Terms & Conditions - Accounting Principles for Merchants
The Adyen Terms and Conditions applicable to your Merchant Agreement (available at https://www.adyen.com/legal/terms-and-conditions) will be supplemented with the following wording, intended to clarify Adyen’s accounting treatment of Scheme Owner, Issuer, and third party Acquirer imposed fees which Adyen passes through to you, the Merchant. This clarification is required to ensure that Adyen’s accounting treatment and regulatory reporting of such pass-through fees is fully in compliance with the laws and regulations applicable to Adyen as a regulated bank and publicly listed entity (including IFRS reporting requirements).
This supplemental language does not change the fees agreed in your Merchant Agreement and associated pricing schedule or interrupt or otherwise change Adyen’s provision of the Adyen Services to you, rather it clarifies our accounting of such fees. There will be no operational, technical, or commercial impact for you as a result of this update.
This update will take effect upon the later of (i) one month after 7 February 2023 or (ii) the date prescribed by any notice requirements in your Merchant Agreement.
Clause 2.1 (Payment Processing) of the Terms and Conditions will be supplemented with the following wording:
The processes for authentication, Authorisation, third party Acquiring, clearing and Settlement of Transactions, to Adyen, are controlled by and are the responsibility of the third party Acquirers, Scheme Owners and Issuing Banks and are subject to the Scheme Rules set by the Scheme Owner(s). Adyen acts in its own name and does not have primary responsibility for services provided by these third parties and does not control the services provided by third party Acquirers, Issuing Banks and Scheme Owners.
Within the context of the overall Adyen Services provided to Merchant, Adyen’s Acquiring Service is to be seen as a distinct service from the services performed by Scheme Owners and other connected parties (such as third party Acquirers or Issuing Banks), as determined by the applicable Scheme Rules. The Acquiring Service allows Merchant to use the Scheme Owners’ networks and services for Merchant’s benefit.
More specifically, Adyen’s Acquiring Services include the following:
accepting Transactions from Merchants and routing the same to the relevant third party Acquirer, Scheme Owner or Issuing Bank;
collecting and Settling the resulting funds to Merchant;
transmitting pass-through fees, including Scheme Owner costs, to Merchants where interchange plus plus (sometimes referred to as interchange ++ or interchange plus) pricing is agreed; and
reconciliation services for Transactions Acquired and Settled via Adyen, reconciling processed Transactions with settlements received from the relevant third party Acquirers, Scheme Owners and Issuing Banks.
Clause 2.8 (Settlements) of the Terms and Conditions will be supplemented with the following wording:
Merchant acknowledges that if a third party Acquirer, Scheme Owner or Issuing Bank does not timely or correctly settle funds to Adyen, Adyen does not have any control over timely settlement or correction of incorrect settlement by such Scheme Owner, Issuing Bank, or third-party Acquirer. Adyen will however on request, on a best efforts basis (without guaranteeing a successful outcome) and on behalf of all of its merchants, request settlement and/or correction of an error by a Scheme Owner or third party Acquirer.
Clause 3.6 (MSC Calculation) of the T&Cs will be supplemented with the following wording:
With respect to the ‘Blend Fee’ pricing structure, any charges and/or fees from the relevant Scheme Owners, Issuers, and/or third party Acquirers are collected on behalf of such third parties by Adyen.
With respect to the ‘Interchange Plus’ pricing structure, Merchant acknowledges that the Interchange Fees (including ‘scheme fees’) are borne by Merchant, including any increases or decreases thereof. Interchange Fees are collected by Adyen on behalf of Scheme Owners and payable by Merchant to Adyen. The Adyen Acquiring mark-up is agreed between Adyen and Merchant as compensation for Adyen’s risk and efforts related to the Acquiring of Transactions for Merchant. Merchant acknowledges that the Interchange Fees (including any ‘scheme fees’) are set by the Scheme Owners (and not by Adyen).