Adyen will invoice the Merchant monthly for the Services rendered. Invoices provide an overview of (i) the Transaction Fees and other costs and fees due for the past month, calculated on the basis of last month's Transaction volume, (ii) an overview of the Transaction Fees and other fees already withheld from the Settlements and (iii) where relevant the remaining amount due or credited to the Merchant. Amounts due or credited are subsequently added to or subtracted from the next Settlement to the Merchant or in absence of a next Settlement are payable or credited as applicable within 30 days of the invoice date. The invoice currency will be Euro (EUR) unless expressly otherwise agreed in writing.
Adyen provides electronic invoices as standard. Printed invoices or statements can be requested for subsequent invoices via the Customer Area (additional costs may be charged by Adyen).
Adyen shall be unilaterally entitled to raise the prices for its Services, with three (3) months prior notice. Said price increases shall only become effective for the Services rendered by Adyen starting at the end of the notice period. The Merchant may, however, during the three months' notice period, cancel the Merchant Agreement with Adyen for which the price increase is applicable by providing written notice to Adyen per the end of the three month notice period.
For the avoidance of doubt, this clause does not apply to any communicated increase of fees charged by the Acquirers or Scheme Owners for the use of their Payment Methods where such fees are not included in the fees charged by Adyen (e.g. in case the Interchange Fee is increased by the relevant Scheme Owner or Acquirer where an Interchange Plus pricing is agreed to apply) or due to changes in applicable laws.
Adyen shall be entitled to change its prices to adjust for inflation with as maximum last year's published Inflation. Said price change may be applied by Adyen only once annually and will be announced at least one month in advance. For an increase under this clause 3.3 the termination right referred to in clause 3.2 does not apply.
3.4 DEPOSIT LEVEL CALCULATION
Adyen shall set the Deposit Level to be applied by Adyen to account for and cover for the potential indebtedness of Merchant for fees, Fines and Chargebacks payable from Merchant to Adyen, based on Adyen's reasonably assessed then current estimate of the Uncompleted Order Amount, potential Fine exposure and other potential liabilities. Adyen has the right to adjust the Deposit Level in its discretion from time-to-time to bring it in line with its then current estimates. Upon Merchant's first request Adyen will inform Merchant of the information, estimations and assumptions and calculations used by Adyen to establish the then current Deposit Level.
3.5 DEPOSIT RESERVATION
The initial Deposit Level will be set by Adyen on the basis of the information provided by Merchant regarding its anticipated initial use of the Services when entering into the Merchant Agreement. Adyen may require Merchant to transfer the Initial Deposit to Adyen before it may start using the Services for commercial (so non-testing) purposes.
Adyen shall subsequently keep the Deposit at the Deposit Level by deducting funds from or adding funds to each Settlement. If at any point in time the Deposit drops below the then current Deposit level, Adyen may require Merchant to immediately transfer such funds to Adyen as is necessary to bring the Deposit in line with the then current Deposit Level.
After termination of the Merchant Agreement or after processing of Transactions is stopped, the Deposit shall be released by Adyen in monthly steps to the Merchant to account for the decrease in Uncompleted Order Amount, fraud exposure and/or Fine exposure until the full Deposit is released to the Merchant or where applicable, in part or in whole applied by Adyen to pay for Chargebacks, cover Fines or fraud claims or pay for unpaid Adyen fees due by Merchant. The Deposit will as standard be fully released to the Merchant 6 months after processing of Transactions for Merchant has stopped unless specifically identified potential liabilities still exist at that point in time.
3.6 MSC CALCULATION
For the 'Blend Fee' pricing structure for the MSC, Merchant acknowledges that the underlying Interchange Fee is calculated by Adyen based on Traffic characteristics provided by the Merchant and documented in the Merchant Agreement when agreeing the Blend Fee. If the actual Traffic differs materially from the figures provided by the Merchant, Adyen has the right to proportionally adjust the Blend Fee per direct, based on the actual then current Traffic characteristics. Reason for this is that certain types of Transactions (e.g. Transactions made with Credit Cards issued outside Europe for transactions with European Merchants) are charged at higher rates by the Card Schemes than similar Transactions with European issued Cards.
For the 'Interchange Plus' pricing structure, Merchant acknowledges that the actual MSC is calculated by Adyen based on the actual then current Interchange Fee per Transaction attracted by that Transaction, according to Card Scheme Interchange pricing which varies from time to time. The then current Card Scheme Interchange pricing level is published by the Card Schemes. In the Customer Area (internet links to) the then current published Interchange Fees are published.
The agreed MSC pricing structure is documented in the Merchant Agreement.
Merchant agrees with the withholding of any fees and other sums due to Adyen under the Merchant Agreement including Chargebacks and Fines from the Settlement amounts and including funds required to meet the then current Deposit Level requirements. If the Settlement amounts are not sufficient to cover amounts due to Adyen, the amounts remain due as per the due date as stated on the invoice and shall be paid separately by the Merchant within 30 days of the date of the relevant invoice.
Adyen has the right at any time to require immediate payment of sums or to set-off Merchant's debts to Adyen against Settlements to Merchant in the following cases:
- Refunds and/or Chargebacks in case the outstanding Refund and/or Chargeback amounts exceed the Settlement amount.
- Any amount required by Adyen to cover any (potential) liability of the Merchant under this Agreement.
- Any other charges or amounts due by Merchant under this Agreement including Fines from the Card Schemes.
Interest shall accrue on any unpaid amounts owed by the Merchant to Adyen at the rate of 1% per month.
All fees of Adyen are excluding applicable VAT, turnover and other taxes or levies which will be separately payable by Merchant where applicable to invoiced amounts or services.