant Services or Merchant Products;
- Merchant materially breaches any of the terms of the Merchant Agreement, the Scheme Rules and/or applicable laws in the context of using the Services;
- An Acquirer or Scheme Owner demands Adyen to terminate or suspend providing Services to Merchant with respect to Payment Methods made available by such Acquirer or Scheme Owner to Adyen; or
- Adyen finds there are clear indications that Merchant is, or is likely to become insolvent and/or unable to provide a material part of the Merchant's Products and/or Services.