Adyen General Banking Terms

• 1. Applicability

  1.1 These general terms (“Terms”) apply to your use of the Bank Account Services and form an integral part of the Bank Account Agreement (as defined below) between you (“User", also referred to as “you” or “your”) and Adyen N.V. and when required its local affiliates, branches, successors and assignees (referred to as “Adyen”, “we”, “us”, or “our”). Collectively, you and Adyen are referred to as the parties (“Parties”, and each a “Party”).

  1.2. Adyen’s bank account services allow you to open and use a business bank account with Adyen, subject to the Bank Account Agreement and these Terms (the “Bank Account Services”). Please ensure you understand the associated rights and obligations outlined in these Terms before requesting an Adyen Bank Account.

  1.3. The “Bank Account Agreement“ will mean the underlying agreement or addendum between you and Adyen in respect of the Bank Account Services in which these Terms are included by reference, including (i) any schedules or addenda thereto, as amended from time to time; (ii) these Terms, including any schedules or addenda thereto, as amended from time to time; (iii) disclosures provided to you when you open the Bank Account; (iv) any other disclosures, terms, statements and notices relevant to your Bank Account we may provide from time to time including for other Adyen services and products; (v) Adyen’s Privacy Policy (available at: www.adyen.com/privacy-policy); and (vi) periodic statements and any notices delivered with your Bank Account statements.

  1.4 The Bank Account Agreement, as amended from time to time, constitutes the legal, valid, binding and enforceable obligations governing your Bank Account and Bank Account Services.

  1.5 In case of conflict between any of the provisions of the Bank Account Agreement and these Terms, the Bank Account Agreement will supersede and control. In case of conflict between the Bank Account Agreement and other service agreements applicable between the Parties, the Bank Account Agreement will supersede and control only with regard to the Bank Account Services.

  1.6 These Terms will continue to apply until the Bank Account Agreement is terminated, subject to any post-termination and survival provisions in the Bank Account Agreement including Clauses 15.4 and 15.5 hereof.

  1.7 By entering into the Bank Account Agreement and using our Bank Account Services, you acknowledge that you understand these Terms and you agree to be bound by the most recent version of these Terms as notified to you or as published by us from time to time on https://www.adyen.com/legal/general-banking-terms. We will provide an electronic or paper copy of the latest version of these Terms at your request. In consideration of the promises and the representations, warranties, covenants, agreements, and conditions below and as set forth in the Bank Account Agreement, the Parties hereby agree to be bound by the terms and conditions set forth in these Terms and the Bank Account Agreement.

• 2. Definitions

  Adyen, also referred to as we, us, or our, has the meaning set forth in Clause 1.1.

  Adyen Intellectual Property has the meaning set forth in Clause 11.1.

  Affiliate(s) are entities in the same corporate group as you, i.e., entities that Control you, are Controlled by you, or are under common Control as you. We define Control as where one entity directly or indirectly owns 50% or more of the outstanding voting rights in another entity or in any other way can exercise management control over the other entity.

  API means the application programming interface through which Adyen and you securely communicate relevant information and instructions.

  Applicable Law means any law, statute, regulation, rule, including Scheme Rules, ordinance, or subordinate legislation applicable to the relevant obligation, activity, or status of the relevant Party in the relevant region, including as applicable, Privacy Laws, economic sanctions laws, embargoes, and any directive, policy, rule, guidance, or order that is binding on the relevant Party for the relevant activity or obligation in the relevant region and that is made or given by a legislative or regulatory authority of any national, federal, commonwealth, state, provincial, or local jurisdiction.

  Bank Account means the business bank account issued by Adyen to you for the purpose of receiving and initiating incoming or outgoing fund transfers, subject to the Bank Account Agreement and these Terms.

  Bank Account Agreement or Agreement has the meaning set forth in Clause 1.3.

  Bank Account Services has the meaning set forth in Clause 1.2.

  Business Administrator has the meaning set forth in Clause 5.3.

  Business Day means a day (other than a Saturday or Sunday) on which local banks are open for general business.

  Collateral means (i) any present and future right, claim or receivable both actual and contingent, vis-a-vis Adyen; (ii) any accessory right; and (iii) any ancillary right, in each case in relation to any Bank Account.

  Communications has the meaning set forth in Article 13.

  Confidential Information has the meaning set forth in Clause 11.2.

  Current Version has the meaning set forth in Article 13.

  Customer Area means Adyen’s secured web portal which allows you to configure user and account settings, operate the Bank Account, and to receive Communications and other relevant information and/or terms from Adyen regarding the Bank Account Services.

  DGS has the meaning set forth in Clause 3.3.

  Dormant Account has the meaning set forth in Clause 4.9.

  Electronic Payment means a transfer of funds via (i) wire, (ii) ACH (Same Day and Standard), the Federal Reserve FedNow® Service (FedNow) and/or The Clearing House’s Real Time Payments (RTP) for the U.S., or (iii) the relevant fund Transfer Networks for the EEA and the UK offered by Adyen from time to time and as further set out in Clause 4.3.

  Eligible Deposits means the movement of funds into a Bank Account by way of (i) Settlement Amounts, (ii) Electronic Payments, (iii) ACH, SEPA and BACS direct debit, and (iv) any other means of deposit approved by Adyen from time to time.

  Enforcement Event means you are in default of the Secured Obligations, you have been notified of such default by Adyen, and (i) you have not remedied such default within three (3) Business Days; or (ii) the default is not capable of being remedied.

  Escheat has the meaning set forth in Clause 4.9.

  FDIC has the meaning set forth in Clause 3.4.

  Force Majeure Event means any act or event beyond the reasonable control of a Party that materially affects a Party’s ability to perform its obligations under the Bank Account Agreement, including, but not limited to, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, civil commotions, fire or other casualty, governmental act, action or inaction, closure of governmental offices, internet or infrastructure failures, act(s) of war, terror or terrorism, or industry-wide disruption in the supply chain. It is understood that a lack of financial and/or other resources will not be considered a Force Majeure Event.

  FSCS has the meaning set forth in Clause 3.3.

  Insolvency or Insolvent means any of the following events: (i) any bankruptcy, insolvency, moratorium, winding up, liquidation, cessation of business operations, judicial reorganization proceeding, dissolution, receivership, administration, or other similar proceeding by or against a party, or (ii) if a party commences negotiations for or enters into an agreement to any assignment for the benefit of creditors.

  KYC Information has the meaning set forth in Clause 5.2.

  Legal Action has the meaning set forth in Article 9.

  Multi-Factor Authentication or MFA means the security and/or (where applicable) regulatory requirement to ensure that Payment Instructions and/or account access are performed with authentication methods based on two or more elements categorized as (i) possession – something only you possess (such as a personal uniquely identifiable device), (ii) knowledge – something only you know (such as a password or code) and/or (iii) inheritance – a unique physical characteristic (such as a biometric fingerprint), to increase the security and reduce fraud of online payments. Multi-Factor Authentication will be understood to also cover any ‘Strong Customer Authentication’ requirements under Applicable Law.

  Payment Instruction means the electronic instruction sent by you to Adyen by using (i) Adyen’s Customer Area or otherwise via API, or (ii) other means provided or procured by Adyen, to transfer funds from the Bank Account to a third-party bank account or card, including any cancellation thereof.

  Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, as defined in applicable Privacy Laws.

  Privacy Laws means all laws, regulations, and rules applicable to processing of Personal Information by a Party, as amended from time to time, including but not limited to the EU Regulation 2016/679 (GDPR)., Cal. Civ. Code §§ 1798.100 et seq., the California Privacy Rights Act of 2020, Colo. Rev. Stat. §§ 6-1-1301 et seq., Connecticut’s Data Privacy Act, Utah Code Ann. §§ 13-61-101 et seq., and VA Code Ann. §§ 59.1-575 et seq; and the UK Data Protection Act 2018.

  Recipient Party has the meaning set forth in Clause 6.4.

  Secured Obligations means all (i) present and future liabilities, and (ii) contractual and non-contractual obligations, in each case consisting of monetary payment obligations of you to Adyen, at any time, both actual and contingent and whether for principal, cost, interest, or otherwise in connection with the Bank Account Agreement.

  Settlement Amounts means amounts relating to transactions processed for you in respect of Adyen’s acquiring services or the other payment methods offered by Adyen settled to you pursuant to other service agreement(s).

  Scheme Rules means 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, that merchants and payment service providers must comply with when using the relevant payment method.

  Taxes has the meaning set forth in Clause 6.4.

  Terms means these general terms and conditions applicable to our Bank Accounts and Bank Account Services.

  Third-Party Service Providers means third-party service providers, including account information service providers and/or payment initiation service providers, that have obtained your authorization and meet and comply with the relevant regulatory, technical and security standards and requirements under Applicable Law to access your Bank Account and/or initiate payments from your Bank Account.

  Transfer Network has the meaning set forth in Clause 4.2.

  Transfer Network Rules has the meaning set forth in Clause 4.2.

  User or you or your has the meaning set forth in Clause 1.1, also referred to as ‘Merchant’, ‘Bank Account Holder’ or similar designation in the Bank Account Agreement.

  Withholding Party has the meaning set forth in Clause 6.4.

• 3. The Bank Account

  • 3.1 Business Bank Account

    You may use your Bank Account after we have accepted you as a customer subject to the Bank Account Agreement, and after we have provided you with a written confirmation thereof. You and/or your Business Administrators may only use the Bank Account for business purposes, and explicitly not for personal, family, or household use. By requesting, and continuing to use a Bank Account, you represent and warrant that you and/or your Business Administrators are acting within the scope of business purposes only.

    We may set a maximum number of separate Bank Accounts per user. We may change the maximum number of separate Bank Accounts by notifying you at least fifteen (15) calendar days in advance.

    We provide the Bank Account Services in conjunction with certain payment, acquiring and/or card issuing services, unless we agree otherwise.

  • 3.2 Bank Account Statements

    3.2 We will provide you with periodic Bank Account statements and other relevant Bank Account information through online means, which may include your Customer Area, API or other type of secured information sharing protocols (e.g. SFTP).

  • 3.3 DGS and FSCS

    Applicable to EEA and UK Users only:

    Deposits held by Adyen in connection with the Bank Account Agreement are subject to the Deposits Guarantee Scheme (“DGS”) for Bank Accounts of Users in the EEA or the Financial Services Compensation Scheme (“FSCS”) for bank accounts issued in the United Kingdom. Where applicable, relevant information is provided in depositor information sheets provided to you as part of the Bank Account Agreement for Bank Accounts issued in the EEA and UK respectively.

  • 3.4 No FDIC Insurance

    Applicable to U.S. Users only:

    Adyen Bank Accounts in the U.S. are not insured by the Federal Deposit Insurance Corporation (“FDIC”) and are not guaranteed by the Federal Government.

  • 3.5 Currency and Foreign Exchange

    The Bank Account can be a single or multi-currency, limited purpose, transactional account. A multi-currency Bank Account allows you to administer multiple currencies on the same Bank Account number whereas a single currency Bank Account only allows one currency to be administered on the Bank Account. The relevant account currency / currencies for your Bank Account are agreed between the Parties.

    You accept that if the Bank Account is debited or credited in a currency other than the agreed currency/currencies, we will without further notice to you convert the funds using a (daily) exchange rate that is determined in our sole discretion, from time to time, based on factors such as market conditions and risk, economic and business considerations. A list of supported currencies and the current exchange rates that we apply are available to you upon request. We may make changes to the exchange rates with immediate effect and without notifying you in advance. If you require currency conversion of the funds in your Bank Account and Adyen agrees to do so, Adyen will convert your funds in accordance with the foregoing.

  • 3.6 No Overdraft

    You acknowledge and agree that it is not permitted to overdraw your Bank Account and that unless otherwise determined, it is not possible to have a negative balance on the Bank Account. You can only initiate a Payment Instruction if there are sufficient funds in the Bank Account and you agree that Adyen may refuse to process a Payment Instruction if the available balance in your Bank Account is insufficient. Unless otherwise agreed, Adyen will not provide you with any form of credit or loan as part of the Bank Account Services. In case the Bank Account nonetheless goes negative, the repayment of the negative balance will be due immediately and Adyen reserves the right to (i) withhold such amount from your next deposit, (ii) set-off those amount whenever your funds become available in the Bank Account or any other account held by you with Adyen, (iii) exercise any other rights provided in these Terms and the Bank Account Agreement, including its set-off rights, or (iv) exercise any other right we may have under Applicable Law.

    We will provide at least thirty (30) days written notice if we decide to start offering overdraft, or start charging for negative balances, in which case Adyen reserves the right to charge fees as communicated to you in separate pricing information disclosures or agreements for your Bank Account as communicated by Adyen and the payment of such fees will be subject the repayment rights and obligations set out in the Bank Account Agreement and these Terms.

    Without limiting any other rights Adyen may have against you, in the event you fail to pay the amount of any overdraft or other negative balance, Adyen reserves the right to take any legal action in accordance with Applicable Law to collect any outstanding amounts due, including by using third-party debt collecting agencies. If we refer your overdrawn account to an attorney for collection, you agree to pay all reasonable expenses, including, but not limited to, reasonable attorney's fees and court costs incurred by us as a result of your Bank Account being overdrawn.

  • 3.7 Disclaimers; No Warranties

    You acknowledge and agree that the Bank Account Services are provided “as is” and “as available” and that Adyen does not provide any warranty for uninterrupted or error-free use. From time to time, the Bank Account Services may not be available or inoperative. When this happens, you and your Business Administrator(s) may be unable to access or use the Bank Account or obtain information about the Bank Account. You agree to notify Adyen if you have any problems using the Bank Account. You agree that Adyen, including any of its affiliates, employees or agents, will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor will Adyen, including any of its affiliates, employees or agents, be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, acts or omissions of any third-party banks, computer viruses or Force Majeure Events.

    EXCEPT FOR ANY EXPRESS WARRANTIES WE PROVIDE IN THE BANK ACCOUNT AGREEMENT AND THESE TERMS, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE BANK ACCOUNT OR RELATING TO OR ARISING OUT OF THE BANK ACCOUNT AGREEMENT AND THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

    EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS CLAUSE 3.7 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  • 3.8 Linked Products and Services

    You may be eligible to receive other products or services linked to your Bank Account (e.g. card issuing). The terms and conditions of such services are agreed separately between the Parties and may affect the functionalities of your Bank Account and your use thereof.

• 4. Transacting with your Bank Account

  • 4.1 Account Funding and Use

    We are not required to provide notice each time you receive an Eligible Deposit, instead you can review transactions through the Customer Area. We may reject or screen Eligible Deposits and we may temporarily freeze or return funds or otherwise reverse Eligible Deposits (i) at our reasonable discretion, (ii) in accordance with the Bank Account Agreement, including these Term, or (iii) if we reasonably believe the Eligible Deposit does not comply with Applicable Law, such as anti-money laundering and financial crimes laws. You must notify us immediately if you think an Eligible Deposit was made in error.

    All your funds are held in your Bank Account for your benefit. The balance of your funds in the Bank Account may be reduced through: (i) Payment Instructions and other instructions to move funds, (ii) your use of such funds, (iii) any Chargebacks or Refunds, and (iv) the imposition of fees, charges, withholdings and other obligations in accordance with the Bank Account Agreement or Applicable Law.

    Unless otherwise agreed, all Eligible Deposit instructions and Payment Instructions issued by you relating to the transfer of funds into and out of the Bank Account, are governed by the Bank Account Agreement. In addition, the Parties’ rights and obligations with respect to any Electronic Payment will be governed by (a) the Bank Account Agreement, including these Terms; (b) the applicable Transfer Network Rules; and (c) to the extent not specified in a separate written agreement or this Agreement, and as far as applicable, by Applicable Law.

  • 4.2 Transfer Network Rules

    Transfers of funds by Electronic Payment to or from your Bank Account are governed by the operating rules (“Transfer Network Rules”) of the relevant fund transfer network (each, a “Transfer Network”). When we credit your Bank Account, the payment is provisional until we receive final settlement or payment. If we do not receive final settlement or payment, we are entitled to a refund from you for the amount credited to your Bank Account. You acknowledge that Adyen will rely on the representations and warranties contained in the relevant Transfer Network Rules and that Adyen will credit or debit your Bank Account as instructed or permitted by you subject to such rules. Adyen reserves all rights afforded under the relevant Transfer Network Rules.

  • 4.3 Adyen Electronic Payments Availability Policy

    BUSINESS DAYS. Unless we inform you otherwise, funds from Electronic Payments are made available in your Bank Account on Business Days.

    FUNDS AVAILABILITY SCHEDULE FOR ELECTRONIC PAYMENTS. Adyen makes funds from received Electronic Payments available to you in accordance with Applicable Law. An Electronic Payment is received when Adyen has received both: (i) the payment in actually and finally collected funds, and (ii) complete and accurate information about the payment’s intended recipient and account systematically without the need for additional verification.

    U.S. FUNDS AVAILABILITY SCHEDULE FOR ELECTRONIC PAYMENTS. In the United States, funds received for deposit by an Electronic Payment and verified without error as sent for the attention of your Bank Account are made available according to Adyen’s funds availability schedule, subject to change of the relevant Transfer Network cut-off times:

    • Wire Transfers: Available on the same Business Day if received before 16:45 PT cut-off time.

    • Same Day ACH: Available within 4 hours after receipt if received before 13:30 PT cut-off time. If received after 13:30 PT cut-off time, available by 9:00 PT on the following Business Day.

    • Standard ACH: Available by 9:00 PT on the following Business Day if received before 14:30 PT cut-off time.

    • FedNow/RTP: Available immediately once accepted and received on each calendar day.

    EEA AND UK FUNDS AVAILABILITY FOR ELECTRONIC PAYMENTS. In the EEA and UK, funds received for deposit by an Electronic Payment and verified without error as sent for the attention of your Bank Account are made available according to Adyen’s funds availability schedule, subject to change of the relevant Transfer Network cut-off times:

    • EUR Wire (Target2): Available on the same Business Day if received before 16:55 CET cut-off time.

    • EUR Regular (SCT): Available on the same Business Day if received before 15:50 CET cut-off time.

    • EUR Instant (TIPS): Available immediately once accepted and received on each calendar day.

    • GBP Wire (CHAPS): Available on the same Business Day if received before 15:15 GMT cut-off time.

    • GBP Regular (BACS): Available two (2) Business Days after the payment date (T+2) if received before 19:30 GMT cut-off time.

    • GBP Instant (FPS): Available immediately once accepted and received on each calendar day.

    If the Electronic Payment is received after the applicable cut-off time or on a day that is not a Business Day, the funds will be made available on the following Business Day.

    PLEASE NOTE: Settlement Amounts processed by Adyen that you wish to receive in your Bank Account will be made available as separately agreed between the Parties in respect of that service

    EXCEPTIONS TO STANDARD AVAILABILITY SCHEDULE FOR ELECTRONIC PAYMENTS

    Under certain circumstances, Adyen may place a hold on either your Bank Account or the proceeds of transactions into the Bank Account. When Adyen delays the availability of funds or places a hold on a deposit made to your Bank Account, you may not withdraw those funds, and those funds will not be available for Payment Instruction. The length of the delay in the availability of funds may vary depending on the type of deposit or the reason for the exception.

    Please remember that even after we have made funds available to you and you have withdrawn the funds, you remain responsible for Electronic Payments that are returned to us unpaid and for any other issues involving your deposit. In these rare cases, we may not receive full payment relating to an Electronic Payment, for example if there is a scheme delay, claw back, or default in relation to acquiring services. If full payment is not received on any deposit made into your Bank Account, you agree to pay us and you agree that we may withhold any shortfall to the full payment amount.

    NO CASH OR CHECK DEPOSITS. We do not accept deposits made in cash or by check. Any attempt to mail us any deposit consisting of cash or check(s) will be sent back to the address we have on file for you. We are not liable if you do not receive the returned funds. You may not make deposits into your Bank Account at any automated teller machine (‘ATM’).

    SPECIAL RULES FOR NEW ACCOUNTS. Bank Accounts open less than thirty (30) days may be limited in functionality, including restrictions on transfer limit amounts and access to certain product features and services, to the extent permitted under Applicable Law.

  • 4.4 Payment Instructions

    4.4.1 Executing Payment Instructions

    Your Payment Instructions will only be processed if we have received complete and correct information as part of your Payment Instructions. You may initiate an outgoing fund transfer from the Bank Account by submitting a Payment Instruction, either by (i) transfers within the Adyen platform, (ii) Electronic Payments, or (iii) any other transfer method approved by Adyen from time to time.

    Payment Instructions sent by Fedwire and FedNow will be subject to the Federal Reserve’s Regulation J, and Payment Instructions sent via other Transfer Networks will be subject to the Transfer Network Rules of those systems.

    Payment Instructions received outside of operating hours of the respective Transfer Network will be processed on the following Business Day. The Parties may agree that a Payment Instruction will be processed on a specific day or according to a specific schedule, provided that there are sufficient funds available in the Bank Account at the time of execution of the Payment Instruction. If the agreed day for processing of a Payment Instruction is not a Business Day, the Payment Instruction will be processed on the following Business Day.

    At Adyen’s sole discretion, Adyen reserves the right to refuse to accept any Payment Instruction that we believe may violate the Bank Account Agreement, these Terms, or Applicable Law.

    A Payment Instruction is accepted when it is executed by us. We may process any Payment Instruction request (as well as any amendment or cancellation request concerning a Payment Instruction) that we believe is transmitted or authorized by you or on your behalf. Such Payment Instructions will be deemed effective as if made by you or on your behalf, and you will be obligated to pay us in the amount of such Payment Instructions, even if they are not transmitted or authorized by you. For example, for Payment Instructions made through a Third-Party Service Provider, the time of receipt will be the time we have received the Payment Instruction from the Third-Party Service Provider together with your authorization of the Payment Instruction, as applicable.

    4.4.2 Verification

    Unless we agree on another security procedure, you agree that we may confirm the authenticity and content of a Payment Instruction (among other ways) by sending an SMS, email or placing a telephone call to you directly by Adyen. If we cannot reach you, or if the Payment Instruction is not confirmed or approved in a manner we require, we may refuse to execute the Payment Instruction.

    To the extent that we are legally permitted to do so, you agree that we may record telephone conversations and data transmissions received from, made for or made on behalf of you pursuant to or in connection with a Payment Instruction. Personal data processed in accordance with such recording will be processed in accordance with the applicable Privacy Laws and Adyen’s Privacy Statement (available at: www.adyen.com/privacy-policy), as amended from time to time.

    You agree that if a Payment Instruction identifies the beneficiary by both name and identifying number, and the name and number identify different persons or account holders, execution and payment to the beneficiary may be made solely on the basis of the identifying number, subject to Applicable Law.

    We may also make use of a third-party verification provider in order to assist with the verification of the bank account details of the payee.

  • 4.5 Adyen’s Rights to Cancel or Refuse Payment Instructions

    In addition to any other rights set out in these Terms and the Bank Account Agreement, Adyen will be entitled (but not required) to recall, cancel, refuse or defer a Payment Instruction if: (i) the Payment Instruction information is incomplete, incorrect, or unclear; (ii) we reasonably believe the Payment Instruction does not comply with Applicable Law or the Bank Account Agreement; (iii) the available balance in your Bank Account is insufficient; (iv) the transaction is refused by the corresponding bank; or (v) you have been declared Insolvent and/or your ability to provide legally valid Payment Instructions has otherwise been adversely impacted. If we recall, cancel, refuse or defer a Payment Instruction, we will inform you without undue delay. You are responsible for any costs resulting from the above.

    You acknowledge and agree that Adyen is not liable in case we fail to timely or correctly complete a transaction to or from your Bank Account or for any damage resulting from Adyen’s refusal, cancellation, recall or deferring of a Payment Instruction.

  • 4.6 User Requests for Cancellation or Refund of Payment Instructions

    You acknowledge Payment Instructions are generally final and cannot be cancelled or amended once submitted to Adyen. If you nevertheless request Adyen to cancel or amend a Payment Instruction, Adyen will make commercially reasonable efforts to assist, provided that Adyen cannot be held liable for any losses, claims, or damages resulting from such requests or a cancellation or amendment of the Payment Instruction. Following a transfer, you may request us to ask the recipient bank of a Payment Instruction to refund the transferred amount to your Bank Account. Adyen will forward such request to the extent we are obligated under Applicable Law, on the condition that you submit a clear statement of the reasons for the refund.

    The decision to reimburse funds rests solely with the beneficiary and their bank. Accordingly, Adyen does not guarantee that any refund request will be accepted or fulfilled. Adyen reserves the right to decline forwarding a refund request if there are reasonable grounds to do so, including but not limited to your failure to provide a sufficient justification for the request. In the event of a dispute, Adyen will, upon your request, provide relevant transaction information to enable you to contact the beneficiary directly or to initiate legal proceedings against them. We may charge a proportionate administration fee for such assistance.

  • 4.7 Stop Payment Request

    Before initiating a stop payment request related to an ACH debit entry, you must first contact the company debiting your account to withdraw your payment authorization. You can request Adyen to stop payment on an ACH debit entry initiated to your Bank Account by timely contacting Adyen and providing all information required by Adyen to accurately identify the entry(ies) and assist with such request in accordance with the applicable procedures. If agreed between the Parties, a fee may be charged for each stop payment request.

  • 4.8 Unauthorized or incorrect payment transactions

    It is your responsibility to check and verify that the information provided by us on your Bank Account statement(s) is correct. You must also check and verify that any debit or credit transactions to or from your Bank Account were executed correctly without undue delay.

    If you deem the information we provide to you on your Bank Account statement is incorrect or if you think a particular payment transaction was processed without your authorization, you must notify us without undue delay after becoming aware of any such unauthorized or incorrect payment transaction and if relevant may request a rectification by Adyen.

    Transactions that are not disputed by you within ninety (90) days from the date we provide reasonable notice of the transaction to you (either through a Bank Account statement or Customer Area) will be treated by us as executed correctly. You waive your right to dispute any amounts credited or debited to your Bank Account if you fail to raise a dispute within the aforementioned notice period. Moreover, you are required to take all reasonable measures to prevent an error from resulting in (further) loss or damage.

    You acknowledge and agree that the value available to you in your Bank Account is limited to the funds that have been correctly deposited in your Bank Account. You are not authorized to use any funds that are paid out to you in error. If we (or you, or you and us together) make an error on your Bank Account, we can fix the error without first notifying you. For example, if (i) the incorrect amount is paid; (ii) a deposit is added incorrectly; or (iii) we apply a deposit to the wrong account. We can correct the error without any special notice to you. In general, material corrections will appear on your statement if the error and the correction occur on different Business Days and we will not make adjustments for non-substantial amounts.

  • 4.9 Dormant Accounts and Escheatment

    A Bank Account that has been inactive for a certain period of time is considered to be dormant (a “Dormant Account”). Generally, subject to Applicable Law, an account is considered “inactive” if there has been no deposit, withdrawal or other communication from you about the Bank Account for a period of at least six (6) months.

    For security reasons, we may refuse a withdrawal or transfer from a Dormant Account if we cannot reach you in a timely fashion to confirm the transaction’s authorization. If a Dormant Account has a zero balance, we reserve the right to close it.

    After a Bank Account has become a Dormant Amount and if Adyen’s reasonable efforts to contact you fail, Adyen will initiate the process of transferring the relevant Bank Account balance to the relevant governmental authority in accordance with and as required by Applicable Law (“Escheat”). The time period after which funds must Escheat varies by jurisdiction and Applicable Law. After the funds are transferred to the relevant governmental authority, you may be able to recover the funds from such government itself, but not from Adyen. In jurisdictions where Adyen is not required by Applicable Law to Escheat such funds, if Adyen is unable to transfer the funds to the last bank account we have on file – for instance, because the account is blocked, frozen, or closed – Adyen reserves the right to transfer the amounts to charity.

• 5 Eligibility and Other User Requirements

  • 5.1 Eligibility

    You must meet and continue to meet minimum qualifications to open and maintain a Bank Account with us. These qualifications are based on multiple factors as determined by Adyen from time to time, including but not limited to: (i) your submission of complete, accurate, and acceptable KYC Information, (ii) your use of the Bank Account for business purposes only, (iii) the location of your registered office or principal place of business, and (iv) your compliance with the Bank Account Agreement, including meeting your commitments in Article 7 hereof and elsewhere in these Terms. It is in our discretion to determine if you meet minimum qualifications. We may perform monitoring and/or conduct re-reviews of your compliance with such minimum qualifications from time to time. If you are no longer eligible to hold a Bank Account we may initiate account closure procedures as further outlined in Article 15.

    Notwithstanding anything to the contrary, Adyen may in its sole discretion decline to provide you the Bank Account Services (or a part thereof) or a Bank Account.

  • 5.2 Customer Identification and KYC Information

    To help governments fight the funding of terrorism and money laundering activities, Applicable Law requires all financial institutions to obtain, verify, and record information that identifies each person who opens a bank account and/or uses our Bank Account Services.

    Before you can open a Bank Account, you must provide Adyen with relevant information about yourself, your business activities, your directors and ultimate beneficial owners, including name, address, date of birth, and other information to enable proper identification (‘Know Your Customer’ or “KYC Information”) to the extent required under Applicable Law. We may require you to provide a copy of your valid company registration documentation (for legal entities) and/or identifying documents, such as driver’s license (for individuals) for verification purposes. Before and during your use of the Bank Account Services, we reserve the right to withhold or suspend the provision of the Bank Account Services until any required KYC Information or identifying documentation has been provided and approved or if you fail to comply with the obligation set out in this Clause 5.2.

    Even if you have been a customer of ours for many years, we may ask you to provide this kind of information and documentation because we may not have collected it from you in the past, we may need to update our records, or we may need to do additional checks.

    Any continued failure to provide requested KYC Information and/or documentation, for any reason, may result in the closure of the Bank Account and additional costs assessed on the Bank Account. You warrant that your KYC Information is, to the best of your knowledge, up-to-date and correct. You must notify us immediately and without undue delay if your KYC Information materially changes during your use of the Bank Account Services.

    We may in our discretion consult third-party screening tools, registers or sources, including public registers and judicial or governmental authorities to verify your identity or standing, or the identity of the directors and ultimate beneficial owners and their standing.

  • 5.3 Authority

    You may act yourself or you may at your own discretion and responsibility designate one or more individuals as your representative(s) authorized to access and administer your Bank Account (the “Business Administrator”).

    By allowing any individual to access the Bank Account, you acknowledge and agree that Adyen is entitled to assume that such individual is a Business Administrator and that all actions or omissions of such individual are duly authorized actions or omissions, as applicable, taken or not taken on your behalf. You, and, where applicable, each Business Administrator, have the power to perform all the actions and transactions available to the Bank Account, subject to any restrictions as configured by you. Such actions may include, without limitation: (i) making withdrawals and initiating transfers of funds by whatever means are available for the Bank Account; (ii) making deposits and otherwise receiving funds by whatever means are allowed for the Bank Account; (iii) obtaining and releasing information in relation to the Bank Account; (iv) signing or authenticating any document in connection with the Bank Account; and (v) closing the Bank Account.

    If you have designated one or more Business Administrators and unless you have limited particular rights of the Business Administrator, it is the intention that you and each Business Administrator has complete and separate access, instruction and withdrawal rights in respect of all the funds in the account. You remain fully liable for your Business Administrator if the Business Administrator acts outside any limitations or the competence given through power of attorney. You may at any time restrict any rights or retract the access rights of a Business Administrator by contacting Adyen.

  • 5.4 Multi-Factor Authentication

    If required by Applicable Law, Adyen or a particular payment method, you may be required to use Multi-Factor Authentication (or MFA) and register one or more iOS or Android devices (or other supported devices as notified by Adyen from time to time) with Adyen in order for Adyen to be able to authenticate individual Payment Instructions and/or Bank Account access requests. You are responsible for managing your device(s) and safeguarding relevant login credentials from unauthorized access by third parties. You furthermore acknowledge that each Payment Instruction or access request to the Bank Account may require successful MFA before the Payment Instruction is carried out or the access request is granted.

    Adyen reserves the right to waive MFA when in its reasonable and sole discretion and in accordance with Applicable Law, it determines a Payment Instruction is (i) low-risk based on a real-time risk assessment; (ii) a low-value amount; (iii) a certain type of recurring Payment Instructions initiated by a payee (e.g. fixed or variable subscriptions based on a User mandate or earlier performed authentication); or (iv) a payment between two businesses using a payment instrument dedicated to make such business-to-business payments. In each case, Adyen may choose to apply MFA regardless.

• 6. Pricing, Invoicing and Taxes

  • 6.1 Pricing

    Rates, fees and costs for our services are agreed in the Bank Account Agreement or its schedules as amended from time to time. We are entitled to raise the prices for our services by giving you three (3) months prior notice. Said price increase will only become effective starting at the end of that notice period. You may terminate the Bank Account Services for which the price increase is applicable by providing us written notice before the end of the three (3) months’ notice period. After the notice period has ended and you have not given us notice of termination, we will assume you agree with and wish to be bound by the new terms.

  • 6.2 Interest

    The Bank Account may be an interest-bearing account. An interest-bearing Bank Account means that we will pay interest over a positive balance. Under extraordinary market circumstances, the interest rates can become negative. A negative interest rate means that you will have to pay us interest on any positive balance. You will be notified whether the Bank Account bears interest and you will be informed about any changes to the applicable interest rate from time to time.

    In case of an interest-bearing Bank Account:

    (i) interest will start to accrue on any Bank Account balance from the first Business Day after you have opened a Bank Account;

    (ii) interest is calculated on the Bank Account balance at the end of each Business Day, except for weekends and bank holidays where the interest is calculated on the Bank Account balance of the previous Business Day;

    (iii) interest is accrued in whole cents. Fractional interest is rounded to the nearest whole cent each day;

    (iv) interest is credited or debited, as the case may be, to your Bank Account on a monthly or quarterly basis on the first day of the relevant month; and

    (v) unless otherwise agreed, interest only accrues on Bank Account balances held in the local currency of the relevant jurisdiction of your Bank Account.

    If the Bank Account is closed, no more interest will be accrued on the Bank Account balance starting from the first day of the month the Bank Account is closed. Already accrued amounts will be allocated to the balance in accordance with this Clause 6.2 or in accordance with Clause 15.4. We may change the applicable interest rate on your Bank Account at any time without having to notify you in advance. The new interest rate will be communicated to you without undue delay.

  • 6.3 Invoicing

    Rates, fees and costs including Taxes will be set-off from your Bank Account in accordance with the Terms, or invoiced on a monthly basis. Amounts are due and payable prior to the expiry of the payment term mentioned in the relevant invoice. You will verify the correctness and completeness of invoices from Adyen. You have the right to challenge an invoice, by providing notice to Adyen as soon as possible, but no later than three (3) months from the date of the invoice. We are authorized to charge your Bank Account with interest, costs and commissions for maintaining your Bank Account and your use of the Bank Account Services as well as all other rates stated in the Bank Account Agreement in accordance with our set-off rights under the Bank Account Agreement.

  • 6.4 Taxes

    All rates, fees and costs are mentioned exclusive of VAT, turnover, withholding, digital services tax and other applicable taxes (collectively "Taxes"). If applicable, Adyen will charge tax on top of its fees and such tax will be payable by you. If any withholding of tax is legally required, the relevant Party ("Withholding Party") will be entitled to make such withholding at the cost of the other Party ("Recipient Party"). The Withholding Party will assist the Recipient Party in keeping the tax to be withheld as low as possible by executing the necessary formalities (e.g. resident certificates and tax treaty forms). You agree to indemnify Adyen against any tax liabilities incurred by Adyen arising out of any taxes due on any products and/or services sold by you. Without prejudice to the foregoing, each Party will be required to comply with its own tax obligations under applicable tax laws and regulations.

    Incoming and outgoing wires and transfers will be executed in accordance with the ‘SHA’ (shared) principle, meaning that in case of incoming wires and transfers, you receive funds minus the correspondent (intermediary) bank charges. In case of outgoing wires and transfers, the recipient will receive the transfer or wire amount minus the correspondent (intermediary) bank charges.

• 7 Representations and Warranties

  • 7.1 Compliance with Applicable Law

    You will only use the Bank Account and ancillary services for their intended commercial and business purposes and in accordance with Applicable Law. You will not misuse the Bank Account or cause it to be misused, such as, but not limited to, (i) criminal offenses, (ii) activities that are harmful to Adyen, or Adyen’s reputation, or (iii) activities that could damage the working and integrity of the financial system.

    You represent and warrant that you, or anyone acting on your behalf, will not use your Bank Account, access device or banking relationship with us to facilitate illegal transactions, including unlawful internet gambling transactions as prohibited by Applicable Law (including the Unlawful Internet Gambling Act of 2006), or otherwise violate any Applicable Law. If we identify a suspected illegal transaction, we may refuse to process and/or block such transactions. Furthermore, we may close your Bank Account or terminate our entire relationship with you. You acknowledge and agree that Adyen has no obligation to monitor, review or evaluate the legality of your transactions. To the fullest extent permitted by Applicable Law, you agree to pay for any transaction that you authorized, even if that transaction is determined to be illegal.

  • 7.2 Legal Entities

    By activating a Bank Account or by retaining, using, or authorizing the use of the Bank Account, you represent and warrant to Adyen that: (i) you are a legal entity that is duly organized, validly existing, and in good standing under the laws state, jurisdiction, or country of your formation as may be applicable; (ii) you have provided us with a verifiable street address in the state, jurisdiction, or country where you conduct business (not a P.O. Box) and Adyen provides its Bank Account Services; (iii) you are duly qualified, have secured and maintain all applicable licenses, and are in good standing to do business in all jurisdictions where you conduct your business; (iv) you have all necessary organizational power and authority to establish the Bank Account, enter into these Terms, to perform all of the obligations to be performed by you under the Bank Account Agreement and these Terms, and none of these actions conflict with any other agreement to which you are a party; (v) the personal and business information that you provide to us in connection with the Bank Account is true, current, correct, and complete; (vi) you have received a copy of these Terms, including Adyen’s Privacy Policy, and agree to be bound by and to comply with such terms and understand that they are subject to change in accordance with these Terms and Applicable Law; (vii) the individual accepting and agreeing to these Terms for you has the requisite corporate authority to accept and agree to the Terms on your behalf; (viii) you accept the Bank Account and related rights and obligations; and (ix) the Bank Account will only be used for the commercial and business purposes and not be used for personal, family, or household purposes.

• 8. Set-off and Pledge

  • 8.1 Set-off

    Adyen reserves the right to set-off amounts that it owes you or any of your Affiliates with the amounts that you, or any of your Affiliates, owe Adyen under or in connection with the Bank Account Agreement or any other contractual or non-contractual obligation by or between the Parties. We may exercise our right of set-off (i) without notice to you, (ii) regardless of whether the amounts set-off are in different currencies, and (iii) regardless of any Insolvency initiated by or against you.

    Our right of set-off explicitly also applies when the amounts owed to us are conditional, contingent, or not yet due and payable. In these cases we will only exercise our right to set-off if (i) a third party levies an attachment on the Bank Account, (ii) a third party claims it has a right of pledge in respect of the Bank Account, (iii) you transfer to a third party any amounts that we owe you, without our permission, or (iv) an Insolvency is initiated by or against you.

  • 8.2 Pledge

    You and Adyen agree to grant, and you hereby grant in favor of Adyen, to the extent necessary in advance, a security interest and disclosed first right of pledge on the Collateral. Adyen, in its capacity as (i) debtor and (ii) pledgee, agrees to, permits and accepts each right of pledge.

    You make the following representations on the effective date of the Bank Account Agreement and on each day you acquire Collateral: (i) you are entitled to pledge the Collateral; (ii) the Collateral is capable of being pledged; and (iii) you have not created a right of pledge or other security right on the Collateral on behalf on any third party.

    You are authorized to control the Collateral up to and until (i) the occurrence of an Enforcement Event, and (ii) you receive a notice from Adyen that you are no longer authorized to collect and control the Collateral. Upon the occurrence of an Enforcement Event, Adyen has the right to enforce each right of pledge and security interest as set out in this Clause 8.2 in accordance with Applicable Law.

• 9. Legal Action on Bank Accounts and Insolvency

  If any legal action is brought against your Bank Account, including without limitation a garnishment, levy, third-party attachment or other governmental legal process (“Legal Action”), Adyen reserves the right act in accordance with such Legal Action and/or to refuse, or limit, withdrawals or transfers from your Bank Account until the Legal Action is satisfied or dismissed. If transactions are made by you in spite of the third-party attachment or other Legal Action limiting your rights in respect of the funds on your Bank Account and Adyen is subsequently obligated by a legal or governmental authority to transfer (a part of) your Bank Account balance to a bailiff, Adyen will have a legal claim against you.

  Regardless of the terms of such Legal Action, Adyen has first right of recourse against any and all funds in your Bank Account for your liability under this Agreement. Adyen has no obligation to contest any Legal Action on your behalf and we may take action to comply with such Legal Action as we determine to be appropriate in the circumstances without liability to you, even if Adyen pays out funds as required by the Legal Action would result in insufficient funds to pay a transaction that you have authorized. Payment will be completed after satisfying any fees, charges or other debts owed to Adyen. You agree that you are responsible for any expenses, including legal expenses and fees Adyen incurs due to any Legal Action on your Bank Account. Adyen reserves the right to charge these expenses to your Bank Account or to you. You agree to indemnify Adyen for any losses we incur as a result of any Legal Action.

  In the event of your Insolvency, you can no longer dispose of the balance on the Bank Account unless we determine otherwise.

• 10 Third Parties

  • 10.1 Third Party Access (‘Open Banking’)

    If required by Applicable Law or if agreed between the Parties, Adyen may provide certain Third-Party Service Providers access to the Bank Account in order to obtain account or balance information, transaction history information, or initiate Payment Instructions on your behalf. You have the right to authorize or decline such access at your own discretion from time to time through Adyen or the relevant Third-Party Service Providers. Adyen is not a party to your agreement with such Third-Party Service Providers and we are not responsible for their actions or omissions.

  • 10.2 Third Parties

    We may engage with and request information from third parties to deliver the Bank Account Services or a part thereof, for example to verify your identity or bank account information, or in respect of potential ancillary services, such as Multi-Factor Authentication. You authorize us to share your information with third parties to the extent necessary, as determined in our discretion, to make the Bank Account and Bank Account Services available.

    We may release information about you, your Bank Accounts, and the transactions you perform to third parties: (i) where it is necessary or useful in verifying or completing a transaction; (ii) to disclose the existence, history and condition of your Bank Account to trade and credit bureaus; (iii) when you give us your consent; (iv) to our affiliates; (v) to comply with Applicable Law or a court, Scheme Owner, regulatory or governmental order; (vi) to any governmental or judicial authority if we believe any Applicable Law has been breached or crime has been committed involving your Bank Account; (vii) as permitted by Applicable Law; and (viii) in response to trade inquiries.

  • 10.3 No Right of Third Parties

    No third parties will have the right to enforce these Terms.

• 11. IP, Confidentiality and Personal Information

  • 11.1 Use of name and intellectual property

    You may not use Adyen’s name, logo or any other present or future rights to intellectual property, including inventions and improvements, systems, trademarks (whether registered or common law trademarks), patents, designs, copyright, and corresponding property rights under the laws of any jurisdiction (collectively: “Adyen Intellectual Property”) without our explicit written consent.

    The software we provide in relation to our services, whether designed directly by us or on the instruction, advice or request of you or a third party, remains our sole property, and these Terms and the Bank Account Agreement will not be construed or interpreted as Adyen granting a license or ownership right to you as the user of our software or service.

    You may not create and/or distribute any advertising, promotion, marketing, or similar materials referencing Adyen or the Bank Account Services without our prior express written approval, which approval we may refuse or withdraw at our sole discretion.

  • 11.2 Confidentiality

    All information relating to the Bank Account Agreement, these Terms and our services, which should reasonably be deemed confidential by reason of its nature or content, is considered “Confidential Information” without the need to expressly designate it as such. Confidential Information includes any information disclosed before or after the effective date of the Bank Account Agreement, expressly including the following:

    i. all financial and transactional data;

    ii. all non-public user manuals and guides relating to Adyen’s products and services;

    iii. our software;

    iv. the Bank Account Agreement;

    v. any information we may share with you related to third parties in connection with the Bank Account Services; and

    vi. any information provided by us in connection with our services, including Communications from Adyen’s support teams and functions.

    Confidential Information does not include information (i) made available to the general public, (ii) disclosed to one of the Parties by a third party without that third party having breached any confidentiality obligations, (iii) already in the possession of one of the Parties at the time of initial disclosure, or (iv) developed independently by the other Party, in each case of (i) – (iv) above other than as a result of, directly or indirectly, a breach of any confidentiality obligations.

    Each Party undertakes to take all necessary steps to keep the other Party’s Confidential Information confidential and agrees to:

    i. share Confidential Information solely with personnel and representatives of the Parties which have a need to have access to such information in order to exercise rights and obligations under the Bank Account Agreement; and

    ii. refrain from making any Confidential Information available to any third party without the prior written consent of the other Party, except as allowed under the Bank Account Agreement and/or where necessary for Adyen in order to perform the Bank Account Services.

    Notwithstanding the obligations mentioned above, the Parties will have the right to disclose Confidential Information if and when required pursuant to Applicable Law or an order or decision of a court of law, governmental or law enforcement agency, regulatory body, or administrative authority.

    The obligation of confidentiality as described in this clause will supersede any obligations and/or agreements relating to confidentiality previously agreed between you and us in respect of the Bank Account Services and will remain in effect after the termination of the Bank Account Agreement.

    Without intending to limit the remedies available to each Party, each Party acknowledges that a breach of any of the covenants contained in this clause may result in material irreparable damages to the other Party or its subsidiaries or affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such damages precisely and that, in the event of such a breach or threat thereof, the damaged Party will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of this clause.

  • 11.3 Personal Information

    Adyen may process your KYC Information and transaction data (including Personal Information) to provide the Bank Account Services or any ancillary services. Adyen also may be required to provide Personal Information about you and your Bank Account as and when required, or permitted by, Privacy Laws, Applicable Law, or for other purposes, including: (i) reporting of earned interest to the relevant tax authorities; (ii) reporting of transactions that are at reportable limits; (iii) investigating and reporting of transactions that Adyen reasonably suspects to be suspicious; and (iv) responding to subpoenas, court orders, and government investigations.

    Adyen in its capacity as a data controller or business (as defined under Privacy Laws) will process Personal Information in accordance with applicable Privacy Laws and Adyen’s Privacy Policy (available at: www.adyen.com/privacy-policy), as amended from time to time.

    You agree that Adyen may share any data including Personal Information provided by you with Adyen group companies. Additionally, you agree that Adyen may share your KYC Information with, and run by contracting and consulting with, relevant third-party screening tools and public resources, including public registers and judicial or governmental authorities.

    To the extent that Adyen processes Personal Information as a data processor or service provider (as defined under Privacy Laws), you agree to disclose such Personal Information to Adyen for the purposes of third-party payouts, transfers, reporting and Bank Account statements. Adyen will process Personal Information in accordance with applicable Privacy Laws and will provide the same level of protection to such information as is required by applicable Privacy Laws.

    You agree and acknowledge that Adyen will use the data provided in relation with the Bank Account Services and in accordance with this Agreement for the purpose of providing insights, optimizing payment performance and improving Adyen’s products and services, including, but not limited to, fraud prevention and risk assessment. The processing of any personal data for these purposes will be in accordance with Adyen’s Privacy Statement, as amended from time to time.

• 12. Liability and Indemnification

  • 12.1 Liability

    We will only be liable for our own acts or omissions and not for acts or omissions of you or third parties, including but not limited to other banks and clearing houses. This exclusion expressly applies for events or activities originating outside of our systems such as internet disturbances or malfunctions in third-party systems, except in case such events were caused by the intent or gross negligence of Adyen. Adyen will not be liable for exercising any rights it has under the Bank Account Agreement.

    The total liability of Adyen for breach of contract, tort or under any other legal theory is limited to the total service fees or costs paid by you to us for the Bank Account Services in accordance with the Bank Account Agreement during the previous full calendar year (or if no Services were provided in the previous calendar year, the total service fees paid in the current calendar year prorated to a twelve-month period).

    Neither Party will be liable for any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name; or for any other special, indirect, or consequential damages, whether resulting from breach of contract, under tort or under any other legal theory.

    Neither Party to the Bank Account Agreement excludes or limits its liability under the Bank Account Agreement for intentional misconduct, willful misconduct, death, fraud or personal injury.

    The information contained in Adyen’s records will be deemed to constitute imperative evidence in the relationship between you and us, unless you provide evidence to the contrary.

  • 12.2 Indemnification

    You agree, to the fullest extent permitted by Applicable Law, to indemnify, defend and hold Adyen harmless from and against all third-party claims asserted against us that arise out of or are related to (i) Adyen’s maintenance of your Bank Account when we are acting on your instructions; (ii) Adyen following your requests or instructions relating to the Bank Account; (iii) your breach of Applicable Law, these Terms or any other part of the Bank Account Agreement; or (iv) you, your authorized representatives' and Business Administrators’ acts or omissions. We will have no right to be indemnified to the extent that the third-party claim is a direct result of our own gross negligence or willful misconduct.

  • 12.3 Force Majeure

    Adyen will not be considered to be in breach of the Bank Account Agreement or these Terms or otherwise liable for any failure or delay in the performance of its obligations hereunder, if such failure or delay in performance results from a Force Majeure Event.

• 13. Communications and Electronic Signature

  You consent to the use of electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you under the Bank Account Agreement and in connection with your relationship with us (collectively, “Communications''). We will communicate with you in the English language, unless we have agreed in writing that Communications will be made available in other languages.

  You represent that you (i) have read and understand this consent to use electronic signatures and to receive Communications electronically, (ii) meet the minimum hardware and software requirements specified below, (iii) will keep your information with us up to date and notify us of any change to your email address, and (iv) understand that your consent will remain in effect until you withdraw it. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. If you withdraw your consent to receive Communications electronically, we may not be able to continue to offer the Bank Account Services to you.

  In order to access and retain Communications provided to you electronically, you must maintain a valid email address, a Current Version of a commercially available internet browser and a Current Version of a program that accurately reads and displays PDF files. “Current Version” means a version of the software that is currently being supported by its publisher.

  You should print and save or electronically store a copy of all Communications that we send to you electronically. You may request a printed or digital copy from us free of charge. We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications.

  You consent that your use of our Bank Account Services, including configuration thereof, is generally provided by us on an online-basis only through the Customer Area or API. You cannot visit any of our local offices for support questions or for rendering physical Bank Account Services such as cash withdrawals or deposits

• 14. Miscellaneous

  • 14.1 Other rights and remedies

    In addition to all of the rights and remedies contained in the Bank Account Agreement or in any of the other agreements we have with you, we will have all of the rights and remedies under Applicable Law, in equity, or otherwise, all of which rights and remedies will be cumulative and non-exclusive, to the extent permitted by Applicable Law.

  • 14.2 No Waiver

    Our failure to assert any right or delay in exercising any right or provision of the Bank Account Agreement will not constitute a waiver of such right or provision.

  • 14.3 Transfer

    The Bank Account Services provided under the Bank Account Agreement are regulated under applicable financial law and strictly personal. You may not assign, sell, transfer or otherwise convey your Bank Account or rights under the Bank Account Agreement to any third party without our express prior written permission. You may only use the Bank Account Services in a manner consistent with the Bank Account Agreement. Adyen will be entitled, at any time, to assign, novate or otherwise transfer the Bank Account Agreement to another company in the Adyen group (i.e. a company with at least 50% the same shareholders) or any assignee as allowed pursuant to Applicable Law without your consent by providing written notice to you of such transfer.

  • 14.4 Complaints

    You may address complaints about the Bank Account Service to us via our online complaints form (available at: https://www.adyen.com/contact/complaint), email, phone or other means available to you. Our contact details are available on Adyen.com or through your available support or account manager.

  • 14.5 Changes to these Terms

    We retain the unilateral right, subject to Applicable Law, to change or update these Terms from time to time. If we change or amend these Terms, we will notify you and provide you with an updated version of the Terms electronically. You will be notified of any change in the manner provided by Applicable Law on, or prior to, the effective date of the change. However, if the change is made for legal, regulatory or security purposes, we can implement such change without prior notice.

  • 14.6 Severability

    If any term or provision in these Terms is held to be (i) illegal, (ii) unenforceable, or (iii) declared null and void and/or inapplicable, in whole or in part, under any Applicable Law, such term or provision or part will to that extent be deemed not to form part of the terms, but the validity and enforceability of the remainder of the Bank Account Agreement will not be affected. The Parties undertake to take all steps to eliminate the clause declared null and void and/or inapplicable and to replace the same with a clause approaching, insofar as possible, the economic and legal objective of the clause declared null and void and/or inapplicable. These Terms, and each revision thereof, will apply to each Bank Account and the Bank Account Services.

  • 14.7 Entire agreement; deviating terms

    The Bank Account Agreement, including these Terms and any and all exhibits, addenda, and amendments hereto, contain all the commitments between the Parties with respect to the Bank Account Services and replaces all other prior agreements and commitments between the Parties in respect of the Bank Account Services. No prior agreement, representation, warranty or undertaking pertaining to any such matter will have any force or effect and are expressly excluded to the fullest extent permitted by Applicable Law, unless expressly stated in the Bank Account Agreement.

• 15. Termination and suspension

  • 15.1 Suspension

    Without prejudice to any of Adyen’s rights under the Bank Account Agreement, we may suspend the Bank Account Services or any part thereof temporarily or indefinitely if in Adyen’s reasonable discretion; (i) there is suspicion of fraud or unauthorized use of your Bank Account by you or a third party, (ii) the security of your Bank Account is compromised, or (iii) in case of your breach of the Bank Account Agreement.

  • 15.2 Termination for convenience

    Unless otherwise agreed and subject to Clause 15.4, the Bank Account Agreement and the Bank Account Services may be terminated for convenience by either Party by giving at least sixty (60) days’ written notice to the other Party, or such shorter or longer notice period as required by Applicable Law.

  • 15.3 Termination for Cause

    15.3.1 User Termination for Cause

    You may terminate these Terms immediately if Adyen materially breaches the terms of the Bank Account Agreement, the Scheme Rules and/or Applicable Law in the context of providing the Bank Account Services in a way that reasonably justifies termination, subject to Adyen being allowed fifteen (15) days upon notice to remedy such breach, unless such breach cannot practically or legally be remedied under Applicable Law or Scheme Rules.

    15.3.2 Adyen Termination for Cause

    The Bank Account Agreement and the Bank Account Services may be terminated for cause and/or suspended with immediate effect and without advance notice, in whole or in part, by Adyen, if:

    • you in Adyen’s reasonable discretion no longer meet eligibility criteria or Adyen has reasonable grounds to believe the Bank Account is not used by you within the intended scope (e.g. Bank Account is not used exclusively for business purposes);

    • you fail to provide requested KYC Information, or fail to notify Adyen of any updates to your KYC Information;

    • if you have zero or a negative balance for a period of twelve (12) consecutive months;

    • you materially breach the Bank Account Agreement in a way that reasonably justifies termination, subject to a reasonable cure period, unless such breach cannot practically or legally be remedied under Applicable Law or Scheme Rules;

    • any Scheme Owner, or governmental or regulatory authority requests Adyen to do so, and/or if required under Applicable Law or Scheme Rules; or

    • Adyen finds there are clear indications that you are, or are likely to become, Insolvent and/or unable to provide a material part of its obligations under the Bank Account Agreement.

  • 15.4 Post-termination

    If the Bank Account Agreement or the Bank Account Services are terminated, Adyen will no longer be required to process any incoming or outgoing transactions on the Bank Account and your Bank Account will be closed, subject to this Article 15. Any positive amount remaining on the Bank Account will be transferred to (i) your third-party bank account, (ii) any other bank account you nominate provided such third-party bank account is approved by Adyen, which approval will only be withheld if such transfer is not allowed under Applicable Law, specifically the laws governing anti-money laundering, terrorist financing and sanctions, or (iii) another account with Adyen if it is agreed between the Parties that you continue to use the Adyen Services without a Bank Account.

    In case of a Bank Account closure either by you or Adyen, you continue to be responsible and liable for all Eligible Deposits, including those that arrive after the Bank Account is closed and any payments from that Bank Account. Where necessary, you must arrange that such Eligible Deposits are rerouted to another bank account. You should not request closure of your Bank Account until all the transactions you arranged for have been cleared, and you must leave enough funds to clear those transactions and the fees that might be due.

    If your Bank Account is closed for any reason (i) you authorize us to process any transactions authorized prior to Bank Account closure, or for other purposes consistent with Applicable Law, using any account you may have with us, and (ii) you acknowledge and agree, that at our sole discretion we may, but are not required to, withhold a sufficient sum to cover any outstanding items and (estimated) fees. If we withhold any money for such contingencies, we will refund that to your third-party bank account after we are satisfied that no further withholding is necessary.

    Upon closure of your Bank Account, if we are unable to transfer your funds to a third-party bank account or another Adyen account as described in this Clause 15.4 you are responsible to allocate any remaining positive balance from the Bank Account to a third-party bank account within six (6) months. If the funds remain unclaimed at the end of the six (6) months’ period even though we reasonably informed you thereof, you acknowledge and agree that Adyen will have the rights set out in Clause 4.9.

  • 15.5 Survival

    The Bank Account Agreement, including these Terms, will survive and continue to apply after termination or expiration of the Bank Account Services until (i) the balance of the Bank Account has reached zero, (ii) all your obligations under the Bank Account Agreement have been fulfilled or paid in full, and (iii) Adyen determines there are no further outstanding potential liabilities in respect of the Bank Account.

    All provisions which by their nature are intended to survive termination, including but not limited to repayment obligations, indemnification, liability limitations, confidentiality, and other post-termination obligations, will remain binding and enforceable.

• 16. Governing Law and Dispute Resolution

  • 16.1 Dispute Handling

    The Parties undertake to take all reasonable steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of the Bank Account Agreement and these Terms.

  • 16.2 For U.S. Users

    This Clause 16.2 applies to U.S. Users only.

    Disputes arising from the Bank Account Services provided to Users in the United States will be governed by the laws of the United States (including the Federal Arbitration Act) and the State of New York without regard to its conflict of laws principles.

    To the extent allowed by law, any dispute or controversy between you and Adyen arising out of or in connection with (i) the Bank Account Agreement or the Terms, including its validity, interpretation, enforceability, or fulfillment; (ii) the Bank Account Services; or (iii) any transaction involving your Bank Account, will be submitted to binding and confidential arbitration.

    The arbitration will be administered by the American Arbitration Association in accordance with its Commercial or other Arbitration Rules. The arbitration will take place in New York, New York, United States and will be conducted in English before a tribunal of three (3) arbitrators appointed in accordance with said Rules. Any judgment on the award rendered by the arbitrators will be binding and may be entered in any court having jurisdiction thereof. You and Adyen agree that neither Party will challenge the jurisdiction of the arbitral tribunal or the arbitration venue agreed herein. Notwithstanding this agreement to arbitrate, you and Adyen have a right to seek injunctive relief through the competent courts to protect your rights and interests.

    YOU AND ADYEN UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO TRIAL BY JURY, EXCEPT WHERE EITHER PARTY IS PERMITTED TO BRING ITS CLAIM IN LOCAL SMALL CLAIMS COURT. YOU AND ADYEN UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS, MEANING THAT THE PARTIES WAIVE THEIR ABILITY TO PARTICIPATE IN A CLASS ACTION. YOU AND ADYEN UNDERSTAND AND AGREE THAT ARBITRATION IS DIFFERENT FROM COURT PROCEEDINGS AND THAT DISCOVERY AND APPEAL RIGHTS MAY BE LIMITED IN ARBITRATION.

  • 16.3 For EEA and UK Users

    This Clause 16.3 applies to EEA and UK Users only.

    This Clause 16.3 is without prejudice to a Party’s right to seek interim relief against any other Party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other Parties. These Bank Account User Terms are exclusively governed by Dutch law excluding the Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Bank Account User Terms will be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.