2.1 PAYMENT PROCESSING
The Adyen Services deliver real time or near real time Transaction processing capability over the Internet with a high availability service level applying to the Payment Interface (as set out in clause 6). The Adyen Services include reconciliation services for Transaction Acquired and Settled via Adyen, to help match processed Transactions with settlements received from the relevant Acquirers and Scheme Owners. All Card Not Present Transactions shall be submitted to Adyen for processing through the Hosted Payment Page as Payment Interface, unless otherwise agreed in the Merchant Agreement. All POS Transactions shall be submitted to Adyen to the API by means of an Adyen approved POS Terminal, which complies with the requirements set out in clause 4.
If the relevant Acquirer or Scheme Owner settles related funds directly to Merchant (so not via Adyen), reconciliation services will not be available unless specifically agreed otherwise in writing by Adyen.
The Merchant is obliged to ensure all data that Adyen requests to be provided for a Transaction, including those needed for fraud checks, are provided with each Transaction submitted for processing by Adyen. If the Merchant fails to provide the requested data with each Transaction, Adyen has the right to immediately suspend Transaction processing. Adyen may revise the required data needed to process Transactions from time to time by giving notice to the Merchant via the Customer Area as needed to be able to process such Transaction and conduct fraud checks.
2.2 MERCHANT REGISTRATION AND KYC CHECK
In order to enable Adyen to comply with anti-terrorism, financial services and other applicable laws and regulations and KYC ('Know Your Customer') requirements imposed by the Scheme Owners and Acquirers, Merchant must when entering into the Merchant Agreement and thereafter on Adyen's first request, provide information about itself, its activities and its shareholders (the "Registration Information"). Merchant warrants unconditionally that all Registration Information it provides is correct and up to date.
Merchant will provide Adyen with at least three Business Days prior written notice of any change of the Registration Information. Merchant will on first request from Adyen provide such additional information and supporting documentation regarding its activities and identity and that of its shareholders as Adyen may reasonably determine to need to ensure compliance with applicable laws and regulations and Scheme Owner and Acquirer KYC requirements. Merchant agrees that Adyen may run further checks on Merchant's identity, creditworthiness and background by contacting and consulting relevant registries and governmental authorities.
Adyen's acceptance of Merchant as user of the Services and the relevant Payment Methods is strictly personal and limited to the use by Merchant of the Services for payment of Merchant's own products and services. Merchant may not use the Services to facilitate the payment for products or services sold by third parties and therefor may not resell the Services to third parties.
Support for each Payment Method is subject to acceptance by the relevant Scheme Owner or Acquirer used by the Scheme Owner, which such Acquirer or Scheme Owner may withhold or withdraw in its discretion at any time. Some Scheme Owners or Acquirers may require the Merchant to enter into a direct agreement with the Acquirer or Scheme Owner before the Merchant may use the relevant Payment Scheme. Merchant hereby authorizes Adyen to submit Registration Information received from Merchant to the relevant Scheme Owners and Acquirers to obtain permission for providing access to their Payment Methods for Merchant.
2.3 PAYMENT METHOD AND CURRENCY SUPPORT
Adyen will support the Payment Methods and Currencies as specified in the Merchant Agreement, as long as Adyen continues to support these in its general product portfolio. In case of: (i) materially different terms imposed by the relevant Scheme Owner or Acquirer; (ii) material malperformance by the relevant Scheme Owner or Acquirer (or reasonable ground for Adyen to expect such malperformance); (iii) reasonable grounds to doubt the credit worthiness of the Scheme Owner or Acquirer; or (iv) sharply increased costs for Adyen to offer the Payment Method due to new circumstances; then Adyen may decide in its reasonable discretion to stop supporting a particular Payment Method or make future support conditional on the acceptance by Merchant of additional conditions or fees. Adyen will give at least 1 month written notice of any discontinued or changed support of any Payment Method, unless this is not reasonably possible given the cause for this decision. Adyen will use its reasonable endeavours to offer an alternative for any discontinued Payment Method to the Merchant.
Merchant understands that Acquirers and/or Scheme Owners might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Adyen may be forced to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Scheme Owner. Where possible Adyen will use its reasonable efforts to give Merchant prior notice of any such change or cancellation with respect to the Payment Methods agreed to be offered under the Merchant Agreement. Adyen will on request of Merchant in such case reasonably assist Merchant in finding alternative Payment Methods available to Merchant or manners in which to (re-)gain the approval of the relevant Scheme Owner or Acquirer.
2.4 CARDHOLDER AUTHENTICATION METHODS
For all Transactions processed through the Hosted Payment Pages, 3D Secure authentication will be offered as option to use by the Merchant where supported by the Acquirer and Payment Method used in combination with the then current Software of Adyen.
2.5 ACCOUNT HOLDER PAYMENT CURRENCY
Adyen will have the right to offer the Account Holder the option to use a different Payment Currency than the Order Currency, in which case the Merchant will still always receive Settlement of the Transaction amount in the Order Currency (except in case another currency is agreed in the Merchant Agreement or the Merchant does not make a bank account available for Settlement in the Order Currency).
2.6 FRAUD CONTROL
All Transactions processed by the Adyen Services will be screened by the Adyen Fraud Control Tool, which performs a number of checks on the Transactions and attaches a resulting total score to each Transaction, which represents the likelihood of the Transaction being fraudulent. Merchant must configure the scoring values for the Adyen Fraud Control Tool via the Customer Area on the Adyen website to determine how the Adyen Fraud Control Tool will judge Transactions.
The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting total score, Transactions may be fraudulent or non-fraudulent.
Adyen reserves the right to change the scoring values as set by the Merchant in the Fraud Control Tool in case Adyen in its reasonable discretion on the basis of clear and objective indications judges these to pose an unacceptable risk for accepting fraudulent Transactions or creating increased Chargeback levels. (Adyen is not under any obligation to check these or any other setting made by Merchant in the Customer Area.) Furthermore, Adyen has the right to add new checks to the Fraud Control Tool or change existing checks without prior notice.
For some Payment Methods, Transactions can be cancelled by the Merchant after they have been Authorised. The final responsibility for accepting or rejecting a Transaction will remain with the Merchant. Adyen reserves the right to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction.
For some Payment Methods it is possible to ask for Authorisation of a payment (to check whether the Account Holder indeed has an account that can be charged for the payment amount) without immediately Capturing the Transaction. The prior Authorisation gives the Merchant some additional assurance that when Merchant Captures the Transaction, it will be Settled to the Merchant (and not blocked or subject to Chargeback). The Merchant is responsible for Capturing Transactions; this can be realised via the Customer Area or the API. Merchant understands that Authorised Transactions have a limited maximum Capture Period in which they can be Captured which is set by the Issuing Bank or the relevant Scheme Owner. Beyond the applicable Capture Period, the additional assurance granted by the prior Authorisation is no longer valid, increasing the chances of the Capture not leading to a successful Settlement of the related payment. It is Merchant's responsibility to check the applicable Capture Period via the Customer Area to ensure it timely Captures Authorised Transactions. Merchant should generally take into account that the Capture Period can be as short as 5 days after Authorisation.
Subject to the Deposit being at the applicable Deposit Level, funds from the Account Holders charged for the validly processed Transactions of the Merchant which are Acquired via Adyen are paid by the Acquirer or the Scheme Owner to Adyen, who will subsequently Settle received funds to the Merchant.
Adyen is only obliged to provide Settlement of Transactions for which it has received settlement(s) by the Acquirer or the Scheme Owner. It is Merchant's responsibility to evaluate if the conditions imposed by the Payment Methods for settlement (as communicated from time to time via the Customer Area and/or by the Scheme Owners themselves via their websites and other communication channels to the Merchant) are acceptable to the Merchant.
This is specifically relevant for the Merchant to take into account with respect to Payment Methods that are not monitored and regulated by governmental financial services authorities such as but not limited to non-Card Scheme related prepaid cards and SMS and IVR payments. Merchant understands and agrees that Adyen will not compensate Merchant for late or non-performance, insolvency or bankruptcy of the Acquirer or Scheme Owner due to which Merchant receives late Settlement or no Settlement at all for processed Transactions.
Adyen reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to be fraudulent, related to illegal activities or likely to become subject to a Chargeback by Adyen and/or the relevant Acquirer and/or Scheme Owner, until satisfactory completion of Adyen's investigation, that of the relevant Acquirer or Scheme Owner or that of a third party nominated by any of these parties. The Merchant will give its full co-operation to any such investigation.
No interest will be due over amounts held by Adyen prior to Settlement of such funds to the Merchant, except in case Settlement is delayed for more than 30 days due to the intent or gross negligence of Adyen. In such case interest will be due by Adyen over the late Settled amount at the rate of the 3 month EURIBOR rate +2%.
2.9 REQUIRED DATA
Merchant shall from time to time on the first request of Adyen provide all required information regarding the then current actual or expected Delivery Dates for processed Transactions and estimates for the average time between Transaction Authorisation and the related Delivery Date. Further Merchant shall provide Adyen on its first request with all requested information on Merchant's then current ability to provide the Merchant Products and Services, its financial status, solvability and liquidity.
This information is used by Adyen to estimate the likely Uncompleted Order Amount as used to determine the Deposit Level as per clause 3.4. In case Adyen has reasonable grounds to question (i) the accuracy or reliability of the information regarding Delivery Dates and/or (ii) Merchant's financial stability and/or (iii) its ability to provide the Merchant Product and/or the Merchant Services to the Account Holders, Adyen may in its discretion take this into account in estimating the Uncompleted Order Amount for setting the Deposit Level. Adyen will not take such action arbitrarily and will where reasonably possible (considering the grounds and urgency of the adjustment) request and consider Merchant's input on Adyen's amended assessment of the Uncompleted Order Amount before using it to amend the Deposit Level.
2.10 MERCHANT OBLIGATIONS AND RESTRICTIONS
Merchant may only use the Services for payment of those Merchant Products and Services which Merchant registered for when entering into the Merchant Agreement with Adyen as reflected in the Merchant Agreement. The acceptance by Adyen of Merchant as customer is strictly linked to the description of Merchant's Products and Services Merchant registered for when entering into the Merchant Agreement. Merchant must ask prior written approval for any change or addition to the Merchant's Products and Services prior to submitting payment requests therefor.
The Merchant shall not use the Services for the payment of Merchant Products and/or Merchant Services where it is illegal to offer or provide these to or from the relevant country and/or which are stated in Adyen's Prohibited and Restricted Products and Services List. Merchant may obtain a written waiver for Products and Services in the 'restricted' section of this list, but such waiver may be revoked by Adyen in its discretion. This list may be updated in Adyen's discretion where needed to ensure legal compliance, compliance to Scheme Rules, prevent high levels of Chargebacks, reputational risks and/or to reduce exposure to potentially fraudulent or illegal transactions. Merchant will be informed of updates of this list by Adyen publishing an updated list in the Customer Area. Where a published change affects a significant portion of the Merchant's Product or Services, Merchant may terminate the Merchant Agreement by giving written notice to Adyen.
Adyen's acceptance of Merchant as customer should not be interpreted as an advice or opinion of Adyen as to the legality of Merchant's Products and Services and/or of Merchant's intended use of the Services therefore. Merchant is and remains solely responsible to ensure the Merchant Products and Services sold are compliant with the Scheme Rules and applicable laws in its country of origin and the countries it customers are based in. Further some Payment Methods apply additional restrictions as set out in the applicable Scheme Rules which Merchant must at all times ensure compliance with.
The Services of Adyen may not be used (and Transactions may not be submitted for processing) for prepaying Merchant Products and Services for which the Delivery Date is in part or in whole more than 12 months after the date the Transaction is submitted for processing.
For E-commerce Transactions, Merchant is obliged to provide on its website the following information to an Account Holder for every Transaction: complete description of the goods or services offered, returned merchandise and refund policy, customer service contact (including email address and/or telephone number), address, delivery policy, Merchant's consumer data protection policy and all other legally required information to be provided to the Account Holder in the relevant jurisdiction.
The Merchants must maintain a copy of all electronic and other records related to the Transaction and the ordering and delivery of the Merchant Product and Services for the greater of (i) 2 years subsequent to the Transaction being processed or (ii) the applicable warranty period of the delivered Merchant Product and Services. The copy of the records shall include, but not be limited to: shipping details (if relevant), invoices for the delivered Merchant Product and Services and all contacts with the Account Holder. In case of investigations by Adyen, the Acquirers and/or the Scheme Owners with respect to Chargebacks, suspected fraud or other RFI's from the Scheme Owners, Merchant will fully co-operate in the auditing of such records. Merchant's obligations to maintain documentation of its business according to applicable laws remain unaffected by this clause.
Merchant shall not honour delivery address changes for any Transaction after requesting the Authorisation.
2.11 WARNING – FINES SCHEME OWNERS
For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners (and in particular the Card Schemes) can levy significant Fines, ranging from 25.000 Euro to over 1 million Euro. The Scheme Owners do this to protect the Account Holders, Merchants and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs. Key examples of Scheme Rules which are subject to such Fines: (i) using the Payment Method for other Merchant Products and Services than for which the Merchant received express authorisation to use it for; (ii) using the Payment Method for Merchant Products and Services which are violating applicable laws; (iii) using the Payment Method for selling Merchant Products and Services for which the Scheme Owner explicitly prohibited its use (e.g. adult content, drugs, arms, gambling); (iv) using the Payment Method for the benefit of a third party / reselling the use of the Payment Method to a third party (the authorisation for Merchant to use a Payment Method is strictly personal); (v) percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level (see clause 7.1 for more information on this); (vi) breaches of security and confidentiality obligations with respect to Payment Details (see clauses 4.1 and 4.2 for more information on this); (vii) fraudulent, misleading activities of which Account Holders are the victim.
Via the Customer Area more detailed information on then current applicable Fines and Scheme Rules is available for Merchant. Merchant is strongly advised to regularly review the then current Scheme Rules and relevant changes to applicable laws as applicable to its Merchant Products and Services and business practices to ensure their compliance to applicable Scheme Rules. Adyen assists Merchant in this by providing access to and summaries of applicable Scheme Rules via the Customer Area. Where Merchant finds the Scheme Rules (including Fine possibility) to be unacceptable, Merchant is free at any point in time to stop using the relevant Payment Method (the Scheme Rules and these terms remain applicable to previously processed Transactions for Merchant).
Where Adyen becomes aware of and/or received any notice of a potential exposure to a Fine related to any Merchant behaviour, Merchant will on first request provide all reasonable co-operation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of Adyen in such situation as per the Adyen Terms and Conditions. Where possible Adyen will share relevant feedback received by Merchant with the Acquirer/Scheme Owner handling the potential Fine so it can be taken into consideration by the Acquirer / Scheme Owner. If Fines are applied for Merchant violations, these may be invoiced by the Scheme Owners and/or the relevant Acquirer to Adyen as their contracting party (for the benefit of the Merchant). Merchant shall fully indemnify and hold Adyen harmless from any Fines applied by the Scheme Owners as a result of Merchant's breach of the terms of the Merchant Agreement and/or the Scheme Rules.
2.12 BANK ACCOUNT (FOR ELIGIBLE MERCHANTS ONLY)
Adyen may open a Bank Account for a Merchant which is an Eligible Merchant. The Merchant agrees that the Bank Account shall be used only for commercial or business purposes, and not for personal, family, or household purposes.
Outgoing funds transfers
By default, subject to the Deposit being at the applicable Deposit Level, any credit balance on the Bank Account will each Business Day be automatically transferred to the Merchant's designated contra bank account(s) held with a third party bank ('sweepings'). If and to the extent necessary, the Merchant hereby authorises Adyen to execute sweepings from the Bank Account to the Merchant's designated contra account(s).
Adyen may also grant Merchant the option to initiate a funds transfer from the Bank Account by submitting a Payment Instruction to Adyen or by instructing a third-party payment initiation service provider to issue a Payment Instruction on Merchant's behalf.
Adyen may also grant the Merchant the option to set its own sweeping settings (including the frequency of sweeping and the bank accounts to which funds transfers will be made) for the Bank Account.
The Merchant may obtain rectification of an unauthorised or incorrectly executed automated sweeping or Payment Instruction from Adyen only if the Merchant notifies Adyen without undue delay on becoming aware of any such unauthorized or incorrect transfer, and no later than 6 months after the debit date.
Date of receipt of a Payment Instruction
If Adyen receives a Payment Instruction from the Merchant after the end of the Working Hours of a Business Day, this Payment Instruction will be deemed to have been received on the following Business Day.
The Merchant and Adyen may agree that execution of a Payment Instruction shall start on a specific day or at the end of a certain period or on the day on which the Merchant has put funds at Adyen's disposal, in which case the time of receipt of the Payment Instruction will be deemed to be the agreed day. If the agreed day is not a Business Day for Adyen, the Payment Instruction received shall be deemed to have been received on the following Business Day.
No debit balance
Adyen will not allow the Bank Account to be debited by the Merchant if the Deposit is not at the applicable Deposit Level. The Merchant agrees that Adyen has the right to debit the Bank Account to bring the Deposit to the applicable Deposit Level. Unless otherwise agreed between Adyen and the Merchant, the Bank Account shall always have a credit balance and no debit balance shall be permitted.
The Bank Account has a multi-currency structure, such that multiple currencies can be administered on the same Bank Account (with the same International Bank Account Number, "IBAN"). The default currency is Euro, unless otherwise agreed between Adyen and the Merchant.
The Bank Account will carry interest in the following way. Interest will be paid on amounts that are credited on the Bank Account for longer than 2 Business Days. This means that interest will be calculated on a daily basis, based on the 'End of Day' balance of that day minus the credited amounts on the Bank Account over the most recent 2 days (that day and the day before). The interest rate will be calculated on the basis of the shortest term interbank reference rates plus a margin (which can be positive or negative), as communicated by Adyen from time to time.
2.13 RIGHT OF SET-OFF
Without prejudice to any right to set-off which Adyen may be entitled to as a matter of law, Adyen may set-off any amounts due to the Merchant or standing to the credit of the Bank Account against any amounts owed or other liabilities of the Merchant, now or at any time hereafter due, owing or incurred by the Merchant to Adyen under, in connection to, or pursuant to the Terms and Conditions and/or the Merchant Agreement. This right of set-off includes but is not limited to the situation where proceedings are initiated for the winding up, bankruptcy or dissolution of the Merchant (or similar proceedings). Adyen may also set-off if: (i) Adyen's debt is conditional or not due; and/or (ii) the Merchant's debt is not due.
The Merchant will be informed of Adyen's use of its set-off rights. Claims expressed in different currencies will be set-off at the prevailing exchange rate(s) at the date of set-off.