Schedule – PIX – Payment Account
Acceptance of this Schedule
Upon acceptance of this Schedule through the digital or electronic channels made available by Adyen, the Merchant accepts and agrees with the clauses set forth herein.
“Adyen” means Adyen do Brasil Instituição de Pagamento Ltda., a Brazilian payment institution enrolled with the National Corporate Taxpayers’ Registry (CNPJ/ME) under No. 17.796.606/0001-90, with its registered office located at Avenida das Nações Unidas, 14.261, Condomínio WT Morumbi, conjunto 3001B - Ala B, Vila Gertrudes, São Paulo – SP, CEP 04794-000.
“Payment Account” means the payment account registered solely and exclusively in the name of the Merchant, which may be used to carry out the Instant Payment Transactions and the Payout Transactions, subject to this Schedule.
“Merchant” means a legal entity that has a valid Merchant Agreement with Adyen and has requested the opening of the Payment Account for Instant Payment Transactions.
“Instant Payment Transactions” any instant settlement transaction specifically made through the payment arrangement established by the Central Bank of Brazil ("PIX"), between deposit account and/or payment account with any financial institution or payment institution enabled to receive and make such payments.
“BACEN” means the Brazilian Central Bank.
“Payout Transactions” means all transactions facilitated by Adyen, pursuant to this Schedule, from the Merchant´s Payment Account to another deposit account and/or payment account owned by Merchant and held at any financial institution or payment institution.
1.1. This Schedule applies to the Payment Account(s) that is (are) opened by the Merchant in Adyen and the provision of instant payment services to Merchant by Adyen. This Schedule must be read in conjunction with, and will apply in addition to, other terms that may exist between both parties, including the Merchant Agreement and relevant Addendums and Adyen Terms and Conditions. Capitalized terms that are not defined herein shall have the meaning prescribed to them in the Merchant Agreement. In case of conflict between the terms included in this Schedule and other terms that may exist between both parties, this Schedule shall supersede solely for the PIX Services.
2. PIX Services
2.1. The provision of PIX requires the opening and maintenance of a Payment Account, as governed by this Schedule.
2.2. Merchant acknowledges and agrees to comply with the relevant BACEN regulations and other regulations applicable to the Pix scheme.
2.3. Adyen will charge the Merchant a fee for the processing of Instant Payment Transactions as agreed upon between Adyen and Merchant.
2.4. The agreed fees will be withheld upon receipt of the amounts linked to the deposit account/Payment Account previously registered and approved for the receipt of Instant Payment Transactions.
2.5. The service of processing Instant Payment Transactions provided by Adyen may be used in the channels qualified/made available by Adyen, in accordance with the technical documentation available on https://docs.adyen.com.
2.6. Upon request by Adyen, Merchant shall provide information and documents to comply with regulations applicable to Instant Payment Transactions, within five (5) business days or such other timeframe as may be required, under penalty of suspension of the services, without prejudice to any applicable judicial measures. Such information includes but it is not limited to those related to anti-money laundering and counter-terrorism financing.
2.7. Merchant shall be liable for a full Refund to Adyen in the event of fraud relating to a Transaction(s).
2.8. The PIX trademark is the exclusive property of the Central Bank of Brazil, which grants a temporary, non-exclusive and non-transferable license of use to Merchant. Merchant understands and agrees that:
(i) the use of the PIX trademark must be in compliance with the Regulations and the Brand Use Manual available at BACEN’s website;
(ii) it is prohibited (a) to use the PIX trademark for products not related to the scheme; (b) to register or attempt to register a company name, trade name, logo, or any internet domain name containing a reference to the PIX trademark; and (c) to question the ownership of the PIX trademark;
(iii) the PIX trademark may not be used in a smaller size than the marks, symbols or logos of the other payment instruments accepted by the Merchant;
(iv) it is prohibited to convey
the impression that PIX has a more restricted or less advantageous acceptance than the other payment instruments accepted;
(v) if improper use of the PIX brand is found, Adyen will notify the Central Bank of Brazil and may suspend the services or otherwise require that the use be discontinued; and
(v) Merchant shall fully indemnify Adyen for any claims in respect of Merchant’s use or violation of the Pix trademark.2.9. Merchant acknowledges and agrees i) to comply with the Scheme Rules relevant to Pix which include the Pix regulations published by BACEN, and all other applicable manuals and regulations, including the User Experience Manual available at BACEN’s webpage and ii) that non-compliance with such Scheme Rules, regulations, and manuals may lead to Fines imposed by BACEN.
3. Payment Account
3.1. The Payment Account is a payment account of sole and exclusive registration in the name of and for use by the Merchant. The Payment Account may be used, exclusively, to carry out Instant Payment Transactions and Payout Transactions, pursuant to this Schedule and applicable laws and regulations.
3.2. For purposes of opening and registering the Payment Account, the Merchant authorizes Adyen to collect and use all data, information and registration documents provided by Merchant under the Merchant Agreement, and undertakes to, promptly, provide to Adyen any additional data, information and registration documents that Adyen may request for such matter (“Documents”).
3.2.1. Adyen shall analyze the Documents for registration and opening of the Payment Account. Following such analysis, Adyen may: (a) approve the opening of the Payment Account; or (b) refuse to open the Payment Account, in case the Merchant does not comply with any admissibility criteria.
3.2.2. Upon approval of registration and opening of the Payment Account, Adyen shall provide the Merchant with an identification number of the Payment Account and the instructions for the access thereto.
3.2.3. Requirements and Criteria for Opening the Payment Account. The Payment Account may be opened by a Merchant who meets and maintains compliance with the following representations:
(i) is headquartered in Brazil;
(ii) is an authorized representative with legal capacity and rights of representation to enter into contracts on behalf of the Merchant and carry out the Instant Payment Transactions and Payout Transactions, among other duties;
(iii) it has the legal capacity to enter into and comply with this Schedule and carry out the Instant Payment Transactions and Payout Transactions in accordance with applicable law and regulation.3.2.4. The Merchant is responsible for providing Adyen with true, consistent, accurate, complete, correct and sufficient Documents for registration and opening of the Payment Account and take full responsibility for keeping such Documents permanently updated, under penalty of suspension of the payment services of this Schedule and/or access to the Payment Account and its related functions.
3.2.5. Independent Assessment. Adyen may, at its sole discretion, carry out any searches it deems necessary to confirm or verify data, request additional information and documents from the Merchant that Adyen deems relevant in order to check the registration data, and resort to public or private databases. Adyen may request the Merchant to clarify or update any registration data or other Documents previously submitted to it, as it deems necessary to keep its records updated.
3.3. Access and Use through Digital Environment. The Payment Account can be accessed and used exclusively in a digital environment. Accordingly, there are no physical locations where the Merchant can access the Payment Account and perform the Instant Payment Transactions.
3.4. Conditions to the Use of the Payment Account. The Merchant may use the Payment Account, including its features, and carry out the Instant Payment Transactions and Payout Transactions, if the following requirements are, and continue to be, met:
(i) there are sufficient funds in the Payment Account to support the payment of amounts corresponding to the Payout Transactions and relevant fees; and
(ii) Merchant is in compliance with all terms and conditions of this Schedule, the Merchant Agreement, and all applicable law and regulations.3.5. Security. All Transactions must be carried out in compliance with Adyen's security and risk policies and procedures, which may require the use of a personal password, PIN code completion, and/or mobile app authentication mechanisms specifically developed by or for Adyen, as well as any other procedures that may be required to ensure security and reliability of the Payment Account.
3.6. Access Data. The Merchant's data to access the Payment Account is confidential, personal, and non-transferable, and shall not be shared with third parties in any event. The Merchant is solely and exclusively responsible for its use of the Payment Account. Adyen shall not be responsible for misuse of the Merchant’s data to access the Payment Account nor for Instant Payment Transactions and Payout Transactions carried out by reason of the Merchant's negligence and/or imprudence in using its data to access the Payment Account.
3.7. Block, Suspension, or Interruption of the Payment Account. In case any of the following situations is deemed applicable, Adyen may suspend, discontinue and/or block access to and/or use of the Payment Account and its features in whole or in part by the Merchant at any time, without prejudice to any termination rights of this Schedule or the Merchant Agreement:
(i) breach of any term and condition of this Schedule, the Merchant Agreement, and/or applicable law or regulation;
(ii) any information provided to Adyen in connection with the Services is insufficient, incomplete, incorrect, or fraudulent;
(iii) evidence of irregularity or fraud by the Merchant in carrying out Instant Payment Transactions and Payout Transactions;
(iv) non-use of the Payment Account for more than ninety (90) days; and/or
(v) if any inaccuracy or falsity is found in the information provided in the registration data or other Documents required for opening and registering the Payment Account, or the Merchant refuses to provide any additional data, information, and documents requested by Adyen.
3.7.1. Adyen shall restore Merchant’s access and/or use of the Payment Account when Merchant has cured or corrected the situation that has given grounds to the blocking, suspension, or interruption, as the case may be. In the case of fraud or criminal intent of the Merchant, Adyen in its reasonable discretion may block, suspend, or otherwise interrupt the Pix Services indefinitely, without prejudicing Adyen’s right to terminate the Pix Services entirely. For the avoidance of doubt, Adyen shall not be held liable for Instant Payment Transactions, or Payout Transactions not carried out during the period in which the Payment Account could not be used.
4. Payment Account Service and Features
4.1. Funding of the Payment Account. To carry out a Payout Transaction, the Merchant must have funds in the Payment Account.
4.2. Payout Transactions in the Payment Account. The Merchant may at any time request Adyen to transfer all or part of the balance available on the Payment Account to another deposit account and/or payment account owned by Merchant and held at any financial institution or payment institution. The transfer will be processed by Adyen directly to Merchant´s other account.
4.2.1. Notwithstanding the foregoing, the Merchant hereby expressly authorizes Adyen to transfer any and all balance of the Payment Account to other deposit accounts and/or payment accounts owned by Merchant with any financial institution or payment institution previously informed to Adyen. The transfers herein authorized may be carried out by Adyen on behalf of the Merchant on a daily basis. The Merchant may change the bank account or the payment account to which the funds from the Payment Account shall be transferred upon request to firstname.lastname@example.org, according to the deadline to be informed by Adyen.
4.3. Instant Payment Transactions. The Payment Account can be used to receive Instant Payment Transactions. Amounts relating to the Instant Payment Transactions will be credited to Merchant´s Payment Account after such amounts have been screened pursuant to applicable laws and regulations, specifically those laws and regulations with regard to anti-money laundering and financial crime. Funds that are reasonably deemed suspicious will be returned to the sender or treated otherwise in accordance with applicable laws and regulations.
4.3.1. PIX Key. Merchant’s Payment Account will be registered and identified by a randomly generated PIX key intended to perform the Instant Payment Transactions. If available, upon prior communication by Adyen, the Payment Account may be identified by other methods allowed under applicable law and regulation.
4.3.2. Upon receipt of the required information provided by the Merchant relating to the Instant Payment Transaction, Adyen will review such information and may:
(i) approve and allow performance of the Instant Payment Transaction; or
(ii) cancel the Instant Payment Transaction, in case of any irregularity.4.3.4. Adyen shall not be responsible for any consequences resulting from inaccuracies and/or errors relating to the information provided to or by Merchant in connection with the Instant Payment Transactions.
4.3.5 Special Mechanism of Return. WHENEVER THERE IS JUSTIFIED INDICATION OF OCCURRENCE OF FRAUD IN THE USE OF AN INSTANT PAYMENT TRANSACTION, OR OPERATIONAL FAILURE IN THE INFORMATION TECHNOLOGY OPERATIONAL SYSTEM OF ANY OF THE PARTICIPANTS INVOLVED IN SUCH INSTANT PAYMENT TRANSACTION, THE MERCHANT AUTHORIZES ADYEN TO RETURN THE AMOUNTS TO THE FINANCIAL INSTITUTION OR PAYMENT INSTITUTION OF THE RELEVANT PAYING MERCHANT´S CLIENT, AS WELL AS THE BLOCKING OF THE FUNDS REGISTERED IN THE PAYMENT ACCOUNT IN ONE OR MORE INSTALLMENTS, UNTIL THE TOTAL AMOUNT OF THE TRANSACTION IS RETURNED, IN ACCORDANCE WITH RESOLUTION BACEN n. 103, DATED JUNE 8, 2021.
4.4. Executing, canceling, or changing Instant Payment Transactions. The Merchant may request correction of unauthorized or incorrect Instant Payment Transactions performed by Adyen, provided that the Merchant promptly notifies Adyen as it becomes aware of any such unauthorized or incorrect transaction, but no later than eighty (80) calendar days from the Instant Payment Transaction. After such period, the Instant Payment Transactions are automatically regarded as correctly executed and the Merchant shall not have the right to object to the Instant Payment Transactions. The provisions contained herein shall not exempt the
Merchant to take all measures to prevent an error or misuse of the Payment Account and all data and information pertaining to it.
4.5. The request for return of amounts will be made in accordance with the applicable procedures, deadlines, and limits, pursuant to the rules and regulations established by the BACEN. Merchant understands and agrees that:
(i) a return request enables the opening of a dispute with PIX but does not guarantee the refund of the amount of an Instant Payment Transaction;
(ii) the request may be rejected if there is no effective proof of systemic failure or fraud, as determined by Adyen and the institution that has a relationship with the receiving user;
(iii) no refund request will be possible after the expiration of the term set forth in the applicable rules; and
(iv) failure to send the information and documents requested by Adyen will result in cancellation of the request.
5. Payment Account Closing
5.1. Closing of the Payment Account. The Merchant may close the Payment Account at any time, regardless of prior notice and without cause, upon written request to Adyen, provided that:
(i) there is no available or blocked balance in the Merchant's Payment Account;
(ii) there are no Transactions to Merchant´s clients registered, not yet performed, or pending validation;
(iii) there are no scheduled Transactions;
(iv) there is no payment of fees pending by the Merchant.
5.1.1. Upon closure of the Payment Account, the Merchant will not be able to receive amounts from new Instant Payment Transactions, but the Payment Account will remain open by Adyen, for eighty (80) days, for fulfillment of returns requested through the special mechanism of return, as further outlined in the Pix regulations.
5.2. In addition to any termination or suspension rights included herein, Adyen may close the Payment Account with cause and with immediate effect, without advance notice to Merchant, in case of:
(i) evidence of fraud or suspected fraud by the Merchant, at the sole discretion of Adyen, or in case of performance of irregular, illegal and/or non-standard use of the Payment Account by the Merchant;
(ii) breach of any of the terms or conditions of this Schedule, the Merchant Agreement, Pix scheme rules, or other applicable law or regulation by the Merchant;
(iii) existence of registration or credit restrictions on behalf of the Merchant verified in public databases and information consulted by Adyen;
(iv) when required by a competent regulator;
(v) the Merchant is declared bankrupt or there is indication the Merchant may become bankrupt, has requested judicial recovery, or proposed extrajudicial recovery;
(vi) continued provision of the Payment Account service would adversely affect Adyen´s reputation and/or good standing;
(vii) the Payment Account is suspended, interrupted or blocked for more than seven (07) days.
5.2.1. Upon closing of the Payment Account by Adyen, Adyen shall:
(i) process all Transactions of Merchant´s clients already registered, as scheduled, in accordance with the terms of this Schedule;
(ii) make the final Payout Transaction to Merchant in order to liquidate all funds that may be available in the Payment Account.
5.3. Merchant is aware and agrees that the closing of the Payment Account makes the Instant Payment Transactions and Payout Transactions unavailable and may impact and cause the termination of other services provided by Adyen under the Merchant Agreement that demand the provision of a Payment Account.
5.4. Adyen is not subject to any penalty or additional obligation towards Merchant in case of closing of the Payment Account, except for the obligations expressly set forth in this Schedule and in the Merchant Agreement and the Schedules thereto.
6. Changes and Amendments
6.1. Changes to this Schedule. Any communications sent or provided by Adyen to the Merchant with respect to the rules of use and/or technical and operational procedures relating to the Payment Account are integrated into this Schedule, as if they were transcribed herein. The Merchant agrees that Adyen may unilaterally change or supplement this Schedule by giving the Merchant written notice.
6.1.1. The following shall automatically be deemed amendments or updates to this Schedule without separate notice:
(i) amendment and/or updating of rules of use and/or technical and operational procedures related to the Payment Account;
(ii) regulatory or legislative requirements applicable to the Payment Account or any other matter subject to this Schedule;
(iii) inclusion of new features to the Payment Account and/or products that may be developed by Adyen; and/or
(iv) interruption, temporarily or permanently, or suspension of the availability of certain features of the Payment Account by Adyen.6.1.2. Adyen shall communicate and make available to the Merchant the changes and/or updates to this Schedule through any of the communication channels used by Adyen.
6.1.3. In case the Merchant does not agree with the changes implemented by Adyen, it will be allowed to terminate this Schedule and request the closing of the Payment Account, without any penalties, pursuant to this Schedule.
7. Term and Termination
7.1 Term and Termination of this Schedule. The terms and conditions set forth in this this Schedule shall be valid and enforceable for the same period as the Merchant Agreement as from the date of its acceptance and shall oblige the Merchant and Adyen and their successors in any way.
7.2. Termination of this Schedule shall occur pursuant to Section 5.
7.3. Consequences of termination of this Schedule. The termination of this Schedule implies the termination of the Payment Account as well as the service of processing Instant Payment Transactions.
8.1. Merchant shall comply with all Pix scheme rules, BACEN regulations, and other applicable laws and regulations.
8.2. Merchant acknowledges that the Payment Account as well as any Payment Transaction and Instant Payment Transaction are subject to fraud, anti-money laundering and terrorism financing monitoring laws, rules, and regulations.
8.3. This Schedule shall be governed by Adyen Terms and Conditions and the Merchant Agreement.