Compliance Update - Adyen Terms & Conditions

Updated: May 01, 2017

This document serves to give notice of a compliance update that Adyen is required to make to its current terms and conditions. This update is made to ensure Adyen continues to comply with applicable laws and with related regulatory conditions under its financial services licenses. This update will become applicable effective as per the 4th of July 2017. 

These updated terms shall be read in supplement to the current terms and conditions of the Merchant Agreement, which terms will remain unchanged.

Updated Terms

The following terms will apply to all Merchants, due to the introduction of Payment Services Directive 2.

  • Where Adyen provides payment services for the Merchant within the European Economic Area ("EEA") and where the Account Holder's payment service provider is located in the EEA, the parties hereby agree and confirm in accordance with article 62(2) of PSD2 that the Merchant shall pay the charges levied by Adyen and the Account Holder shall pay the charges levied by his payment service provider (i.e. the 'SHA' (shared) principle).
  • Title 7B of Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) and other laws and regulations implementing Directive (EU) 2015/2366 ("PSD2") or its predecessor, Directive 2007/64/EC ("PSD"), are not applicable to the extent it is permitted to deviate from relevant provisions in relationships with non-consumers, in accordance with Article 38 and 61 PSD2 (or Article 30 and 41 PSD).

The following definitions from the current Terms & Conditions are provided for ease of reference:

Account Holder: Any person who is authorised to use a Payment Method issued to him. (e.g. a shopper).

Payment Method: A method of enabling payments by Account Holders to merchants such as Cards, online and offline bank transfers and direct debits offered by the scheme owners.

The following terms will apply only to Eligible Merchants who will be granted a Bank Account:

New Definitions:

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

Eligible Merchant: A merchant which is deemed eligible to hold a Bank Account by Adyen (in its discretion) and, as such, is provided a Bank Account as part of the Services.

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

1. Bank Account

Adyen may open a Bank Account for a Merchant, which is an Eligible Merchant. The Merchant agrees that the Bank Account shall be used only for commercial or business purposes, and not for personal, family, or household purposes.

2. Outgoing transfers

By default, subject to the Deposit being at the applicable Deposit Level, any credit balance on the Bank Account will each Business Day be automatically transferred to the Merchant's designated contra bank account(s) held with a third-party bank ('sweepings'). If and to the extent necessary, the Merchant hereby authorises Adyen to execute sweepings from the Bank Account to the Merchant's designated contra account(s). Adyen may also grant Merchant the option to initiate a funds transfer from the Bank Account by submitting a Payment Instruction to Adyen or by instructing a third-party payment initiation service provider to issue a Payment Instruction on Merchant's behalf. Adyen may also grant the Merchant the option to set its own sweeping settings (including the frequency of sweeping and the bank accounts to which funds transfers will be made) for the Bank Account. The Merchant may obtain rectification of an unauthorised or incorrectly executed automated sweeping or Payment Instruction from Adyen only if the Merchant notifies Adyen without undue delay on becoming aware of any such unauthorized or incorrect transfer, and no later than 6 months after the debit date.

3. Date of receipt of a Payment Instruction

If Adyen receives a Payment Instruction from the Merchant after the end of the Working Hours of a Business Day, this Payment Instruction will be deemed to have been received on the following Business Day. The Merchant and Adyen may agree that execution of a Payment Instruction shall start on a specific day or at the end of a certain period or on the day on which the Merchant has put funds at Adyen's disposal, in which case the time of receipt of the Payment Instruction will be deemed to be the agreed day. If the agreed day is not a Business Day for Adyen, the Payment Instruction received shall be deemed to have been received on the following Business Day.

4. No debit balance

Adyen will not allow the Bank Account to be debited by the Merchant if the Deposit is not at the applicable Deposit Level. The Merchant agrees that Adyen has the right to debit the Bank Account to bring the Deposit to the applicable Deposit Level. Unless otherwise agreed between Adyen and the Merchant, the Bank Account shall always have a credit balance and no debit balance shall be permitted. 

5. Multi-currency

The Bank Account has a multi-currency structure, such that multiple currencies can be administered on the same Bank Account (with the same International Bank Account Number, "IBAN"). The default currency is Euro, unless otherwise agreed between Adyen and the Merchant. 

6. Interest for funds on Bank Account

The Bank Account will carry interest in the following way. Interest will be paid on amounts that are credited on the Bank Account for longer than 2 Business Days. This means that interest will be calculated on a daily basis, based on the 'End of Day' balance of that day minus the credited amounts on the Bank Account over the most recent 2 days (that day and the day before). The interest rate will be calculated on the basis of the shortest term interbank reference rates plus a margin (which can be positive or negative), as communicated by Adyen from time to time. 

7. Right to set-off

Without prejudice to any right to set-off which Adyen may be entitled to as a matter of law, Adyen may set-off any amounts due to the Merchant or standing to the credit of the Bank Account against any amounts owed or other liabilities of the Merchant, now or at any time hereafter due, owing or incurred by the Merchant to Adyen under, in connection to, or pursuant to the terms and conditions of the Merchant Agreement. This right of set-off includes but is not limited to the situation where proceedings are initiated for the winding up, bankruptcy or dissolution of the Merchant (or similar proceedings). Adyen may also set-off if: (i) Adyen's debt is conditional or not due; and/or (ii) the Merchant's debt is not due. The Merchant will be informed of Adyen's use of its set-off rights. Claims expressed in different currencies will be set-off at the prevailing exchange rate(s) at the date of set-off.

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