1. Definitions

 In the Merchant Agreement, and in the Terms & Conditions, the following definitions shall apply:

3D Secure

The "Three-Domain Secure" protocol developed by Visa International Inc. (Visa) branded as "Verified by Visa" and "MasterCard SecureCode" developed by MasterCard International Inc. (MasterCard), including successive versions thereof and any amendments thereto.

Account Holder

Any person who is authorised to use a Payment Method issued to him.

Acquirer

A financial institution that is authorised by a Scheme Owner to enable the use of a Payment Method by accepting Transactions from merchants on behalf of the Scheme Owners, routing these to the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to the Merchant.

Acquiring via Adyen

Use of a Payment Method via Adyen where Adyen acts as the Acquirer or Adyen contracts with the relevant third party Acquirer on behalf of the Merchant to enable the use by Merchant of such Payment Method.

Adyen

Adyen N.V., a company registered with the Dutch Chamber of Commerce under number 34259528 and having its seat at Simon Carmiggeltstraat 6-50, 1011 DJ in Amsterdam, the Netherlands.

API

Application Programming Interface consisting of a direct secured internet connection between the Merchant's site and the Adyen environment via which Payment Details are sent.

Authorisation

The process whereby an Account Holder (or Merchant on Account Holder's behalf) requests permission for a Payment Method to be used for a particular purchase of Merchant's Service or Product. "Authorised" shall have the corresponding meaning.

Bank Account

The bank account held by an Eligible Merchant with Adyen on which funds owed by Adyen to the Eligible Merchant (credit) or by the Eligible Merchant to Adyen (debit) are administered and on which Adyen will Settle the funds for Transactions validly processed for the Merchant.

Business Day

A day other than a Saturday or Sunday on which banks are open for business in The Netherlands.

Capture Period

The period in which an Authorised Transaction can be Captured. The Capture Period varies per Payment Method.

Capturing

The confirmation by (or on behalf of) the Merchant to the Acquirer that a Transaction for which Merchant received an Authorisation is to be executed and the Account of the Account Holder is to be actually charged for the Transaction. "Captured" shall have the corresponding meaning.

Card

Any form of Credit Card or Debit Card, which may be used by a Cardholder to carry out a Transaction on a Cardholder's account.

Card Association / Card scheme

Visa, MasterCard, Discover or comparable bodies which provide Cards.

Card Verification Method / CVM Code

The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for Visa: CVV2; for MasterCard: CVC2; for American Express and Discover: CID. Collectively referred to as CVM Code.

Cardholder

Any person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorised user.

Chargeback

A Transaction which is successfully charged back on request of the Account Holder or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of which a Merchant has been paid or was due to be paid. If a Chargeback occurs for a Transaction in respect of which Merchant already received Settlement of the related funds, this results in the unconditional obligation for the Merchant to immediately return the Settled funds to Adyen, to enable Adyen to return such funds to the Scheme Owner or Acquirer.

Chargeback Fee

The fee charged by Adyen to the Merchant in respect of a Chargeback.

CNP or Card Not Present Transaction

A Transaction by a Cardholder where the Cardholder is not physically present at the point of sale at the time of the Transaction. CNP shall comprise MO/TO and E-Commerce Transactions.

Credit Card

Any form of credit card, which permits or enables Transactions on a Cardholder's account.

Customer Area

The secured interface on Adyen's website where Merchants can review and operate on their Transactions, profile and settings and find usage instructions, information regarding the Services and the Payment Methods.

Debit Card

Any form of debit card, which permits or enables Transactions on a Cardholder's account.

Delivery Date

The date on which the complete Merchant Product and/or Merchant Service is delivered to the Account Holder who paid for the corresponding Transaction.

Deposit Level

The minimum level of Deposit(s) set for the Merchant from time to time pursuant to these Terms and Conditions.

Deposit(s)

A sum of money held by Adyen, withheld by Adyen from funds to be Settled to the Merchant and/or separately deposited with Adyen by the Merchant on Adyen's request as security for Chargebacks, Fines and fees due to Adyen.

E-Commerce Transaction

A Transaction by an Account Holder where said Account Holder is not physically present at the point of sale at the time of the Transaction, and the Payment Details are presented to the Merchant or Adyen by the Account Holder by means of secure Internet communications.

Eligible Merchant

A Merchant which is deemed eligible to hold a Bank Account by Adyen (in its discretion) and, as such, is provided a Bank Account.

Fine

Any fine, uplifted service fee or other additional payment as imposed by the Scheme Owners and/or Acquirers to the Merchant and/or Adyen, as a result of situations such as, but not limited to, breach of Scheme Rules by the Merchant or caused by the Merchant, excessive fraud levels or excessive Chargeback levels.

Hosted Payment Pages

The Payment Interface where an Account Holder is redirected from the Merchant shopping site to a payment site hosted by Adyen, on which the Payment Details are entered by the Account Holder.

Inflation

The Euro Area Inflation (HICP All Items Euro Area) as found on http://ec.europa.eu/eurostat (or such future replacement website as may be used by Eurostat).

Interchange Fee(s)

The fee(s) set and charged by the Card Schemes (and in part passed on to the relevant Issuer) for processing and settlement of a Card Transaction. This fee shall include the assessment fees and any other scheme fees charged by the Card Scheme for the particular Transaction.

Issuer / Issuing Bank

An institution that issues Payment Methods to the Account Holder and whose name appears on the Card or bank account statement as the Issuer or who enters into a contractual relationship with the Account Holder with respect to the Payment Method.

Merchant

The company entering into a Merchant Agreement with Adyen and for which Adyen processes Transactions related to the Merchant Service and Merchant Products.

Merchant Agreement

The agreement between Adyen and the Merchant for the provision of the Services to Merchant, including the Terms and Conditions and all Schedules and other documents appended thereto by reference.

Merchant Product / Merchant Service

A product/service which the Merchant is selling and for which Transactions are processed.

MO/TO or Mail Order/Telephone Order Transaction

A Transaction by an Account Holder where the Account Holder is not physically present at the point of sale at the time of the Transaction, and the Payment Details are presented to the Merchant by the Account Holder by means of mail (not email), fax or telephone.

MSC / Merchant Service Charge

The fee that Adyen charges per Transaction for the use of the relevant Payment Method for that Transaction. This can be a percentage of the Transaction amount, or a fixed fee, or a combination of a percentage and a fixed fee. The Processing Fee is not part of the MSC.

Order Currency

The Currency in which the Transaction is originally offered to the Account Holder.

Payment Currency

The Currency in which a Transaction is processed.

Payment Details

The information which makes up a Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction by Adyen and to perform fraud checks, including details regarding the Card, the Account Holder, relevant authentication details and the payment amount.

Payment Instruction

Electronic instruction sent by an Eligible Merchant (or by an authorised third party acting on behalf of Eligible Merchant) to Adyen via the Customer Area to transfer funds from the Bank Account to another bank account.

Payment Interface

An electronic connection method provided by Adyen to the Merchant for providing the Payment Details for individual Transactions allowing Adyen to provide its Services with respect thereto.

Payment Method

A method of enabling payments by Account Holders to merchants such as Cards, online and offline bank transfers and direct debits offered by the Scheme Owners.

PCI DSS

The security standards for transmitting, processing or storing card data / payment details, known under the name PCI DSS, as required to be observed under the Scheme Rules of the Card Schemes. (www.pcisecuritystandards.org)

POS / Point of Sale Transaction

Transaction submitted for processing by a Cardholder via a POS Terminal where the Cardholder is physically present at the location of the POS Terminal

POS Terminal

Device designed to submit POS Transactions to Adyen by reading the relevant data on the Card, registering the approval of the Cardholder for the Transaction, encrypting the Payment Details and sending them via the public internet to Adyen for processing.

Processing Fee

The fee that Adyen charges for each Transaction submitted for processing to the Payment Interface, regardless of the Transaction amount and the type of Payment Method used.

Refund

A (partial) reversal of a particular Transaction, whereby the funds are reimbursed to the Account Holder on the initiative or request of the Merchant.

RFI or Request for Information

A request from Scheme Owner or Acquirer received by Adyen for more information about a Transaction, made available by Adyen to the Merchant in electronic form.

Scheme Owner

The party offering and/or regulating the relevant Payment Method.

Scheme Rule

The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which Merchant must comply when using the relevant Payment Method. As a service Adyen endeavours to make up to date versions available of the Scheme Rules applicable to the Merchant via the Customer Area, but only the then current applicable Scheme Rules as issued by the relevant Scheme Owner and/or the relevant Acquirer are binding on Merchant.

Service(s)

The collective set of payment processing, payment routing, fraud control, reconciliation, reporting, Settlement and/or other services as provided by Adyen to the Merchant to enable the Merchant to use Payment Methods to process Transactions, as well as providing a Bank Account to Eligible Merchants and any other services offered by Adyen to a Merchant under the Merchant Agreement.

Settlement

The payment of amounts by Adyen to the Merchant, owed with respect to settlements received by Adyen from Acquirers or Scheme Owners for Transactions validly processed for the Merchant, minus the amounts for Refund and Chargebacks, Transaction Fees and the amounts needed to keep the Deposit on the then current Deposit Level. "Settle" and "Settled" shall have the corresponding meanings.

Software

The collective set of programs and data developed and/or operated by Adyen as needed to provide the Service to its merchants, including the Payment Interface.

Terms and Conditions

The current version of these terms and conditions of Adyen.

Traffic

The profile of Merchant Transactions, including volume, spread across Payment Methods, geographical spread and other relevant information.

Transaction

An Authorisation request of an Account Holder for a payment from the Account Holder to the Merchant submitted by Merchant to Adyen.

Transaction Fee

The sum of Merchant Service Charge (MSC) and Processing Fee.

Uncompleted Order Amount

The total amount of Authorised, Captured and/or Settled Transactions for the Merchant on any point in time, for which the Merchant Products and/or Merchant Services have not been delivered to the relevant Account Holders at that time and/or for which the return rights or order cancellation rights of the Account Holder under the terms and conditions of the Merchant and/or applicable law have not yet lapsed.

Working Hours

From 09:00 CET to 18:00 CET on Business Days in the Netherlands, or such other hours as may be published by Adyen on the Customer Area.