Adyen shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Agreement to another company in the Adyen group, (i.e., a company with at least 50% the same shareholders), without the prior consent of the Merchant by providing written notice to Merchant of such transfer.
13.2 NULL PROVISIONS
In the event that any provision in the Merchant Agreement (including the Adyen Terms and Conditions) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Merchant Agreement (including the Adyen Terms and Conditions) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic objective of the provision declared null and/or inapplicable.
13.3 ENTIRE AGREEMENT
The Merchant Agreement contains all the commitments between the parties and replaces all other prior contractual commitments between the parties. No representation, warranty or undertaking given by any of the parties to any of the other parties under the Merchant Agreement shall be of any force or effect unless expressly reduced to writing and repeated in the Merchant Agreement, and all implied or prior representations, warranties and undertakings are, save to the extent expressly set out in the Merchant Agreement, expressly excluded to the fullest extent permitted by law.
13.4 USE OF NAME OF THE PARTIES
The Merchant agrees that its name and standard logo (as published by the Merchant) may be included by Adyen on the Adyen client list on its website and in its sales materials. Adyen shall be entitled to use said list freely in its commercial efforts. Any other use of Merchant's name, logo or information shall only occur with Merchant's prior written approval which Merchant may withhold in its discretion.
The Merchant may on its website in the section "frequently asked questions", or in a similar informational section on its website, refer to Adyen as its payment service provider, explaining that this is the reason why the name Adyen may appear on bank statements of the customer. Merchant may also include an internet link to the website of Adyen in such context. Merchant may not mention Adyen on the home page of its website in any situation. Merchant must in each case also clearly state that customers of Merchant should not contact Adyen for support or questions regarding payments processed by Adyen for Merchant. Merchant may not use the logo of Adyen anywhere on its website without the prior express written approval of Adyen, which Adyen may refuse or withdraw in its discretion.
13.5 CHANGES TO THE TERMS AND CONDITIONS
Adyen may revise the Terms and Conditions from time to time by giving at least 30 days written notice to the Merchant via email or a notice in the Customer Area. If the change has a material adverse impact on Merchant and Merchant does not agree to the change, Merchant may give written notice of its objection to Adyen within thirty days after receiving notice of the change. If Adyen receives such notice, Adyen will contact Merchant to discuss the objections of the Merchant. If the Merchant continues to refuse to accept the change and Adyen refuses to withdraw the announced change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to Adyen (such termination notice to be sent at the latest 60 days after Merchant received notice of the change). Merchant is not entitled to object to and shall not have the rights set out in this clause for any change which Adyen implements in order to comply with applicable law or requirements imposed by the relevant Acquirers and/or Scheme Owners. For such imposed changes shorter notice periods may be applied by Adyen as is needed to comply with the relevant requirement.
13.6 DEVIATING TERMS
The applicability of Merchant's purchasing or other general terms and conditions is expressly rejected. If Merchant accepts a proposal made by Adyen (including a proposed Merchant Agreement) by issuing a separate written statement - for example a purchase order - which refers to the proposal and/or the Merchant Agreement, then additional or deviating terms or conditions contained in or referred to in such separate document shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by an Adyen board member. In any case the terms of the Merchant Agreement as proposed by Adyen, including the Adyen Terms and Conditions shall take precedence over any terms and conditions contained or referred to in any such acceptance document from Merchant.
13.7 ONLINE CONTRACTING – WRITTEN CONFIRMATION
In case Merchant has concluded the Merchant Agreement with Adyen via Adyen's website or via any other online means, Adyen may at any time request that Merchant re-confirms its acceptance of the terms of the Merchant Agreement (including these Adyen Terms and Conditions) by means of a written document signed by an authorised representative of the Merchant. If Merchant does not comply with such request within 5 working days after receiving a request by Adyen to do so (which request may be issued to Merchant via the contact email address submitted by Merchant when concluding the Merchant Agreement), Adyen reserves the right to suspend part or all of the Services until Merchant has complied with such request.
13.8 APPLICABILITY OF PAYMENT SERVICES DIRECTIVE
Title 7B of Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) and other laws and regulations implementing Directive (EU) 2015/2366 ("PSD2") or its predecessor, Directive 2007/64/EC ("PSD"), are not applicable to the extent it is permitted to deviate from relevant provisions in relationships with non-consumers, in accordance with Article 38 and 61 PSD2 (or Article 30 and 41 PSD).
Where Adyen provides payment services for the Merchant within the European Economic Area ("EEA") and where the Account Holder's payment service provider is located in the EEA, the parties hereby agree and confirm in accordance with article 62(2) of PSD2 that the Merchant shall pay the charges levied by Adyen and the Account Holder shall pay the charges levied by his payment service provider (i.e. the 'SHA' (shared) principle).