Third Party Terms
The following terms (the “Third Party Terms”) apply to the use of the Qu payment processing services ordered by Customer pursuant to the Master SaaS Agreement between the Parties (the “Payment Services” or the “Third Party Services”) which are provided by Adyen N.V. (“Adyen” or the “Third Party”) through Qu. In the event of a conflict between these Third Party Terms and the Agreement these Third Party Terms shall prevail and control.
Qu may provide updates to these Third Party Terms by providing at least thirty (30) days prior written notice (or shorter if needed to comply with changes in Applicable Law or Scheme Rules) and these Third Party terms shall be automatically amended as of the effective date provided in the notice.
These Third Party Terms sets forth the terms under which Qu will make the Payment Services available to Customer and the roles and responsibilities of each party with respect to the Payment Services.
1. Scope of Payment Services. The scope of the Payment Services provided to Customer is limited to (a) the processing and acquiring of Card Not Present Transactions submitted via the Qu Software in accordance with Section 3; and/or (b) the processing and acquiring of Point of Sale Transactions submitted by individuals by means of Payment Devices. The scope of the Payment Services is limited to Customers established in the United States and Canada. Scheme Owners determine the exact countries covered per relevant Payment Method. Enabling each Payment Method is subject to prior acceptance by the relevant Scheme Owner or Acquirer, which may be withheld or withdrawn at any time in such Scheme Owner or Acquirer’s discretion. Customer hereby authorizes Qu and Adyen to submit information received from Customer obtained as part of the Onboarding Process to Scheme Owners and Acquirers for the purpose of obtaining permission to provide relevant Payment Methods to Customer. Customer will only use the Payment Services for the purposes as agreed in these Third Party Services and will specifically not perform, or allow any actions to be performed, which are detrimental to the security or performance of the Payment Services without Qu’s prior written consent.
2. Fees.
2.1 Invoicing for Payment Services. Qu will invoice Customer for use of the Payment Services in accordance with the pricing set out in Schedule 1 to the extent not already deducted as set forth in Section 7 below (“Payment Services Fees”). Customer will pay all such Payment Services Fees in accordance with the terms of Section 7 of the Agreement. Invoices as well as all prices and fees not expressly agreed or specified in another currency are in USD.
2.2 Pricing Changes. After the Initial Term (as defined below), Qu will be entitled to raise the prices for the Payment Services with three (3) months prior notice prior to the expiration of the then-current term (the “Notice Period”). Said price increases will only become effective for the Payment Services starting at the renewal term for these Third Party Services. This clause explicitly does not apply to any communicated increase of the pricing for a Payment Method that is made to account for (a) an increase of the fees incurred by Qu from an Acquirer or Scheme Owner (e.g., a change in Pass-Through Fees), or (b) a pricing increase due to a change in Applicable Law and/or Scheme Rules.
2.3 Inflation. Qu is entitled to change its prices to adjust for inflation with a maximum of the inflation rate over the preceding calendar year, as calculated by (a) using a reputable inflation rate for the country where Customer is registered, or (b) if such a rate is not timely available, the Eurozone inflation rate as published by Eurostat. Said price change may be applied by Qu only once every twelve (12) months and will be announced at least one (1) month in advance. Qu is entitled to change its prices for Payment Devices to adjust for inflation with a maximum of the inflation rate over the preceding calendar year, as calculated by (i) using a reputable inflation rate for the country where Customer is registered, or (ii) if such a rate is not timely available, the Eurozone inflation rate as published by Eurostat. Said price change may be applied by Qu only once every twelve (12) months and will be announced at least one (1) month in advance.
2.4 Disputes. Customer will verify the correctness and completeness of reports and invoices from Adyen and/or Qu. Customer has the right to challenge an invoice or report by providing notice to Qu as soon as possible, but no later than three (3) months from the date of the invoice or report.
2.5 Taxes. All fees are mentioned exclusive of Taxes. If applicable, Qu will charge Tax on top of its fees and such tax will be payable by Customer. If withholding of any type of Taxes or levies is, or was, legally due on any products or services of Qu or Customer, the relevant party (the “Withholding Party”) will be entitled to withhold such Taxes (excluding penalties and/or interest) at the expense of the other party (the “Recipient Party”), whereby for the purpose of this clause it is understood that in case of Taxes or levies due on products or services of Customer, Customer will be considered the Recipient Party. The Withholding Party will notify the Recipient Party as soon as reasonably feasible after becoming aware of the existence of such legal requirements. The Withholding Party will assist the Recipient Party in keeping the Taxes to be withheld as low as possible by executing the necessary formalities (e.g. resident certificates, tax treaty forms and exemption certificates). Customer will defend, hold harmless and indemnify Qu from any Taxes or levies due on any products or services of Customer and any costs or damages related to such Taxes. Without prejudice to the foregoing, each party will be required to comply with its own tax obligations under Applicable Law. Customer consents to Qu complying with information requests from tax authorities under Applicable Law, including where required, the provision of information about Customer and/or its Transactions.
3. Customer Onboarding. Adyen is a provider of payment processing and acquiring services to Customer through Qu. Customer acknowledges that in order to comply with applicable laws and Scheme Rules, Adyen will have a direct contractual relationship with Customer and will need to perform Know Your Customer (“KYC”) and Anti-Money Laundering and Anti-Terrorist Financing (“AML”) verifications for Customer. Customer shall be required to provide such information as requested by Adyen as part of this process. Customer represents and warranty to Qu and Adyen that all information submitted relating to the KYC process and the AML process is true and complete. The then-current applicable KYC requirements will be provided to Customer. On the Effective Date, current KYC requirements can be found at https://docs.adyen.com/platforms/verification-requirements/required-kyc-information. As part of the onboarding process Customer will be required to adhere to the Onboarding Process and Customer will also be required to accept the AfP Terms and Conditions before Customer may use the Payment Services. Adyen will, in its sole discretion, approve or reject each Customer submitted for approval via the Onboarding Process applying its standard acceptance policies drafted in accordance with Applicable Law and Scheme Rules.
No payouts will be made to a Customer until all of the required KYC information, as may be requested by Adyen from time to time, has been provided and verified by Adyen. All KYC information must be provided within thirty (30) days of Adyen’s request, otherwise the Customer account may be marked as inactive and will be unable to process Transactions.
4. Customer Compliance. Customer shall cooperate with Qu in (a) the provision and/or auditing of records requested in relation to inquiries by Adyen, Acquirers and/or Scheme Owners with respect to Chargebacks or suspected fraud, (b) requests for information from a Scheme Owner or Acquirer received by Adyen, for more information about a specific Transaction, or (c) requests for information from Adyen to facilitate a review of Customer’s internal processes and controls made pursuant to Applicable Law, as recommended by Scheme Owners or regulatory authorities, or in accordance with Adyen’s compliance policies, including but not limited to the Prohibited and Restricted Products and Services List. Customer shall be liable for any Chargebacks and related fees, penalties, or costs incurred by Qu or Adyen due to Customer's Transactions, and shall indemnify and hold Qu harmless against any such liabilities.
5. Third Parties. Customer acknowledges that the processes for authentication, Authorization, acquiring, clearing and Settlement of Transaction amounts to Adyen are controlled by and are the responsibility of the third-party Acquirers, Scheme Owners, and Issuing Banks, and acknowledges that such processes are subject to the Scheme Rules set by the relevant Scheme Owners. Qu and Adyen act in their own name, are not responsible for services provided by third parties and do not control the services provided by third-party Acquirers, Issuing Banks and Scheme Owners. To the fullest extent permitted by law, Qu disclaims all warranties, express or implied, related to the services provided by third parties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event shall Qu be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from the third-party services.
6. Description of Payment Services. The Payment Services include real time, or near real time, processing and related Payment Services in accordance with Applicable Law and Scheme Rules. More specifically, the Payment Services include the following: (a) accepting Transactions from Customer and routing the same to the relevant Acquirer, Scheme Owner or Issuing Bank; (b) collecting and Settling the resulting funds; (c) reconciliation services for Transactions Acquired and Shopper funds Settled via Adyen, reconciling processed Transactions with settlements received from the relevant Acquirers, Scheme Owners and Issuing Banks. Within the context of the overall Payment Services, these services are distinct from the services performed by Scheme Owners and other connected parties (e.g., Acquirers and/or Issuing Banks), as determined by the applicable Scheme Rules.
7. Settlement of Customer Funds. Adyen will Settle Customer Funds directly to each Customer on a gross basis in accordance with the Sales Day Payout Terms of Service (available at https://www.adyen.com/legal/afp-sales-day-pay-out), meaning 100% of Transaction proceeds will be Settled daily without deduction of Payment Services Fees or Pass Through Fees. Payment Services Fees and Pass Through Fees will be separately invoiced and withdrawn from Customer's designated account on a monthly basis. The Settlement of the Customer Funds will be exclusively made pursuant to Customer’s binding Settlement instructions (“Customer Instructions”). Adyen will process Refunds and Chargebacks in accordance with Scheme Rules.
Customer 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 to Customer(s) or the correction of incorrect settlements by such Scheme Owner, Issuing Bank, or third-party Acquirer. Customer understands and agrees that neither Adyen nor Qu will compensate Customer for late or non-performance, insolvency or bankruptcy of any third-party Acquirer or Scheme Owner due to which Customer receives late Settlement or no Settlement at all for processed Transactions. Qu acts solely as a facilitator of Adyen's services and bears no independent liability for the timing or accuracy of settlements.
8. Refunds and Chargebacks. Subject to the following sentence, Qu and/or Adyen will charge Customer for Chargebacks and Refunds on processed Transactions for Customer, and (as far as applicable) Fines caused by Customer, and will consequently withhold these from Payment Services Fees or deduct them from the Customer’s account. If a negative balance occurs on a Customer account as the result of Refunds or Chargebacks, such negative balance will be covered with Customer’s funds in Customer’s virtual account. Should the Payment Services Fees and the balance in Customer’s virtual account not be sufficient to cover Chargebacks and Refunds processed for Customer, and/or Fines caused by Customer, then Adyen will invoice Customer separately. Where a currency conversion has been applied to a Transaction and a Chargeback or Refund occurs, the Customer will only be debited the original Settlement amount received by the Customer (in the original Settlement currency) and the remainder of the original Transaction amount paid by the Shopper (in the original Transaction currency and accordingly including any currency conversion differences and/or related costs) will be the responsibility of the Customer.
9. Payment Methods and Currency Support. The Payment Services will support the Payment Methods and currencies specified on the Adyen website. Qu may decide, in its reasonable discretion, to stop supporting a Payment Method or currency, or to condition such future support on Customer’s acceptance of additional conditions or fees, if any of the following occur: (a) materially different terms are imposed by the relevant Scheme Owner or third-party Acquirer; (b) material malperformance by the relevant Scheme Owner or Acquirer, or reasonable grounds for Qu to expect such malperformance; (c) reasonable grounds to doubt the credit worthiness of the Scheme Owner or Acquirer; (d) materially increased costs or other material burden for Qu to offer, or continue offering, a given Payment Method or currency; or (e) any change in Applicable Law affects the conditions applicable to the Payment Method or currency and/or any required currency conversion. Qu will provide at least one (1) month’s written notice of any discontinued or conditional support of any Payment Method or currency, unless it is not reasonably possible to do so given the cause for its decision. Further, Qu may, at its sole discretion, discontinue or change its support of any Payment Methods and/or currency as part of its general product portfolio by providing Customer with two (2) months’ prior written notice. If Qu exercises its rights pursuant to this clause, Qu will use commercially reasonable efforts to offer Customer an alternative for any discontinued Payment Method or currency and if Qu exercises the rights pursuant to (d) above will, upon request by Customer, notify Customer in writing of the actual basis for the increased costs or material burden. In the event of discontinuation of a Payment Method or currency, Qu will specify the handling of existing transactions and customer data related to the discontinued Payment Method or currency.
Customer acknowledges and agrees that Acquirers and/or Scheme Owners might suspend their offering to Customer, cancel certain Payment Methods, change the characteristics thereof and/or change the acceptance criteria upon which they make such Payment Methods available. Following any such decisions of the relevant Acquirer and/or Scheme Owner, Adyen and/or Qu may be required to block Customer from further use of a Payment Method or impose additional restrictions or conditions on continued use of such Payment Method. Where possible, Qu will use commercially reasonable efforts to provide Customer prior notice of any such change to or cancellation of any Payment Methods specified under these Third Party Services. If the aforementioned occurs, Qu will, at Customer’s request, reasonably assist Customer in (i) finding alternative Payment Methods available to Customer or (ii) attempting to regain the approval of the relevant Scheme Owner or Acquirer.
10. MPL Reserve. Qu will set up an MPL Reserve (which may also be referred to as a “Deposit”) to account for the risk exposure of Customers’ Transactions. The MPL Reserve Level is set based on Qu’s reasonably assessed and then-current estimate of (i) the total amount of Transactions at any point in time where Capture has successfully occurred and for which products and services have not been delivered to the relevant Shoppers and/or the return rights or order cancellation rights of the relevant Shopper are still applicable pursuant to the terms and conditions of Customer, the relevant Scheme Rules and/or Applicable Law, (ii) Refund rates, (iii) Chargeback rates, (iv) potential Fine exposure, and (v) any other relevant liabilities. Qu may adjust the MPL Reserve Level and the underlying assumptions in its sole reasonable discretion from time to time to bring it in line with its then-current estimates. The MPL Reserve Level is periodically adjusted in line with increasing or decreasing volumes and any changes to the aforementioned factors.
Qu may require Customer to transfer the initial MPL Reserve amount to Adyen before being able to use the Payment Services. Adyen will subsequently keep the MPL Reserve at the relevant MPL Reserve Level by deducting funds from or adding funds to each Settlement to Customer. If at any point in time the available MPL Reserve drops below the then-current MPL Reserve Level, including if Customer’s Settlement funds are insufficient to manage the MPL Reserve Level, Qu may require Customer to immediately transfer or direct debit funds to Adyen as is necessary to bring the MPL Reserve amount in line with the then-current MPL Reserve Level. The MPL Reserve Level will be calculated using a specific methodology outlined in the Payment Services documentation, which includes factors such as transaction volume, refund rates, chargeback rates, and potential fines. Customer will have the right to dispute any changes to the MPL Reserve Level by providing written notice to Qu within ten (10) business days of receiving notice of the change, detailing the reasons for the dispute and any supporting documentation.
Promptly upon Qu’s request, Customer will, from time to time, provide Qu with all reasonably necessary information regarding Customer’s financial stability and any other information Qu deems reasonably necessary to conduct its risk exposure analysis.
Upon termination of the Payment Services or after processing of Transactions is stopped, the MPL Reserve will be gradually released by Qu to Customer, taking into account the decreased risk on processed Transactions and other Customer liabilities, until the entire MPL Reserve is released and all obligations and liabilities of Customer towards Qu have been fulfilled. Generally, an MPL Reserve will be fully released to Customer approximately six (6) months following the effective date of termination of these Third Party Services or the date that Adyen stops processing Transactions for Customer, unless specific potential liabilities remain at that point in time.
11. Payment Devices.
11.1 Use of Payment Devices. All Point of Sale Transactions enabled for use with Adyen will be submitted to Adyen for processing through Equipment approved by Qu, in accordance with the technical requirements and usage instructions set out in the Payment Device terms of service found at https://www.adyen.com/legal/payment-device-terms-of-service (the “Payment Device Terms of Service”).
11.2 Return of Payment Devices. Upon the occurrence of (a) the end of the term of these Third Party Services, (b) early termination of the Payment Services or (c) cessation of use of Payment Devices by Customer, all Payment Devices must be returned to Qu for proper disposal or reported as lost or stolen as set forth below. Customer acknowledges that Payment Devices (a) contain sensitive and proprietary data; (b) must be destroyed in a manner that is compliant with PCI DSS requirements; and (c) can only be used in connection with Payment Services. Consequently, Customer agrees that it will not resell, distribute and/or make available Payment Devices to any third party.
11.3 Payment Device Terms of Service. The Payment Device Terms of Service, as amended from time to time, and the definitions included therein will apply to, and form an integral part of, these Third Party Services. In the event Adyen amends the operational or technical elements of the Payment Device Terms of Service Qu will provide Customer written notice of the changes at least ten (10) days prior to them being effective.
12. Data Analytics and Score Service.
12.1 Use of Transaction Data. Qu and Adyen may use de-identified and/or aggregated Transaction data solely for the purposes of creating, optimizing payment performance, and improving Adyen and Qu’s products and services, including fraud prevention and risk assessments. In no event shall Adyen or Qu provide, sell, or otherwise disclose any de-identified and/or aggregated Transaction data to any third party (except as required by Applicable Law or the Scheme Rules). The processing of any personal data for these purposes will be in accordance with the Adyen privacy policies found on the Adyen website.
12.2 Score Service. The “Score Service” (or “Score”) uses network analyses and machine learning models in order to identify and score fraudulent patterns in Customers’ transactional behavior. If used by Customer, the Score Service will be provided to Customer in accordance with the terms of this clause and the pricing terms as set out in Schedule 1.
The Score Service will provide signals to Qu in relation to the identity and behavior of Customers or the fraudulent nature of the Transactions (“Signals”). The Signals consist of risk scores and associated risk signals (collectively referred to as the “Risk Score”). Generated Signals flag unusual/anomalous patterns in the profiles and Transactions of Customers. Neither Qu nor Adyen make any warranties on the outcome or accuracy of the outcome of the Score Service and in no way guarantees the prevention of fraudulent Transactions. Adyen will process personal data for the Score Service in accordance with the Adyen privacy policy found on the Adyen website.
13. Regulatory and Scheme Rule Compliance.
13.1 Customer Regulatory and Scheme Rule Compliance. Customer agrees that: (a) Customer may not use the Payment Services for the sale of any product or service which violates Applicable Law or any applicable Scheme Rule; (b) that the Payment Services are not used by Customer for any product or service which appears in the Prohibited and Restricted Products and Services List (except for products or services in the “restricted” category for which an express waiver has been agreed by Qu). Such a waiver by Qu should not be interpreted as an opinion or advice of QU as to the legality of the relevant Customer’s products and services under Applicable Law or the Scheme Rules and of the use of the Payment Services therefor; and (c) the full security of Customer’s data and the Shopper payment data as handled by Customer (apart from the Payment Services and the Payment Devices). Customer must implement the required technical security measures and procedural security measures to ensure the compliance of its systems with the applicable PCI DSS security requirements imposed by the Scheme Owners if and when applicable to its activities.
13.2 Adyen Regulatory and Scheme Rule Compliance. Adyen will comply with Applicable Law and Scheme Rules in providing the Payment Services through Qu.
13.3 Violation of Scheme Rules. For violations of certain key requirements under the Scheme Rules, some Scheme Owners can levy significant fines (which might range from $25,000.00 to over $2,000,000.00) and/or per-Transaction surcharges. The Scheme Owners impose such Fines to protect Shoppers, merchants and providers of the Payment Methods, including Scheme Owners, collectively, against misuse, fraud, illegal activities, breach of Applicable Law, Scheme Rules, reputational damage and excessive costs. Examples of Scheme Rules which are subject to such Fines include, but are not limited to: (a) using the Payment Method for products and services other than those for which the Customer received express authorization to use it; (b) using the Payment Method for products and services which violate applicable laws; (c) using the Payment Method for selling products and services which the Scheme Owner has explicitly prohibited the use of (e.g., adult content, arms, drugs, counterfeit goods) without first obtaining explicit consent to do so; (d) 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 authorization to use a Payment Method is strictly personal, unless explicit consent otherwise is obtained; (e) the percentage of Transactions subject to a Chargeback is above the applicable acceptable level as determined by the relevant Scheme Owner; (f) excessive retries of failed Transactions, (g) non-compliance with merchant location rules; (h) breaches of security and confidentiality obligations with respect to Payment Details; and (i) fraudulent, misleading activities impacting Shoppers.
13.4 Potential Scheme Fines. Where Qu becomes aware of, and/or received any notice of, a potential exposure to a Fine from the Scheme Owners related to Customer’s behavior, Customer will, on first request, provide all reasonable cooperation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of Qu in such situation pursuant to these Third Party Services. If Fines are applied for Customer’s violations, these are invoiced by the Scheme Owners and/or the relevant Acquirer to Adyen as their contracting party, Customer will fully indemnify and hold Qu harmless from any Fines applied by the Scheme Owners in accordance with Clause 12.3 above (and subject to the limitations set forth therein).
14. Suspension of Services.
14.1 Suspension Grounds. Qu may suspend Payment Services upon: (a) Customer's failure to comply with PCI DSS, KYC/AML requirements, Applicable Law, or Scheme Rules; (b) regulatory, Acquirer, Scheme Owner, or Adyen suspension/restriction requests; (c) excessive chargebacks, suspicious activity, insufficient MPL Reserve, or material risk to Qu; (d) material breach uncured after notice; (e) prohibited or fraudulent activities; or (f) operational/technical requirements.
14.2 Notice. Qu will provide ten (10) business days' notice and cure period for material breaches, and five (5) business days for compliance failures, except where immediate suspension is required by law, regulation, upstream providers, fraud, or imminent risk.
14.3 Effect of Suspension. During suspension: (a) no new Transactions may be submitted; (b) existing Transaction obligations continue; (c) Settlement may be delayed; (d) Customer remains liable for all fees and obligations; and (e) MPL Reserve may be increased.
14.4 Reinstatement. Customer may request reinstatement by curing all issues, providing satisfactory evidence of resolution, agreeing to additional requirements, and paying outstanding amounts. Qu will reinstate within five (5) business days after requirements are met and third-party approvals obtained.
14.5 Limitation. Qu is not liable for losses from suspension made in accordance with this Section 14, except for Qu's material breach.
15. Termination; Effect of Termination. Qu may terminate these Third Party Terms immediately upon written notice to Customer if (a) Customer breaches any material term of these Third Party Terms and fails to cure such breach within thirty (30) days of receiving notice of the breach; (b) Adyen terminates its agreement with Qu; or (c) Customer becomes insolvent or is subject to any bankruptcy or similar proceedings. Upon termination, Customer shall immediately cease using the Payment Services. If the Payment Services are terminated by either party for any reason, neither Adyen nor Qu will be under any obligation to process new Transactions after the effective date of such termination. Any Payment Services provided and Transactions processed prior to the termination of the Agreement will remain subject to the terms of these Third Party Services, including any provisions regarding Settlement, Chargebacks, Refunds, Fines, liabilities, indemnities, MPL Reserve, set-off, and invoicing.
16. No Liability for Scheme Owners and Third-Party Acquirers. Qu will only be liable for its own acts or omissions and not for acts or omissions of third parties or for events or activities originating outside Qu’s systems. This exclusion expressly applies to acts or omissions of Issuing Banks, Scheme Owners and third-party Acquirers, except to the extent that such acts or omissions were caused directly by the intentional misconduct or willful misconduct of Qu.
17. Pricing Schedule
17.1 Per-Transaction Processing Fee. This fee encompasses Interchange and processing costs as assessed by card networks, issuing banks, and payment processors, in addition to a fixed markup applied per transaction.
17.2 Refund Processing Fee. This fee will be charged to cover the original transaction amount along with any applicable taxes or fees.
17.3 Chargeback Fee. A fee applied per occurrence of a chargeback.
17.4 One-Time Cost. This pertains to any charges for EMV-compliant payment terminal devices.
17.5 Return Item or Non-Sufficient Funds (NSF) Fee. A fee applied per occurrence of a return item or NSF incident.
17.6 Detailed Pricing Schedule. For a comprehensive breakdown of fees, please refer to the "Agree to Processing Fee" section, which is presented online during the vendor merchant's account setup process. This section provides detailed information regarding the fee Qu will charge per transaction for processing.
18. Definitions. The following defined terms shall have the meaning ascribed to them below.
“Acquirer” means a (third-party) financial or payments institution that processes Transactions on behalf of Customer by (i) routing Transactions to and from the Scheme Owners or Issuing Banks and (ii) Settling to Customer.
“Acquiring” or “Acquiring Services” means use of a Payment Method via Adyen where Adyen acts as the Acquirer or Adyen contracts with the relevant third-party Acquirer on behalf of Customer to enable Customer’s use of such Payment Method, as further detailed in these Third Party Services and in the AfP Terms and Conditions.
“Additional Services Terms” means a description of additional Payment Services available to Customer and the associated terms, as incorporated into these Third Party Services and amended from time to time. The Additional Services Terms are available at https://www.adyen.com/legal/additional-services-terms.
“AfP Terms and Conditions” means the general terms and conditions for the Payment Services to be accepted and agreed by Customer during the Onboarding Process, as amended from time to time. On the Effective Date, the AfP Terms and Conditions can be found at https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms-2022.
“Applicable Law” means 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 Payment Services in the relevant region that is made or given by a regulatory or governmental authority of any national, federal, commonwealth, state, provincial, or local jurisdiction.
“Authorization” means the process of confirming that a Shopper has a valid account, and if the relevant Payment Method allows for it, that a Shopper has sufficient credit or funds therein to cover the relevant Transaction amount before Capture. “Authorize” or “Authorized” will have the corresponding meaning.
“Capture” means the instruction to charge the account of Shopper for the relevant Transaction amount. Prior Authorization may be required by the Scheme Owner. “Captured” and “Capturing” will have corresponding meanings.
“Capture Period” means the period during which Capture may occur following an Authorization. The Capture Period varies per Payment Method.
“Card” means any form of credit card or debit card, virtual or physical, which may be used by a Shopper to carry out a Transaction.
“Card Not Present Transaction” means an online (e.g., e-commerce) Transaction that is not submitted via a Payment Device (also referred to as “CNP Transaction”).
“Chargeback(s)” means a Transaction that is successfully charged back at the request of Shopper or the Issuer pursuant to the relevant Scheme Rules, resulting in a cancellation of a Transaction for which a Customer has been paid or was due to be paid and an obligation to refund the relevant amount of the Transaction to Shopper. Any additional Chargeback for the same Transaction will be considered a separate Chargeback. For every Chargeback, a non-refundable Chargeback Fee will be charged as specified in the fee schedule. Customers remain liable for all Chargeback amounts regardless of the outcome of any dispute.
“Fine” means any fine, assessment, uplifted service fee or other additional payment imposed by the Scheme Owners, regulatory or governmental authorities, and/or Acquirers.
“Issuer/Issuing Bank” means an institution that issues Payment Methods to a Shopper and whose name appears on the card or bank account statement as the Issuer.
“MPL Reserve” means the sum of funds retained up to the applicable variable MPL Reserve Level, as continuously determined by Qu at its sole discretion from funds to be Settled to Customer to cover for potential Refunds, Chargebacks, Fines, paid but not yet fully delivered products and services and other potential financial obligations of Customer towards Qu, governmental authorities, Acquirers and Scheme Owners. Qu shall have the right to determine the MPL Reserve Level and any interest earned on such reserves shall accrue to Qu. Also referred to as Merchant Potential Liability (“MPL”).
“MPL Reserve Level” means the level of MPL Reserve(s) set for Qu from time to time pursuant to these Third Party Services.
“Pass-Through Fees” means any fees and other charges (including applicable taxes) imposed by a third party (including Scheme Owners, Acquirers, and Issuers) in relation to the Payment Services and passed on to Qu via Adyen, including Issuer fees (e.g., interchange fees), Scheme Owner fees, and third-party Acquirer fees.
“Payment Details” means the information which makes up a Transaction message.
“Payment Device” means Equipment to submit POS Transactions to Adyen by reading the relevant data on the card, registering the Shopper’s approval of a Transaction (where applicable), encrypting the Payment Details and sending such Payment Details via the internet to Adyen for processing.
“Payment Device Terms of Service” means a description of the services Adyen provides to Merchants with respect to Payment Devices and associated terms, as incorporated into the Agreement and amended from time to time. The Payment Device Terms of Services are available at https://www.adyen.com/legal/payment-device-terms-of-service.
“Payment Method” means a method of enabling payments by Shoppers to merchants.
“PCI DSS” means the security standards for transmitting, processing or storing Card data / payment details required to be observed under the Scheme Rules of Card Scheme Owners (available at www.pcisecuritystandards.org).
“Point of Sale Transaction” means a Transaction submitted for processing via a Payment Device. Also referred to as “POS Transaction”.
“Processing Fee” means the fee charged for each Transaction submitted for processing, regardless of the Transaction amount, the type of Payment Method used or whether or not successful Authorization or Capture occurs. This fee is non-refundable.
“Prohibited and Restricted Products and Services List” means the list of products and services that are prohibited or restricted for use with the Payment Services, as incorporated into these Third Party Services and amended from time to time. The Prohibited and Restricted Products and Services List is available at https://www.adyen.com/legal/list-restricted-prohibited.
“Refund(s)” means a (partial) reversal of a relevant Transaction, whereby the funds are reimbursed to a Shopper by Adyen at Customer’s request.
“Sales Day Payout” means the Settlement model whereby Adyen will Settle daily Transaction volume on the agreed payout day as set out in the Sales Day Payout Terms of Service, as incorporated into these Third Party Services and amended from time to time.
“Scheme Owner” means the party offering and/or regulating the relevant Payment Method.
“Scheme Rules” means the collective set of bylaws, rules, operating regulations, requirements, procedures and/or waivers issued by the Scheme Owners which Customer agrees to comply with by enabling or using a Payment Method. If any third party (e.g., third-party Acquirer or technical service provider) is used in connection with a Payment Method, any additional or deviating rules set by such third party will be considered part of the Scheme Rules for that Payment Method. Scheme Rules may be amended or supplemented by Scheme Owners or third parties from time to time.
“Settlement” means the transmission of funds that Adyen has received from Acquirers, Scheme Owners and/or Issuers, as applicable, in connection with Transactions at the agreed frequency minus any amounts payable to Qu (as applicable to Customer Settlement) or paid by Adyen on behalf of Qu and/or Customer. “Settle” and “Settled” will have the corresponding meanings. For the avoidance of doubt, Qu will not transmit any funds as part of Settlement, and Adyen may deduct amounts payable to Qu from the funds prior to transmission to Customer.
“Shopper” means an individual person or legal entity purchasing a good or service from Customer for which a Transaction is submitted to Adyen for processing.
“Customer Funds” means settled funds actually received from the relevant third-party Acquirers or Scheme Owners by Adyen for processed Transactions of Customers.
“Onboarding Process” means the onboarding process to be completed by Customer to qualify for the use of the Payment Services, which includes the submission of Customer’s registration details for KYC check and Customer’s acceptance of the AfP Terms and Conditions when registering for the Payment Services with a Customer account as further detailed in these Third Party Services.
“Transaction(s)” means the processing, in whole or in part, of any instruction for Authorization, Capture, and/or Settlement of Shopper funds to Customer via the Qu Software.
Agree to Processing Fees
- Gross Monthly Settlement
Your account is configured for gross monthly settlement. All processing fees, authorization fees, transaction fees, and other charges will be collected in one lump sum from your bank account at the beginning of each month for the previous month's activity. - Processing Cost
- All payments are subject to variable processing fee (at cost) plus a markup of 0.05% (5 basis points) + fixed $0.10 fee per transaction.
