Effective from: December 2025.
*All references to “AffiniPay, LLC” or “AffiniPay” herein mean “8am, LLC” or “8am”, respectively.
Pursuant to the 8am Terms of Service (the “Terms”), you must also accept these Adyen Terms and Conditions (these “Terms and Conditions”) to access or use any Payment Solution, unless your monthly statement identifies Worldpay or TSYS as your processor, in which case the alternate terms and conditions identified for those processors within the Terms shall apply to that Payment Solution. Any terms used but not defined in these Terms and Conditions will have the meaning provided in the Terms. Processor, 8am, any Network, and/or any Acquiring Institution may enforce any provisions of these Adyen Terms and Conditions.
1 Definitions
In these Adyen for Platforms Terms and Conditions (the “Terms and Conditions”), the following definitions will apply:
3D Secure
The “Three-Domain Secure” protocol developed by Visa International Inc. (Visa) branded as “Verified by Visa” and “MasterCard SecureCode” developed by MasterCard International Inc. (MasterCard), including successive versions thereof and any amendments thereto.
8am, “our”, “us”, or “we” means 8am, LLC, along with any parent company, subsidiary or affiliate.
Acquirer
A financial or payments institution (which may be a third party) that processes Transactions on your behalf by (i) routing Transactions to and from the Networks or Issuing Banks and (ii) Settling to you.
Acquiring or Acquiring Services
Use of a Payment Method via Processor where Processor acts as the Acquirer or Processor contracts with the relevant third-party Acquirer on your behalf to enable your use of such Payment Method, as further detailed in these Terms and Conditions.
Acquiring Institution
An entity that is authorized by a Network to enable the use of a Payment Methods by accepting Transactions from you on behalf of the Networks, routing these to the Networks or Issuers and collecting and settling the resulting funds to you.
Applicable Law
Any law, statute, regulation, rule, ordinance, subordinate legislation, and any implementing regulations applicable to the relevant obligation, activity, or status of the relevant party or to the provision of the Services in the relevant region that is made or given by a regulatory authority of any national, federal, commonwealth, state, provincial, or local jurisdiction.
Authorization
The process of confirming that a Purchaser has a valid account, and if the relevant Payment Method allows for it, that a Purchaser has sufficient credit or funds in such account to cover the relevant Transaction amount before Capture. “Authorize” or “Authorized” will have the corresponding meaning. Alternatively, the process whereby a Purchaser (or you on Purchaser’s behalf) requests permission for a Payment Method to be used for a particular purchase of your User Products or Services.
Capture
The instruction to charge the account of Purchaser for the relevant Transaction amount. Prior Authorization may be required by the Network. “Captured” and “Capturing” will have corresponding meanings. Alternatively, the confirmation by you to Processor that a Transaction for which it received an Authorization is to be executed and the Account of a Payer is to be actually charged for the Transaction.
Capture Period
The period during which Capture may occur following an Authorization. The Capture Period varies per Payment Method.
Card
Any form of card (including a credit card or debit card), which may be used by a Purchaser to carry out a Transaction on such Purchaser’s Card account.
Cardholder
Any person who is issued a Card and possesses and uses a Card and, where required on a Card, whose signature appears on a Card as an authorized user.
Chargeback
A Transaction that is successfully charged back on request of Purchaser or the Issuer pursuant to the relevant Network Rules, resulting in a cancellation of a Transaction for which you have been paid or was due to be paid and an obligation to refund the relevant amount of the Transaction to Purchaser. Any additional Chargeback for the same Transaction will be considered a separate Chargeback (e.g., if a Chargeback defense is unsuccessful).
Claim
Any claim by a third party or assertion by a third party, expressly including investigations by governmental authorities or claims from Networks and Acquirers for payment of Fines. A party’s affiliated entities will not be considered third parties for the purpose of this definition.
CVM Code
The 3- or 4-digit numeric verification code that is printed on a Card. This code may be referred to as a CVV, CVV2, CVC, CVC2, CSC, CSC2, CID or other similar term, depending on the Card Network.
Delivery Date
The date on which the complete User Product and/or User Service is delivered to a Payer who paid for the corresponding Transaction.
Fine
Any fine, assessment, uplifted service fee or other additional payment as imposed by the Networks, regulatory or governmental authorities and/or Acquirers. Alternatively, any fine, uplifted service fee or other additional payment as imposed by the Networks and/or Acquiring Institutions to 8am, you and/or Processor, as a result of situations such as, but not limited to, breach of Network Rules by you or caused by you or 8am, excessive fraud levels or excessive Chargeback levels.
Fraud Control Tool
The fraud control tool set made available by Processor as part of the Services, which assigns a fraud score to Transactions indicating the likelihood of the Transaction being fraudulent and enables Platform (on your behalf) to automatically reject Transaction based on threshold values set by Platform on your behalf.
Fulfillment Date
The date on which the complete User Products and Services is delivered to the Purchaser who paid for the corresponding Transaction.
Indemnified Losses
Any and all liabilities, costs and expenses, including reasonable legal fees, settlements, equitable relief, judgments, offsets, or damages based on or resulting from any Claim.
Insolvency
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.
Issuer or Issuing Bank
An institution that issues or otherwise makes available accounts and/or Payment Methods to a Purchaser and whose name appears on the Card or account statement as the Issuer. Alternatively, an institution that issues Payment Methods to a Payer and whose name appears on a Card or bank account statement as the Issuer or who enters into a contractual relationship with a Payer with respect to the Payment Method.
Network
Visa, MasterCard, Discover, American Express or comparable parties licensing Cards. Also known as a “Scheme.”
Network Rules
The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Networks as may be amended or supplemented over time and with which you must comply when using the relevant Payment Method. Processor or 8am may make extracts and summaries of the Network Rules available to you, but only the then current applicable Network Rules as issued by the relevant Network are binding on you. Also known as “Scheme Rules.”
Order Currency
The currency in which the Transaction is originally presented to a Purchaser by you. Alternatively, the currency in which the Transaction is originally offered to a Payer.
Payer
A person or entity, including Cardholders, that is paying for the User Products/User Services.
Payment Currency
The currency in which a Transaction is processed.
Payment Details
The information which makes up a Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction by Processor and to perform fraud checks, including details regarding a Card, a Payer, relevant authentication details and the payment amount.
Payment Interface
An electronic connection method provided by Processor to Platform and/or you for providing the Payment Details for individual Transactions. Alternatively, an electronic connection method provided by 8am or Processor to you for providing the Payment Details for individual Transactions allowing Processor to provide its Services with respect thereto.
Payment Method
A method of enabling payments by Purchasers to you (which includes, but is not limited to, Cards, online and offline bank transfers, and direct debits). Alternatively, a method of enabling payments by Payers to you such as Cards, online and offline bank transfers and direct debits offered by the Networks.
PCI DSS
The security standards for transmitting, processing or storing Card data / payment details required to be observed under the Network Rules (available at www.pcisecuritystandards.org).
Personal Data
Data and/or information, including personal information, related to an individual person as such meanings are interpreted in accordance with relevant data protection laws and regulations.
Platform
The payments platform offered by 8am through which you connect with Purchasers. This is also referred to as “Payment Solution” in Part II of the 8am Terms of Service.
Privacy Statement
A description of how Processor and its group companies collect and process Personal Data, as amended from time to time. The Privacy Statement is available at https://www.adyen.com/privacy-policy.
Processor
Adyen N.V., a company registered in Amsterdam under number 34259528 and having its seat at Simon Carmiggeltstraat 6-50, 1011 DJ in Amsterdam, the Netherlands and/or any of its local affiliates (each separately and together referred to as “Processor”) where required for the provision of Services in accordance with local laws and Network Rules as further provided below. Processor does not require local affiliates in the European Union. Processor operates in the United States with its San Francisco branch office at 505 Brannan Street, San Francisco, CA 94107.
In those jurisdictions where Processor requires a local Processor entity to be included as an additional party to the relevant User Agreement, Processor will also mean the relevant local Processor entity below, in each case together with Adyen N.V.:
If your legal entity is registered in Canada, Adyen Canada Ltd. a company registered under company number C1239120 whose registered office is at Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. BOX 49314 Vancouver BC, V7X 1L3, Canada.
When a Processor local entity is additionally included as Processor, pursuant to the above, the local Processor entity will be responsible to fulfill all obligations locally under these Terms and Conditions unless Adyen N.V. is required by law to fulfill the obligation.
Prohibited and Restricted Products and Services List
The list of User Products and Services that are prohibited or restricted for use with the Services, as amended from time to time. The Prohibited and Restricted Products and Services List is available at https://www.adyen.com/legal/list-restricted-prohibited.
Purchaser or Shopper
An individual person or legal entity purchasing a good or service from you for which a Transaction is submitted to Processor for processing. Also referred to as “Cardholder” or “Account Holder”.
Refund
The reversal (whether partial or in full) of a Transaction whereby the funds are reimbursed to a Purchaser by Processor at your request. Alternatively, a (partial) reversal of a particular Transaction on your initiative or request, whereby the funds are reimbursed to a Payer.
Reserve Level
The minimum level of Rolling Reserve as may be required for you from time to time pursuant to these Terms and Conditions.
Rolling Reserve(s)
A sum of money withheld from Settlement by Processor as security for Chargebacks, Fines and other potential fees due to Processor.
Service(s)
The collective set of payment processing, fraud control, reconciliation, Settlement and/or additional services as may be provided by Processor to you, via Platform, to enable you to use Payment Methods to receive payment from Purchasers. Alternatively, the collective set of payment processing, fraud control, reconciliation, reporting, Settlement and other services as provided by Processor to you to enable you to use Payment Methods to receive payment from your Payers.
Settlement
The transmission of funds by Processor to you that Processor has received from Acquirers, Networks, and/or Issuers, as applicable, in connection with Transactions minus any amounts payable to Processor or paid by Processor on your behalf, and (if applicable) any amounts needed to keep the Rolling Reserve at the then current Reserve Level. Alternatively, the payment of amounts owed by Processor to you, minus the amounts for Refund and Chargebacks, fees and any other amounts needed to maintain any applicable minimum account balance or deposit. “Settle” and “Settled” will have the corresponding meanings.
Software
The collective set of programs and data developed and/or operated by Processor as needed to provide the Service to you, including the Payment Interface. Alternatively, the collective set of programs and data developed and/or operated by Processor as needed to provide the Service to you, including the Payment Interface.
Taxes
Any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to such taxes, including any and all taxes based on or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, digital service, recapture, employment, excise and property taxes, as well as public imposts, fees, health insurance, unemployment insurance, workers’ compensation insurance, pension insurance, and other social security charges, together with all interest, penalties and additions imposed with respect to such amounts.
Terms and Conditions
The current version of these terms and conditions of Processor.
Transaction
The processing, in whole or in part, of any instruction for Authorization, Capture, and/or Settlement of Purchaser funds to you via Processor. Alternatively, an Authorization request of a Payer for a payment from a Payer to you submitted by you to Processor.
Uncompleted Order Amount
The total amount of Authorised, Captured and/or Settled Transactions for you on any point in time, for which your Products and Services have not been delivered to the relevant Purchasers at that time and/or for which the return rights or order cancellation rights of Purchaser under your terms and conditions and/or engagement letter and/or Applicable Law have not yet lapsed. Alternatively, the total amount of Authorized, Captured and/or Settled Transactions for you on any point in time, for which User Products and/or User Services have not been delivered to the relevant Payers at that time and/or for which the return rights or order cancellation rights of a Payer under your terms and conditions and/or applicable law have not yet lapsed.
User Agreement
These Terms and Conditions as agreed to in the application process as well as the terms of any other documents agreed or referred to in the application process (including the Prohibited and Restricted Products and Services List) that comprise the agreement entered into between Processor and you for the provision of the Services to you, including all schedules and other documents appended to it by reference. For the avoidance of doubt, this includes the agreement entered into between you and Processor.
User Products and Services
Products and/or services provided by you for which Transactions are processed via Processor.
You/your or User
The party entering into the User Agreement and these Terms and Conditions and for which Processor processes Transactions related to User Service and User Products.
2 Description of Services
2.1 Payment Processing
You will be using the Services via the Platform and authorize Processor to process and submit Transactions on your behalf. 8am will represent you with respect to your use of the Services and Processor is entitled to rely on the fact that 8am is authorised and mandated by you to use the Services and submit Transactions on your behalf in accordance with your permissions and instructions.
You will submit any and all Payment Details that Processor reasonably deems necessary and requests from you as part of the Transaction, including those Payment Details necessary to perform fraud checks and/or comply with Applicable Law. Processor may revise the required data needed to conduct fraud checks and process Transactions from time to time by providing notice to you via Platform. Failure to submit any required data with a Transaction may prevent the Transaction from being processed. If you continue to fail to provide the required data, despite request(s) from Processor to do so, Processor may be forced under the Network Rules to suspend Transaction processing and/or Transactions may be refused by the relevant Networks or Acquirers, and Processor may terminate the User Agreement in its sole discretion.
2.2 Processor Services
Processor delivers real time, or near real time, processing and related Services in accordance with Applicable Law and Network Rules. The Services may be enabled/disabled, in whole or in part, at 8am’s request where supported by Processor, and generally include the following:
a. gateway services (i.e., routing of Transaction messages on your behalf to and from supported Networks or Acquirers);
b. Acquiring services;
c. reconciliation services (i.e., reconciling processed Transactions with settlements received from the relevant Acquirers, Networks and/or Issuing Banks); and
d. any additional service enabled by Platform.
More specifically, Acquiring Services include the following:
a. accepting Transactions from you and routing the same to the relevant Acquirer, Network or Issuing Bank;
b. collecting and Settling the resulting funds to you; and
c. reconciliation services for Transactions Acquired and Purchaser funds Settled via Processor, reconciling processed Transactions with settlements received from the relevant Acquirers, Networks and Issuing Banks.
The processes for authentication, Authorization, Acquiring, clearing and Settlement are controlled by and are the responsibility of the relevant Acquirers, Networks and Issuing Banks, and subject to the Network Rules set by the applicable Network. Processor acts in its own name and does not have primary responsibility for services provided by any third parties and does not control the services provided by a third-party Acquirer, Issuing Bank or Network.
Within the context of the overall Services provided to you, the Acquiring Services are to be seen as a distinct service from the services performed by Networks and other connected parties (e.g., third-party Acquirers and/or Issuing Banks), as determined by the applicable Network Rules. The Acquiring Services allow you to use the Networks’ networks and services for your benefit.
Processor’s acceptance of you as a user of the Services and the relevant Payment Methods is strictly personal to you and limited to your use of the Services in order to obtain payment for its User Products and Services. You may not use the Services to facilitate the payment for products or services sold by third parties or resell the Services to third parties, unless otherwise approved by Processor.
2.3 Payment Method and Currency Support
Supported Payment Methods and currencies as part of the Services may change from time to time. Processor will give at least one (1) month notice to you (via Platform) of any discontinuation of or change in support for any Payment Method or currency, unless this is not reasonably possible given the cause for this change. Processor will use commercially reasonable efforts to offer an alternative for any discontinued Payment Method or currency to you.
You understand that Acquirers and/or Networks might suspend their offering to you, cancel certain Payment Methods, change the characteristics thereof and/or change the acceptance criteria under which they make such Payment Methods available. Following any such decisions of the relevant Acquirer and/or Network, Processor may be forced to block you from further use of a Payment Method or impose additional restrictions or conditions on your continued use of such Payment Method. Where possible, Processor will use commercially reasonable efforts to give you prior notice (via Platform) of any such change, restriction, condition or cancellation with respect to a Payment Method.
2.4 Fraud Control
All Transactions processed as part of the Services will be screened by Processor’s Fraud Control Tool, which performs a number of checks on a Transaction and attaches a resulting total score to the Transaction, which represents the likelihood of the Transaction being fraudulent. The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting total score, Transactions may be fraudulent or non-fraudulent. Platform will technically manage the settings of the Fraud Control Tool on your behalf. In addition, Processor reserves the right to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction.
2.5 Additional Services
In accordance with Applicable Law, Processor may use automated decision-making, including profiling, to determine whether you are eligible for additional services and products offered by Processor. If such a decision would produce legal effects or otherwise similarly significantly affect you, you have the right to obtain human intervention, express its point of view, opt-out of the automated decision-making, or to contest the ultimate decision based solely on automated processing. Please see the Privacy Statement for more information about your rights with respect to automated decision-making.
2.6 Settlement
Processor will Settle Purchaser funds to you for validly processed Transactions subject to: (i) such funds having been settled to Processor by the applicable Issuing Bank, Acquirer, and/or Network, together with all relevant information necessary to Settle such funds to you and (ii) your Rolling Reserve being at the applicable Reserve Level, if applicable. Processor will Settle received funds directly to you, withholding from the received funds the fees agreed between 8am and you. User is the creditor of the received funds and holds sole power of disposition over such funds. The Settlement frequency is based on your binding instructions, which are submitted by 8am on your behalf via the Platform. 8am is under no circumstances entitled to make any individual instructions towards Processor regarding the Settlement of the funds.
If an Acquirer, Network or Issuing Bank does not settle funds to Processor correctly or in a timely manner, then you acknowledge that Processor does not have any control over timely settlement or correction of incorrect settlement by such Network or third-party Acquirer. It is your responsibility to evaluate if the conditions imposed by the Payment Methods for settlement (as communicated from time to time through Platform) are acceptable to you. This is specifically relevant for certain Payment Methods that are not monitored and regulated by governmental financial services authorities, such as but not limited to non-Card Network related prepaid cards and SMS and IVR payments. You acknowledge and agree that Processor will not compensate you for late performance, non-performance, or Insolvency of an Issuing Bank, third-party Acquirer or Network that results in Processor and/or you receiving late Settlement, or not receiving Settlement.
Processor reserves the right to withhold Settlement of Transactions if they are Captured, but (i) suspected to be fraudulent, (ii) related to illegal activities, (iii) are otherwise anomalous, or (iv) likely to become subject to a Chargeback by Processor and/or the relevant Acquirer and/or Network, until satisfactory completion of Processor's investigation, that of the relevant Acquirer or Network or that of a third party nominated by any of these parties. You will give your full co-operation to any such investigation.
No interest will be due over amounts held by Processor prior to Settlement of such funds to you, except in the case that Settlement is delayed for a period of more than thirty (30) days due to the intent or gross negligence of Processor. In such case interest will be due by Processor for the late Settled amount at the rate of the three (3) month EURIBOR rate +2%.
If Processor receives a third party legal attachment or other legally binding order that requires Processor to withhold Settlements and/or payouts, Processor will act in accordance with Applicable Law.
2.7 Set-Off
Without prejudice to any right to set-off which Processor may be entitled to as a matter of law, you agree that Processor may, at any time, set-off and/or withhold any and all fees and other amounts due to Processor from any and all amounts Processor owes you under the User Agreement, including those amounts required to (i) cover Chargebacks, Refunds, Fines, or any negative balances; and/or (ii) satisfy the then-current applicable rolling Reserve Level requirements, regardless of whether these amounts are in different currencies or if any Insolvency is initiated by or against you. Processor may exercise the aforementioned right by (i) withholding such amounts from your Settlement amounts; (ii) requiring the immediate payment of such amounts; and/or (iii) offsetting such amounts against any amounts Processor owes you.
2.8 Rolling Reserve
Processor reserves the right to apply a Rolling Reserve to your account. The Rolling Reserve is a sum of funds retained up to the applicable variable Reserve Level (as such Reserve Level is determined by Processor) from funds to be Settled to you to cover for potential Refunds, Chargebacks, Fines, paid but not yet fully delivered User Products and Services and other potential financial obligations of yours towards Processor, Acquirers and Networks. The Rolling Reserve needs to be at the relevant Reserve Level in order for you to receive Settlement. The Rolling Reserve will be calculated and withheld from Settlements in accordance with Clauses 2.9 and 2.10 of these Terms and Conditions.
Processor reserves the right to change your Reserve Level in the event that, in Processor’s reasonable discretion, your risk profile materially changes (for example due to substantial growth of Transaction volume, new types of User Products and Services with increased risk, or increased Chargeback ratios on your account). You will be notified (via Platform) if Processor applies or removes a Rolling Reserve and informed of the applicable Reserve Level.
2.9 Reserve Level Calculation
Processor may set a Reserve Level to be applied by Processor to account for and cover for your potential indebtedness for fees, Fines and Chargebacks payable by you, based on Processor’s reasonably assessed then current estimate of the Uncompleted Order Amount, potential Fine exposure and other potential liabilities. Processor has the right to adjust the Reserve Level in its discretion from time-to-time to bring it in line with its then current estimates. Upon your first request, Processor will inform you via Platform of the information, estimations and assumptions and calculations used by Processor to establish the then current Reserve Level. The decision by Processor to not apply a Rolling Reserve at a particular time where it is entitled to do so under this clause does not constitute a waiver of Processor’s right to apply a Rolling Reserve at a later date.
2.10 Rolling Reserve Release
Processor will establish and keep the Rolling Reserve at the Reserve Level by deducting funds from or adding funds to each Settlement. If at any point in time the Rolling Reserve is insufficient, Processor may require youto immediately transfer such funds to the account of Processor as is necessary to bring the Rolling Reserve in line with the then current Reserve Level. Upon the earlier of (i) termination of the User Agreement (ii) after the processing of Transactions is stopped or (iii) a Rolling Reserve is no longer required, the Rolling Reserve will be released by the Processor in monthly steps to you to account for the decrease in Uncompleted Order Amount, fraud exposure and/or Fine exposure until the full Rolling Reserve is released to you or, where applicable, in part or in whole applied by Processor to pay for Chargebacks, cover Fines or fraud claims or pay for unpaid fees due by you. The Rolling Reserve will as standard be fully released to you six (6) months after processing of Transactions for you has stopped unless specifically identified potential liabilities still exist at that point in time.
3 Your Obligations and Restrictions
3.1 Registration and KYC Check
In order to comply with anti-terrorism, financial services and other Applicable Laws and Know Your Customer (“KYC”) requirements imposed by Networks and Acquirers, you must, when entering into the User Agreement and thereafter on Processor’s first request, provide certain information about itself and its activities, including, as may be applicable, its directors, authorized signatories, shareholders and ultimate beneficial owner(s) (such information, the “Registration Information”). You warrant unconditionally that all Registration Information it provides is correct and up to date. Processor will, in its sole discretion, approve or reject your submission for approval via the onboarding process applying its standard acceptance policies drafted in accordance with Applicable Law and Network Rules. You agree that Processor may make such Registration Information available to 8am.
You will provide Processor with at least three (3) business days prior written notice via Platform of any change of the Registration Information. You will on first request from Processor provide such additional information and supporting documentation as Processor may reasonably determine to need to ensure compliance with Applicable Law, Network and Acquirer KYC requirements. You agree that Processor may share Registration Information with, and run business credit reports by, contracting and consulting with relevant third party screening tools and public resources, including public registers and judicial or governmental authorities. Processor will process your Registration Information in accordance with its Privacy Statement.
Support for each Payment Method is subject to acceptance by the relevant Network or Acquirer used by the Network, which such Acquirer or Network may withhold or withdraw in its discretion at any time. You hereby authorize Processor to submit Registration Information received from you to the relevant Networks and Acquirers to obtain permission for providing access to their Payment Methods for you.
3.2 Permitted User Products and Services
If you wish to obtain the Services via Platform with respect to payments for the User Products and Services, as agreed between Processor and 8am, you must ask prior written approval via Platform for any change or addition to the User Products and Services prior to submitting payment requests for such User Products and Services.
You will ensure the User Products and Services sold are compliant with Network Rules, Applicable Law, and the Prohibited and Restricted Products and Services List. If Processor in its reasonable discretion determines that there is a significant risk that the User Products and Services are not, or are no longer, compliant with Applicable Law and/or are in violation of applicable Network Rules, Processor has the right to terminate its Services.
3.3 Your Obligations and Restrictions
You may only use the Services for payment of those User Products and Services which you agreed with 8am to be offered through the Platform. You will not use the Services for the payment of User Products and Services (i) where it is illegal to offer or provide these to or from the relevant country and/or (ii) as prohibited by the Prohibited and Restricted Products and Services List. This list may be updated in Processor’s discretion where needed to ensure compliance with Applicable Law and Network Rules, prevent high levels of Chargebacks and/or to reduce exposure to potentially fraudulent or illegal transactions. You will be informed of such updates by Platform. Where a published change affects a significant portion of the User Products or Services, you may terminate the User Agreement by giving written notice to Processor (via Platform). Processor’s acceptance of you as customer should not be interpreted as an advice or opinion of Processor as to the legality of User Products and Services and/or of your intended use of the Services.
You will not use the Services (and Transactions may not be submitted for processing) for prepaying User Products and Services for which the Fulfillment Date is in part or in whole more than twelve (12) months after the date the Transaction is submitted for processing.
3.4 Your Responsibilities
You will cooperate in (i) the provision and/or auditing of records requested in relation to inquiries by Processor, Acquirers, and/or Networks with respect to Chargebacks or suspected fraud, (ii) requests for information from a Network or Acquirer received by Processor (forwarded by Processor to 8am in electronic form) about a specific Transaction, (iii) requests for information from Processor to facilitate a review of Platform’s internal processes and controls (x) made pursuant to Applicable Law, (y) as recommended by Networks or regulatory authorities, or (z) in accordance with Processor’s compliance policies, including but not limited to the Prohibited and Restricted Products and Services List, or (iv) requests for information from tax or other governmental authorities pursuant to Applicable Law.
You must maintain a copy of all electronic and other records related to the Transaction and the ordering and delivery of User Products and Services for the greater of (i) two (2) years subsequent to the Transaction being processed, (ii) the applicable warranty period of the delivered User Products and Services, or (iii) the relevant period required under Applicable Law and Network Rules. The copy of the records will include, but will not be limited to (i) shipping details (if relevant), (ii) invoices for the delivered User Products and Services, and (iii) all contacts with a Purchaser.
3.5 Required Data
You will, upon Processor’s request (made via Platform), provide all required information regarding the then current actual or expected Fulfillment Dates for processed Transactions and estimates for the average time between Capture and the related Fulfillment Date. Further, you will provide Processor upon request (made via Platform) with all requested information on your financial stability and/or its then-current ability to provide the User Products and Services. Processor may use this information to estimate the likely Uncompleted Order Amount as used to determine the Reserve Level (if applicable).
3.6 Violation of Network Rules
You must comply at all times with the Network Rules applicable to the Payment Methods it uses. For violations of certain key requirements under the Network Rules, Networks can levy significant Fines and/or per-Transaction surcharges. The Networks impose such Fines to protect parties such as Purchaser, you, and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breaches of Applicable Law, reputational damage and excessive costs.
Examples of Network Rules which are subject to such Fines include, but are not limited to: (i) using the Payment Method for User Products and Services other than those for which you received express authorisation to use it from 8am; (ii) using the Payment Method for User Products and Services which violate Applicable Law; (iii) using the Payment Method for selling User Products and Services for which the Network explicitly prohibited its use (e.g., adult content, drugs, arms, counterfeit goods); (iv) using the Payment Method for the benefit of a third party (i.e., reselling the use of the Payment Method to a third party) as the authorisation for you to use a Payment Method is strictly personal); (v) the percentage of Transactions subject to a Chargeback is above the applicable acceptable level as determined by the Network (vi) excessive retries of failed Transactions, (vii) non-compliance with merchant location rules; (viii) breaches of security and confidentiality obligations with respect to Payment Details; and (ix) fraudulent, misleading activities impacting Purchasers.
You are strongly advised to regularly review the Network Rules (made available via Platform and/or via the websites of the Networks) and relevant changes to Applicable Law as applicable to the User Products and Services and business practices to ensure its compliance.
3.7 Potential Network Fines
Where Processor becomes aware of and/or receives any notice of a potential exposure to a Fine related to any of your behaviour, you will, on first request, provide (via Platform) all reasonable cooperation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of Processor in such situation pursuant to these Terms and Conditions. Where possible, Processor will share the relevant feedback received from you (via Platform) with the relevant Acquirer or Network handling the potential Fine so that it may be taken into consideration by said Acquirer or Network.
4 Integration
4.1 Integration via Platform
You will integrate with the systems of 8am to connect to the Payment Interface of Processor. Processor is not responsible for such integration but will ensure the Payment Interface is available for use by 8am for such purpose and will where needed provide third line support for such integration via Platform.
4.2 Changes to Software
Processor reserves the right to change or amend the Software and the interface to it at any time, to provide you with a new version thereof, and/or to change the functionalities and characteristics of the Software. No changes will be implemented by Processor which materially reduce functionality of the Services, except where this is made necessary by (i) the need to follow generally accepted changes in industry standards, (ii) changes in Applicable Law or Network Rules, (iii) a need for increased security due to security risks identified by Processor or (iv) other reasonable grounds which warrant the reduction of functionality. If you are significantly impacted by a material reduction of functionality due to a change in the Software, it may terminate the User Agreement by giving written notice to Processor and 8am within one (1) month of the change.
4.3 Security of Payment Details
You will not copy, capture, or intercept Payment Details such as credit card numbers, card verification or “CVM” codes, or “PIN” codes that are provided by Purchaser for Transactions. This rule is imposed by Networks to protect Purchasers against misuse of their Payment Details (like credit card numbers) and is strictly enforced by the Networks. A violation of this rule can lead to the application of high Fines by the Networks. If Processor has reason to believe you are copying, capturing, or intercepting any Payment Details, Processor has the right to immediately suspend processing of Transactions and/or Settlement. You will fully indemnify and hold Processor harmless from any losses, claims (including applied Fines by the Networks), costs or damage Processor incurs as a result of your breach of this obligation.
5 Your Communications
All first line communications regarding the use of the Services, including any relevant changes in applicable Network Rules or Applicable Law will be provided to you via Platform.
6 Service Levels
6.1 Payment Interface Uptime Commitment
The Payment Interface is the part of Processor’s payment platform which handles the processing of Transactions when a Purchaser initiates a payment to you. Platform will connect you to the Payment Interface and you will submit Transactions via the Payment Interface. Processor will use commercially reasonable efforts and to setup its systems in a manner to enable an average minimum uptime of 99.9% (measured on a monthly basis) of the Payment Interface, to receive Transaction requests, excluding from uptime calculation downtime of the Payment Interface caused by your acts or omissions or those of Acquirers, 8am, or Networks, changes implemented on your specific request, general internet failures (including DDOS attacks), failures of individual Payment Methods, or force majeure events. You are obliged to immediately notify Processor via Platform of any downtime of the Payment Interface which you experience and to provide all reasonably requested cooperation in investigating and resolving any such downtime.
Processor uses all reasonable efforts to avoid having to take the Payment Interface offline for executing planned maintenance. Should such maintenance prove necessary under exceptional circumstances, Processor will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimize the potential number of affected potential Transactions for you. Should, under emergency situations (e.g., in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken offline, Processor will use all available resources to keep the required downtime to the absolute minimum.
6.2 Security and Compliance
Processor will maintain adequate measures to provide a secure payment system and will keep the relevant systems used to provide the Services PCI DSS certified where required to do so under the applicable Network Rules.
7 Chargebacks and Refunds
7.1 Chargebacks
You will take all reasonable steps to ensure that, in order to avoid Chargebacks, the User Products and Services are delivered in accordance with Applicable Law and the orders placed by Purchaser. In case Processor has reasons to suspect that you are not delivering your User Products and Services on or prior to the Fulfillment Dates used to calculate the Uncompleted Order Amount and/or if Processor has reason to suspect that the User Products and Services for which Processor processes Transactions are (i) based on fraud, (ii) likely to cause high Chargeback volumes, or (iii) illegal, Processor has the right to suspend Settlement of all related Transactions and/or block Authorisations of such Transactions until Processor has been given assurances to its reasonable satisfaction that the relevant User Products and Services are actually delivered in accordance with Applicable Law and orders placed by Purchasers.
7.2 Refunds
Refunds will be charged as a Transaction by Processor and a Refund fee can be applied by Processor as agreed between Processor and 8am. Processor will not execute a Refund (i.e., the relevant sum will not be returned by Processor to Purchaser) in case the funds for this Refund cannot be subtracted from the next Settlement or are not otherwise funded. Refunds will not be funded by Processor from its own means.
8 Property Rights
8.1 Property Rights
The property rights, including intellectual property rights, in the Software and other materials related to the Services are owned by Processor and its licensors. The User Agreement does not transfer any intellectual property rights to you, but rather provides you with a limited, non-exclusive and non-transferable licence to use the Software and all other materials made available by Processor to you solely for the purpose of using the Services in accordance with the User Agreement and the applicable usage instructions communicated to you via 8am’s or Processor’s website from time to time.
8.2 Use of Name and Logo
You may refer to Processor as its payment service provider and include an internet link to Processor’s website in the section “frequently asked questions,” or in a similar informational section, on your website to explain to its Purchasers that this is why the name “Adyen” may appear on those Purchasers’ bank statements; provided, however, you may not mention Processor on the home page of your website. If you include Processor on your website pursuant to this clause, you must also clearly state on your website that User’s Purchasers may not contact Processor for support or other questions regarding Transactions processed by Processor for you.
You may not use the logo of Processor anywhere on your website or create and/or distribute any advertising, promotion, marketing, or similar materials referencing Processor or the Services without the prior express written approval of Processor, which Processor may refuse or withdraw in its discretion.
9 Confidentiality, Privacy, and Compliance
9.1 Confidentiality
All information relating to you or to Processor which is designated as being confidential or should reasonably be deemed confidential by reason of its nature or content is considered “Confidential Information”. All financial data, user manuals, guides and any Software relating to Processor’s products and services are to be considered Confidential Information. Each party remains the owner of all data made available to the other party. Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:
a. to share Confidential Information solely with personnel and representatives of the parties (including 8am) which have a need to have access to such information in order to exercise rights and obligations under the User Agreement; and
b. to refrain from making any Confidential Information available to any third party without the prior written consent of the other party except for Processor where necessary to perform the Services.
The obligation to maintain confidentiality does not apply to information:
a. available to the general public;
b. disclosed to one of the parties by a third party without any obligation of confidentiality;
c. already in the possession of or known to one of the parties at the time of disclosure;
d. developed independently of the Confidential Information by the other party; or
e. if and to the extent that one of the parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such information.
The obligation of confidentiality as described in this clause will remain in effect also following the termination of the User Agreement, regardless of the grounds for termination.
The recipient of the Confidential Information may only use the Confidential Information to perform activities related to the User Agreement. Processor, 8am and you may use de-identified and/or aggregate transaction-related data for various purposes, including but not limited to analysing, tracking, and comparing transaction and other data to develop and provide insights for 8am, you and/or others as well as for developing, marketing, maintaining and/or improving such party’s products and services.
9.2 Privacy
Where Processor acts under the instructions of you and/or 8am, Processor processes Personal Data while performing the Services as data processor or sub-processor under the direction and responsibility of you and/or 8am in accordance with applicable data protection laws, which may include the EU General Data Protection Regulation 2016/679, and any successor thereof.
Processor acts as a data controller where Processor sets its own purpose and means of processing, such as for the provision of Acquiring Services and processing Personal Data for KYC and compliance purposes, in accordance with the Privacy Statement, as amended from time to time.
You will comply with Applicable Law governing Personal Data of your country of origin and of those countries in which you offer the User Products and Services from time to time, in particular when processing and sending Personal Data to Processor in the context of using the Services and submitting transactions. Both Processor and you will implement appropriate measures to protect Personal Data against misuse.
Processor may use Transaction data for the purpose of providing insights, optimizing payment performance and improving Processor’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 the Privacy Statement, as amended from time to time.
9.3 Use of Services
In accordance with Applicable Law on hacking and computer crime, you will only use the Services for the purposes as agreed in the User Agreement and will specifically not perform, or allow to be performed, any actions detrimental to the security or performance of the Services.
10 Duration and Termination
10.1 Duration
The User Agreement is entered into for an indefinite period from the moment it is accepted by you, including by using the Services. You may terminate the User Agreement by providing at least one (1) month prior written notice to Processor. Processor and 8am may terminate the User Agreement by providing at least two (2) months’ prior written notice to you, or such longer notice period as required by Applicable Law. Such notices may be given via Platform by either party.
10.2 Termination
You have the right to terminate the User Agreement immediately upon written notice to 8am and Processor if:
a. the Service availability in any given calendar month is less than 95%; or
b. the uptime commitments set out in Article 6 of these Terms and Conditions are not met during three (3) consecutive months.
Processor may terminate the User Agreement and/or suspend the Services, including Settlement, immediately for you (in whole or in part) if:
a. the provision of User Products and Services for which Processor provides the Service is reasonably suspected by Processor to be in breach of Applicable Law;
b. You have materially changed the type of User Products and Services without obtaining Processor’s prior written permission to use the Services for the new or changed types of User Products and Services;
c. You materially breach any of the terms of the User Agreement, the Network Rules and/or Applicable Law in the context of using the Services;
d. an Acquirer or Network demands Processor to stop or suspend providing Services to you with respect to Payment Methods made available by such Acquirer or Network to Processor;
e. Processor finds that an Insolvency has been initiated by or against you, or is likely to be initiated by or against you, and/or you are unable to provide a material part of the User Products and Services;
f. the agreement you have entered into with 8am for the use of the services of 8am has been terminated or has otherwise expired and/or an event permitting a termination by 8am under any such agreement occurs; or
g. the agreement 8am has entered into with Processor for the use of the Services of Processor has been terminated or has otherwise expired.
11 Liability
11.1 No Liability for Networks and Third-Party Acquirers
Processor will only be liable for its own acts or omissions and not for the acts or omissions of third parties or for events or activities originating outside Processor’s systems. This exclusion expressly applies to acts or omissions of Issuing Banks, Networks, and third-party Acquirers, except if such acts or omissions were caused by the intentional misconduct or willful misconduct of Processor.
11.2 Limitation of Liability
The total liability of Processor under the User Agreement towards you for breach of contract, tort, or under any other legal theory in any calendar year is limited to 10,000 Euro. Processor will not 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, tort, or under any other legal theory.
Neither Processor, you, nor any other party to the User Agreement excludes or limits its liability under the User Agreement for intent, gross negligence, death, fraud or personal injury.
12 Indemnification
12.1 Indemnification
To the extent allowed under Applicable Law, Processor will indemnify, defend, and hold you harmless from and against any and all Indemnified Losses incurred by you as a result of any Claim asserting intellectual property rights over Processor’s Software and/or systems.
To the extent allowed under Applicable Law, you will indemnify, defend, and hold Processor harmless from and against any Indemnified Losses incurred by Processor in connection with any Claim based on any of the following: (i) your acts or omissions which constitute a breach of the terms of the User Agreement, Applicable Law, and/or the Network Rules (including PCI DSS requirements); (ii) your use of Processor’s marks; or (iii) your gross negligence, fraud, or willful misconduct. Notwithstanding the foregoing, you will not be obligated to indemnify Processor against any Indemnified Losses to the extent that such Indemnified Losses result from Processor’s (i) failure to comply with Applicable Law, or (ii) willful misconduct, fraud, or gross negligence.
12.2 Taxes
You agree to indemnity, defend, and hold Processor harmless from and against any taxes, including penalties, interests, surcharges due on any product or service of you or 8am (including but not limited to any Transactions, User Products and Services) and costs or damages related to such taxes. If withholding of any type of taxes or levies is, or was, legally due on any product or service of 8am or you, Processor will be entitled to withhold such taxes at your expense. You will (i) apply all reasonable efforts to ensure that Processor cannot be held liable for any taxes and costs or damages related to such taxes, (ii) promptly inform Processor of any such liability, and (iii) provide Processor with all relevant information and documentation in that respect. Furthermore, you and 8am will be jointly and severally liable towards Processor for any such taxes and costs or damages related to such taxes.
13 Governing Law and Dispute Resolution
13.1 Governing Law
The User Agreement and these Terms and Conditions are solely governed by Dutch law, excluding the Convention on Contracts for the International Sale of Goods.
13.2 Dispute Resolution and Jurisdiction
The parties agree to take all steps necessary to reach an amicable agreement to any dispute or claim arising in relation to the validity, interpretation or fulfilment of the User Agreement. If a dispute cannot be settled amicably within thirty (30) days from the date on which either party has provided written notice of the dispute, then the parties will be bound by the dispute resolution procedure set out in the remainder of this Article 13.
All disputes arising out of or in connection with the User Agreement and these Terms and Conditions, including their validity, interpretation, enforceability, or fulfillment, will be finally settled in a confidential manner in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”) before a tribunal of one (1) or three (3) arbitrators appointed in accordance with said Rules (the “Arbitral Tribunal”). The arbitration will take place in Amsterdam, the Netherlands and will be in the English language.
The decision by the Arbitral Tribunal will be final and binding on the parties and its execution may be presented in any court of competent jurisdiction, including any court with jurisdiction over any party or its property. No party to the User Agreement will challenge the decision or jurisdiction of the Arbitral Tribunal, nor the venue provisions as provided in this clause. Notwithstanding the foregoing, this Article 13 is without prejudice to a party's right to seek interim relief, including provisional or injunctive relief, through the competent courts to protect its rights and interests before, during, or after the arbitration.
14 Miscellaneous
14.1 Transfer by Processor
Processor will be entitled, at any time, to assign, novate or otherwise transfer the User Agreement to another company in the Processor corporate group (i.e., a company with at least 50% the same shareholders) without your prior consent by providing written notice to you (which may be delivered via Platform) of such transfer.
14.2 Transfer by you
Any receivable, including any Settlement amounts, arising under or in connection with the User Agreement is not capable of being pledged or assigned and you are not entitled to otherwise transfer the User Agreement or any receivables thereunder to any third party without Processor’s consent.
14.3 Null provisions
In the event that any provision in the User Agreement (including these Terms and Conditions) is declared null and void or inapplicable, said provision will be deemed non-existent, and all other provisions of the User Agreement will remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic and legal objective of the provision declared null and/or inapplicable.
14.4 Entire agreement
The User Agreement, including any amendments to it, contains all the commitments between the parties and replaces all other prior contractual commitments between the parties. No representation, warranty or undertaking given by any of the parties to any of the other parties under the User Agreement will be of any force or effect unless expressly reduced to writing and repeated in the User Agreement, and all implied or prior representations, warranties and undertakings are, save to the extent expressly set out in the User Agreement, expressly excluded to the fullest extent permitted by law.
14.5 Changes to the Terms and Conditions
Processor may revise these Terms and Conditions from time to time by giving at least thirty (30) days’ prior written notice to you via Platform, or such longer notice period as required by Applicable Law. If the change has a material adverse impact on you and you do not agree to the change, you may terminate the User Agreement by giving at least one (1) month’s written notice to Processor (such termination notice to be sent at the latest ninety (90) days after you received notice of the change). You are not entitled to object to and will not have the rights set out in this clause for any change which Processor implements in order to comply with Applicable Law, Network Rules, or requirements imposed by the relevant Acquirers, Networks, or financial regulators. For such imposed changes, shorter notice periods may be applied by Processor as is needed to comply with the relevant requirement.
14.6 Written Confirmation of Online Contracting
If these Terms and Conditions are accepted electronically, Processor may at any time request that you confirm your acceptance of the Terms and Conditions by means of a written document signed by your authorised representative. If you do not comply with such request within fifteen (15) business days after receiving a request by Processor to do so (which request may be issued to you via the contact email address submitted by you when accepting the User Agreement or via Platform), Processor reserves the right to suspend its provision of part or all of the Services until you have complied with such request.
14.7 Translations
Any translations of the User Agreement which are made available in any languages other than English are provided for convenience purposes only, do not form part of the User Agreement, and have no legally binding effect. In case of any discrepancy between the English version and any translated version of the User Agreement, the English version will prevail as the sole governing version. User agrees not to rely on any translation for interpreting or enforcing the User Agreement. Any disputes will be resolved based on the original English text.
15 Local requirements
15.1 EEA Local requirements
The terms of this Clause 15.1. will only be applicable to you if you are located in the European Economic Area and, in case of conflict, will prevail over other provisions contained in the User Agreement with respect to you.
15.1.1 Applicability of Payment Services Directive
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).
Where Processor provides payment services to you within the European Economic Area ("EEA")and where Purchaser's payment service provider is located in the EEA, the parties hereby agree and confirm in accordance with Article 62(2) of PSD2 that you will pay the charges levied by Purchaser and Purchaser will pay the charges levied by their payment service provider (i.e., the “SHA” (Shared) principle).
15.2 United Kingdom local requirements
The terms of this Clause 15.2 will only be applicable to you if you are located in the United Kingdom and, in case of conflict, will prevail over other provisions contained in the User Agreement with respect to you.
15.2.1 Applicability of Payment Services Regulations 2017
Part 6 (Information requirements) and Part 7 (Rights and Obligations) of the Payment Services Regulations 2017 (SI 2017/752) (“PSRs 2017”), are not applicable to the extent it is permitted to deviate from relevant provisions in a relationship where you are not a consumer, a microenterprise or a charity, in accordance with Regulation 40(7) and Regulation 63(5) of the PSRs 2017.
Where Processor provides payment services to you within the United Kingdom and where Purchaser's payment service provider is located in the United Kingdom, the parties hereby agree and confirm in accordance with Regulation 66(1) PSRs 2017 that you will pay the charges levied by Processor and Purchaser will pay the charges levied by their payment service provider (i.e., the “SHA” (Shared) principle).
15.2.2 Complaints
If you are eligible to do so pursuant to Applicable Law, you may submit a complaint to the Financial Ombudsman Service via https://www.financial-ombudsman.org.uk/businesses/resolving-complaint/ordering-leaflet/leaflet.
15.3.1 Regulatory Compliance
Processor is licensed as a credit institution by De Nederlandsche Bank. This includes the ability to provide cross-border services in the European Economic Area. Processor is subject to and complies with the Central Bank of Ireland codes of conduct and Central Bank of Ireland regulations, which can be found at https://www.centralbank.ie/.
15.3.2 Conflict of Interest Policy
Processor maintains and complies with a policy on the identification and management of conflicts of interest to support Processor and its employees in the prevention, identification, management, and documentation of actual or potential conflicts of interest.
15.3.3 Complaints
If you are eligible to do so pursuant to Applicable Law, you may submit a complaint to Processor via https://www.adyen.com/contact/complaint.
15.4 Canada Local Requirements
15.4.1 Regulatory Disclosures
The mandatory Canadian regulatory disclosures under this agreement are available at https://www.adyen.com/licenses/canada-information-summary-box.
15.4.2 English Language
This agreement is available in both French and English language versions. You hereby confirm that you have agreed that this agreement and all related documents be drafted in English, that you have been provided with a French language version of this agreement and that you have agreed to be bound by the English language version of this agreement. La présente convention est disponible en français et en anglais. Vous confirmez par la présente que vous avez accepté que la présente convention et tous les documents y étant afférents soient rédigés en anglais, que vous avez reçu une version française de la présente convention et que vous avez accepté d'être lié par la version anglaise de la présente convention.