General Conditions for Advancements

• 1. General Provisions

  The Advancements is a service that allows the Merchant to receive payouts in a shorter timeframe than the standard provided by Scheme Owners.

  • 1.1. Optional Nature of the Request

    The Merchant may, at its sole discretion, request Advancements from Adyen. This request is optional, and the Merchant will not be penalized in any way for choosing not to request it. Adyen, in turn, is not obligated to perform any Advancement and may refuse any request at its sole discretion, without providing a justification, fine, or penalty.

  • 1.2. Commercial Conditions

    The commercial conditions for each Advancement, including the service fee, will be defined and agreed upon between the Merchant and Adyen on a case-by-case basis.

• 2. Advancement Procedures

  This Section 2 establishes the rules and procedures for the request, approval, and completion of Advancements between the Merchant and Adyen.

  • 2.1. Request and Analysis

    A request for Advancement may only be made only for transactions that have already occurred and have not yet been settled, and can be advanced for a portion or the entirety of the Receivables. The request must be submitted through one of the communication channels approved by Adyen and be made by  a representative of the Merchant with a pre-registered email address. Adyen may accept or decline the request in its sole discretion.

  • 2.2. Financial Conditions

    Adyen will inform the Merchant of the applicable Advancement Fee. The fee is calculated based on the amount to be advanced, the settlement period, and other criteria. Only net and available amounts can be advanced, after the deduction of Adyen fees, chargebacks, refunds, and fines.

  • 2.3. Settlement and Adjustments

    The payout of the net advanced amount into the Merchant's bank account serves as irrevocable and irreversible proof of final settlement. If the Merchant unduly receives a subsequent settlement for the same receivables after they have been advanced, it authorizes Adyen to make a debit adjustment to its Receivables position.

• 3. Validation and Responsibilities

  • 3.1. Validation and Cancellation

    The Advancement request, once submitted by the Merchant, cannot be canceled. For the request to be approved by Adyen, the Merchant must meet all of Adyen's security requirements (passwords, data confirmation, etc.). Adyen can block or cancel any request immediately and without prior notice in cases of suspected fraud or risk to the parties.

  • 3.2. Merchant's Responsibility

    The Merchant is responsible for the legitimacy of the advanced Receivables. In cases of refunds, debits, or chargebacks, the Merchant must reimburse Adyen through a deduction from the receivables position or, if necessary, within 72 hours.

• 4. Authorizations and Mandate

  This section details the authorizations the Merchant grants to Adyen for the execution of the Advancements service.

  • 4.1. Use of Partners

    To provide the service described in this Addendum, Adyen may use Partners to operationalize the Advancement. In this case, any and all interfaces for requesting information and execution will be performed by Adyen. Adyen will remain responsible for providing the Advancement to the Merchant and will be their primary point of contact.

  • 4.2. Authorization for Registration and Negotiation

    By this schedule, the Merchant authorizes and grants powers to Adyen to act in a restricted manner, with the sole purpose of fulfilling the requested Advancement. The Merchant, in particular, AUTHORIZES THE SUBMISSION OF INFORMATION RELATED TO ITS RECEIVABLES POSITION AND TO NEGOTIATIONS BACKED BY THE RECEIVABLES TO FINANCIAL ASSET REGISTRATION SYSTEMS MANAGED BY CENTRAL SECURITIES DEPOSITORIES, in accordance with applicable regulations.

  • 4.3. Grant of Mandate

    Exclusively to execute the purpose of this schedule, the Merchant nominates and constitutes Adyen as its mandatary, in accordance with Article 653 of the Brazilian Civil Code, and grants it the necessary powers to take any and all measures to facilitate the Advancement. This includes, without limitation, contracting with third parties for the early settlement of transactions through the assignment of credit rights or payment with subrogation, including by signing terms of assignment of Receivables.

  • 4.4. Credit Assignment and Subrogation

    To facilitate the Advancement, the Merchant agrees that Adyen may assign its credit rights to Partners. If a third party performs a payment with subrogation, the Merchant agrees that its creditor rights against Adyen will be transferred to this third party, in accordance with Article 347 of the Brazilian Civil Code.

  • 4.5. Information Sharing

    The Merchant expressly authorizes and acknowledges that Adyen may provide information to any Partner directly involved in the Advancement operation, to the extent that such sharing is necessary for the advancement to be completed. Adyen may also share with such a third party any evidence that the Merchant requested the advancement for the purpose of proving the validity of the transaction.