Legal

Adyen for Platforms Sales Day Pay Out

These AfP Sales Day Payout Terms of Service (“Terms of Service”) stipulate a Service whereby Adyen will make funds available for successfully processed Transactions into Sub-Merchant Accounts per sales day irrespective of whether the funds are actually received by Adyen from the Acquirer or Scheme Owner. Accordingly, as long as Sales Day Payout is activated and subject to the terms of these Terms of Service and the AfP Agreement, Adyen will make the relevant daily Transaction volume available into Sub-Merchant Accounts on the agreed Payout Day (as defined below). This is in deviation from of Adyen’s standard pass-through payout, whereby Adyen makes funds available from every individual successfully processed Transaction into Sub-Merchant Accounts if and when the funds have been received by Adyen from the relevant Scheme Owner or Acquirer (“Standard Pass-Through Payout”).

Both Sales Day Payout and Standard Pass-Through Payout only relate to the Payout of funds into virtual accounts. For Payout into an external bank account, a separate Payout instruction should be provided in accordance with the AfP Agreement. These Terms of Service will form a part of the Adyen for Platforms agreement between the Marketplace and Adyen (“AfP Agreement”) and also automatically apply to any Marketplace Affiliates. Note, your specific Adyen for Platforms agreement and customer categorization (i.e. Marketplace) may be referenced by a different but similar name such as MarketPay agreement or Payment Facilitator agreement or Platform, Partner, PF, or other similar customer categorization. For the purposes of these Terms of Service all aforementioned categorizations are referenced herein as the AfP Agreement and Marketplace. These Terms of Service will supplement and where relevant replace the related terms in the AfP Agreement.

Adyen may update these Terms of Service from time to time to reflect technical developments or other updates to the AfP Sales Day Payout Service. If you wish to be notified of any such updates, you can subscribe to email updates at the bottom of this page. Last updated 16 December 2021.

  • 1. AfP Sales Day Payout Service

    • 1.1 Sales Day Payout Service

      Sales Day Payout” is the allocation of Captured Volume to virtual accounts on the Adyen Platform on the Payout Day, in accordance with the terms of these Terms of Service in respect of which:

      • the “Captured Volume” equals all amounts Captured on the Transaction Day for Transactions Acquired via Adyen (for supported Payment Methods as described in clause 3.1.2 below);

      • the “Transaction Day” is by default the period from 0:00 up to and including 23:59 hours in the time zone of the Marketplace’s merchant account on the Adyen platform (“Merchant Account”). Marketplace may request Adyen to set up a different 24-hour period as the Transaction Day; and

      • the “Payout Day” is the agreed Business Day after the Transaction Day (e.g. T+2).

      Note: as a result, the Payout Day for weekend days will be the same day as the Payout Day for the preceding Friday. For example, on T+2 the Payout Day will be Tuesday for the Captured Volume for Friday, Saturday and Sunday.

      Sub-Merchant Account” is the virtual account managed by Marketplace on behalf of the Sub-Merchant within the AfP environment.

    • 1.2 Payout Day

      The default Payout Day for all Transactions on a Merchant Account shall be as follows:

      • T+2 if at least 80% of the Transaction volume on the Merchant Account is processed in (a combination of) AUD, CAD, EUR, GBP, NZD, RON, SEK or USD and these Transactions are acquired in the country/region of the applicable currency,

      • T+5 If the Merchant Account is used for Acquiring Transactions in Japan (where supported by Adyen), or

      • T+3 in all other cases.

      Marketplace may request Adyen to delay the Payout Day.

    • 1.3 Activation of AfP Sales Day Payout

      • 1.3.1 Activation for Marketplace and Marketplace Affiliates

        Activation of Sales Day Payout may be requested by e-mail for Marketplace and any Marketplace Affiliates, in each case activation is subject to Adyen’s approval. Upon approval, activation and the Payout Day for the relevant Merchant Accounts will be confirmed immediately on the Customer Area or separately via email. Adyen will for any request in respect of Sales Day Payout (whether for activation, cancellation or otherwise) be entitled to rely on the Marketplace’s representative requesting activation being authorised to request such activation for Marketplace or Marketplace Affiliate.

        Only in case activation is requested for Hong Kong, the Marketplace or relevant Marketplace Affiliate represents and warrants that it has a paid-up share capital of not less than HKD 1,000,000 or equivalent currency (freely convertible into HKD).

      • 1.3.2 Transitional period (not applicable for new Merchant Accounts)

        Marketplace acknowledges that upon activation of Sales Day Payout for an existing Merchant Account, there will be a transitional period (usually the first week) during which funds made available in Sub-Merchant Accounts may still contain Transactions Captured before the activation of Sales Day Payout. On top of the Sales Day Payout report, the original reporting will continue to be provided for those Transactions and funds during the transitional period.

    • 1.4 Payout specification and reporting

      Adyen will make available to the Sub-Merchant Accounts on the Payout Day an amount equal to the Captured Volume, minus:

      1. All amounts for which a Refund was initiated on the Transaction Day; and

      2. All Marketplace Fees due in respect of Transactions on the Transaction Day; and

      3. The total balance of Chargebacks and Reversals (as defined below) at the Payout Day; and

      4. The total balance of other amounts due to be withheld, as instructed by Marketplace on behalf of Sub-Merchants, at the Payout Day (“Other Adjustments”).

      Refunds will be withheld in accordance with the split instructed by Marketplace and Chargebacks will be withheld from amounts made available to the Sub-Merchant.

    • 1.5 Right to switch to Standard Pass-Through Payout

      Marketplace may at any time request Adyen to cancel Sales Day Payout and switch to Standard Pass-Through Payout through the Customer Area or by email. Without undue delay after receipt of such request, Adyen will switch the relevant Merchant Account(s) to Standard Pass-Through Payout and confirm completion of the switch to Marketplace.

  • 2. AfP Sales Day Payout conditions

    • 2.1 Supported Payment Methods

      • 2.1.1 Payout through Adyen

        Adyen supports Sales Day Payout only for Payment Methods contracted and settled through Adyen (i.e. Adyen needs to be in the money flow).

        Adyen also supports Sales Day Payout for Payment Methods contracted by Marketplace directly (such as American Express), but where Adyen has agreed to provide Payout and reconciliation support. If Marketplace requests activation for such Payment Methods, after approval by Adyen:

        • Marketplace will need to supply Adyen with the agreed cost rates and Payout timelines based on the direct contract between Marketplace and the Payment Method before activation;

        • Adyen will apply such supplied cost rates for Sales Day Payout and, on a monthly basis, apply a true-up based on the cost rates actually applied for that month. The outcome of this true-up (which may result in a credit or a debit) will be specified and deducted from or added to the Marketplace virtual account; and

        • If the Payout timelines for such Payment Method lead (or are expected to lead) to a delay in the Payout Day in accordance with Clause 3.4, Adyen will notify Marketplace thereof before activation.

      • 2.1.2 Exceptional Payment Methods

        For certain Payment Methods where the relevant Acquirer or Scheme Owner structurally pays out numerous days later than the Payout Day or settles in an unpredictable manner (“Exceptional Payment Methods”), Sales Day Payout is not available. Funds processed using Exceptional Payment Methods will be made available to Sub-Merchant Accounts through Standard Pass-Through Payout, i.e. if and when the Payout funds are received by Adyen from the relevant Scheme Owner or Acquirer.

        If Exceptional Payment Methods are processed on the same Merchant Account as supported Payment Methods for Sales Day Payout, the Captured Volume for a Transaction Day will be made available on the Payout Day, while the Exceptional Payment Method Transactions will be made available if and when the Payout funds for the relevant Transaction are received by Adyen.

        If the Payout speed by the Scheme Owners for a supported Payment Method used by Marketplace deteriorates significantly, Adyen may also choose to qualify such Payment Methods as an Exceptional Payment Method by notifying Marketplace.

        The list of supported Payment Methods is available at https://www.adyen.com/legal/sales-day-payout/supported-payment-methods. All Payment Methods not on this list of Supported Payment Methods are Exceptional Payment Methods.

    • 2.2 Blend fee pricing for certain Payment Methods

      For certain Payment Methods (subject to change from time to time, currently including CUP Secure Pay, Discover Europe, Diners and JCB), the actual Interchange++ pricing for Transactions may not yet be known on the Payout Day. Therefore, Sales Day Payout will only be available for such Payment Methods if they are used on the basis of a “blend fee” pricing. If Marketplace requests Adyen to activate Interchange++ pricing for such Payment Method, Marketplace acknowledges that funds for such Payment Method will be made available in accordance with Standard Pass-Through Payout.

    • 2.3 No payment by Scheme Owner or Acquirer

      If (i) there are objective indications that the relevant Acquirer or Scheme Owner has defaulted, is likely to default or indicates that it will not pay-out funds in relation to Marketplace and/or its Sub-Merchants, or (ii) Adyen has not actually received the funds within 30 days after the Payout Day, then Marketplace will compensate Adyen for any funds already paid out to Sub-Merchants or Marketplace but not actually received by Adyen from the relevant Acquirer or Scheme Owner (“Reversal”). In the event of a Reversal, the parties agree that Adyen will affect such Reversal by deducting from / setting off against Marketplace’s virtual account at Adyen and/or the Marketplace’s Fees. Should the funds in Marketplace’s virtual account and/or the Marketplace Fees not be sufficient to cover for the Reversal, then Adyen will invoice Marketplace separately, which invoice is due and payable within 5 Business Days. In case the funds are received by Adyen from the Acquirer or Scheme Owner thereafter, Adyen will settle the received funds back into the virtual account of the Marketplace.

    • 2.4 Payout delays

      If more than 25% of the Captured Volume on a Merchant Account consists of Payment Methods that structurally settle to Adyen later than the Payout Day, Adyen will have the right to accordingly delay the Payout Day by one or more Business Days. Adyen will promptly notify Marketplace of such decision. This may, for example, happen in the following circumstances:

      1. Change in Payment Methods mix. If the Payment Methods mix and associated countries on the Merchant Account materially change or deviate from projections.

      2. Interregional settlement. Payment Methods may have slower settlement times in case of shoppers with Cards issued in a currency region/country different from the processing country registered with the Scheme Owners.

      3. Slower settlement by schemes. The settlement speed for a Payment Method deteriorates.

      In any case, if as a result of the actual settlement speed by Payment Methods, Adyen cannot facilitate the pay out for a single sales day due to insufficient funds on a Merchant Account level, Adyen will have the right to delay the Payout Day. Adyen will promptly notify Marketplace of such decision.

    • 2.5 Negative balance

      If the amount to be allocated to a Sub-Merchant Account on the Payout Day is negative, Adyen may in its discretion (i) set-off such negative balance against future incoming funds or the Marketplace’s virtual account or (ii) exercise any set-off right or other rights in accordance with the terms of the AfP Agreement.

    • 2.6 Insolvency or default

      Marketplace acknowledges and agrees that in case Adyen finds there are clear indications that Marketplace and/or a Sub-Merchant is, or is likely to become insolvent and/or a Sub-Merchant is unable to provide a material part of the Sub-Merchant’s Products and/or Services, any Captured Volume may be set-off by Adyen against Adyen’s claims under the Agreement on Marketplace and/or the relevant Sub-Merchant.