AfP Sales Day Payout Terms of Service

• 1. AfP Sales Day Payout Service

  • 1.1 Sales Day Payout Service

    “Sales Day Payout” is the allocation of Net Captured Volume to a User Virtual Account or any other (virtual) accounts on the Adyen Platform on the Payout Day, in accordance with these Terms of Service, in respect of which:

    a. the “Captured Volume” equals all amounts Captured on the Transaction Day for Transactions Acquired via Adyen for supported Payment Methods (as described in Clause 2.1 below) and “Net Captured Volume” has the meaning set forth in Clause 1.4 below;

    b. the “Transaction Day” is by default the period from 0:00 up to and including 23:59 hours in the time zone of the applicable User Virtual Account. Platform may request Adyen to set up a different 24-hour period as the Transaction Day; and

    c. The “Payout Day” is the agreed Business Day after the Transaction Day (e.g. T+2) and “Business Day” is a day other than Saturday or Sunday on which banks are generally open for business in the relevant jurisdiction.

    Note: as a result, the Payout Day for weekend days will be the same day as the Payout Day for the preceding Friday. For example, on T+2 the Net Captured Volume for Friday, Saturday and Sunday will be paid out on Tuesday.

    As long as Sales Day Payout is activated for the relevant region, Payment Methods, currencies, and User Virtual Accounts, Adyen will initiate payout of the Net Captured Volume to Users on the Payout Day, irrespective of whether the funds are actually received by Adyen from the Acquirer or Scheme Owner. Sales Day Payout is at all times subject to the conditions described in these Terms of Service, including the non-occurrence of situations described in Clauses 2.3, 2.4 and 2.6.

    Sales Day Payout (and pass-through payout) applies to the Settlement of funds into relevant User Virtual Accounts in accordance with the AfP Agreement. To pay out into an external bank account, a separate pay out instruction needs to be provided in accordance with the AfP Agreement, provided that for an AfP Manage Agreement such pay out instruction may be in the form of an instant automated sweep once the Settlement has arrived at the User Virtual Account.

  • 1.2 Payout Day

    The default Payout Day for all Transactions on a User Virtual Account is dependent on the Transaction currency, associated volumes, and the country or region where the Transaction is acquired. Specific Payout Days by currency, volume percentage, and country or region, are available on docs.adyen.com. Platform may request Adyen to delay the Payout Day.

  • 1.3 Activation of AfP Sales Day Payout

    • 1.3.1 Activation for Platform and Platform Affiliates

      Activation of AfP Sales Day Payout Service may be requested through the Customer Area for Platform and any Platform Affiliates and their respective Users. Each User Virtual Account activation request will be subject to regional availability and Adyen’s ongoing review and approval, which may be withheld in Adyen’s discretion. Upon approval, activation for the relevant User Virtual Account will be confirmed immediately on the Customer Area or separately via email. The applicable Payout Day or other functionality may differ per User Virtual Account. Only the jurisdictions and associated Payout Days both approved by Adyen and, where relevant, priced in the pricing schedule will be available. Adyen may review Platform’s and/or the relevant Users’ Transaction history (e.g. Payment Method mix, relevant pass-through payout timelines, etc.) as part of its activation assessment.

    • 1.3.2 Transitional Period (Not Applicable for New User Virtual Accounts)

      Platform acknowledges that upon activation of Sales Day Payout for an existing User Virtual Account, there will be a transitional period (usually the first week) during which funds Settled to the User Virtual Account may still contain Transactions Captured before the activation of Sales Day Payout. On top of the Sales Day Payout report, the original reporting will continue to be provided for those Transactions and funds during the transitional period.

  • 1.4 Payout Specification and Reporting

    Adyen will make the “Net Captured Volume” available to the User Virtual Account on the Payout Day, which is an amount equal to the Captured Volume, minus:

    a. All fees due in respect of Transactions on the Payout Day;

    b. All amounts for which a Refund was initiated on the Transaction Day, provided it is agreed that such Refund is charged to the User;

    c. All Platform Fees due in respect of Transactions on the Transaction Day;

    d. The total balance of Chargebacks and Settlement Reversals (as defined below) at the Payout Day, provided it is agreed that such Chargebacks are charged to the User; and

    e. The total balance of other amounts due to be withheld, as instructed by Platform on behalf of Users, at the Payout Day (“Other Adjustments”).

    As far as applicable, Refunds will be withheld in accordance with the split instructed by Platform and Chargebacks will be withheld from amounts made available to the User. Platform can view and download a report on the Customer Area showing each of the above amounts for each Payout Day. 

  • 1.5 Right to Switch to Pass-Through Payout

    Adyen may also support pass-through payout, whereby Adyen makes funds available from every successfully processed individual Transaction into the relevant User Virtual Account if and when the funds have been received by Adyen from the relevant Scheme Owner or Acquirer.  Provided the applicable settlement and/or payout setup allows for it, Platform may at any time request Adyen to cancel Sales Day Payout and switch to pass-through payout through the Customer Area or by contacting Adyen Support. Without undue delay after receipt of such request, Adyen will switch the relevant User Virtual Account(s) to pass-through payout and confirm completion of the switch to Platform through the Customer Area or by separate email.

  • 1.6 User Instructions and Mandate

    Platform will ensure it performs all its activities with respect to a User, including any instruction to make funds available to a User, in accordance with (i) Applicable Laws and Scheme Rules, and (ii) the mandates, permissions, and instructions which Platform obtains from its Users, including in accordance with the AfP Agreement.

• 2. AfP Sales Day Payout Conditions

  • 2.1 Supported Payment Methods

    • 2.1.1 Settlement through Adyen

      Adyen only supports Sales Day Payout for Payment Methods contracted and Settled through Adyen (i.e., Adyen needs to be in the money flow). The current list of supported Payment Methods can be found here.

      If Adyen has agreed to provide payout and reconciliation support, Adyen may, at its sole discretion, at the request of Platform, also agree to support Sales Day Payout for Payment Methods contracted by Platform directly (such as American Express). In addition to the activation provisions herein, requests to activate Sales Day Payout for such Payment Methods will be subject to the following conditions:

      a. Platform will need to supply Adyen with the agreed cost rates and payout timelines based on the direct contract between Platform and the Payment Method before activation;

      b. Adyen will apply such supplied cost rates for Sales Day Payout and, on a monthly basis, apply a true-up based on the cost rates actually applied for that month. The outcome of this true-up (which may result in a credit or a debit) will be specified and deducted from or added to Platform’s (virtual) account at Adyen; and

      c. If the payout timelines for such Payment Method lead (or are expected to lead) to a delay in the Payout Day in accordance with Clause 3.4 below, Adyen will notify Platform thereof before activation.

    • 2.1.2 Exceptional Payment Methods

      Sales Day Payout is not available for certain Payment Methods where the relevant Acquirer or Scheme Owner structurally pays out numerous days later than the Payout Day or settles in an unpredictable manner (each, an “Exceptional Payment Method”). Funds processed using Exceptional Payment Methods will be made available to User Virtual Accounts through pass-through payout only.

      If Exceptional Payment Methods are processed on the same User Virtual Account as supported Payment Methods for Sales Day Payout, the Net Captured Volume for a Transaction Day will be made available on the Payout Day, while the Exceptional Payment Method Transactions will be made available if and when the Payout funds for the relevant Transaction are received by Adyen. 

      If the settlement speed by a Scheme Owner for a supported Payment Method used by Platform deteriorates significantly, Adyen may also choose to qualify such Payment Method(s) as an Exceptional Payment Method by notifying Platform.

      All Payment Methods not on the list of supported Payment Methods are Exceptional Payment Methods.

  • 2.2 Blend Model Pricing for Certain Payment Methods

    For certain Payment Methods (subject to change from time to time and currently including, but not limited to, CUP Secure Pay, Discover Europe, Diners, and JCB), the actual Interchange++ pricing for Transactions may not yet be known on the Payout Day. Therefore, Sales Day Payout will only be available for such Payment Methods if they are used on the basis of the Blend Model. If Platform requests Adyen to activate Interchange++ pricing for such Payment Method, Platform acknowledges that funds for such Payment Method will be made available in accordance with pass-through payout.

  • 2.3 Non-Payment by Scheme Owner or Acquirer

    If:

    a. there are objective indications that the relevant Acquirer or Scheme Owner has defaulted, is likely to default or indicates that it will not pay-out funds in relation to Platform and/or its Users, or 

    b. Adyen has not actually received the funds within thirty (30) days after the Payout Day,

    Platform will compensate Adyen for any funds already paid out to Users or Platform but not actually received by Adyen from the relevant Acquirer or Scheme Owner (“Settlement Reversal”). In the event of a Settlement Reversal, the parties agree that Adyen will apply such Settlement Reversal by deducting the relevant amount(s) from and/or setting off against Platform’s (virtual) account at Adyen and/or the Platform Fees. Should the funds in Platform’s (virtual) account and/or the Platform Fees not be sufficient to cover for the Settlement Reversal, then Adyen will invoice Platform separately, which invoice is due and payable within five (5) Business Days. In case the funds are received by Adyen from the Acquirer or Scheme Owner thereafter, Adyen will Settle the received funds back into Platform’s (virtual) account.

    This Clause 2.3 is not applicable to funds paid out to Users of Platform in the United Kingdom.

  • 2.4 Payout Delays

    If more than 25% of the Captured Volume of the Platform and/or per individual User consists of Payment Methods that structurally settle to Adyen later than the Payout Day, Adyen will have the right to accordingly delay the Payout Day by one or more Business Days. Adyen will promptly notify Platform of such decision. This may, for example, happen in the following circumstances:

    a. Change in Payment Methods Mix. If the Payment Methods mix and associated countries materially change or deviate from projections. 

    b. Interregional Settlement. Payment Methods may have slower settlement times in case of Shoppers with Cards issued in a currency region/country different from the processing country registered with the Scheme Owners.

    c. Slower Settlement by Schemes. The settlement speed for a Payment Method deteriorates.

    In any case, if as a result of the actual settlement speed by Payment Methods, Adyen cannot facilitate the Settlement for a single sales day due to insufficient funds, Adyen will have the right to delay the Payout Day. Adyen will promptly notify Platform of such decision.

  • 2.5 Negative Balance

    If the amount to be allocated to a User Virtual Account on the Payout Day is negative, Adyen may, in its discretion, exercise any set-off right or other rights in accordance with the terms of the AfP Agreement and the User Agreement.

  • 2.6 Insolvency or Default

    Platform acknowledges and agrees that in case Adyen finds there are clear indications that Platform and/or a User is, or is likely to become insolvent and/or a User is unable to provide a material part of the User’s Products and/or Services, any Captured Volume may be set-off by Adyen against Adyen’s claims on Platform and/or the relevant User in accordance with the AfP Agreement and the User Agreement instead of being paid out on the Payout Day as set out in these Terms of Service.

• 3. AfP Accelerated Sales Day Payout Service

  As part of or in addition to its Sales Day Payout activation request, Platform may request Accelerated Payout Days (as defined below).

  • 3.1 Accelerated Sales Day Payout

    Platform may request shorter payout periods than those applicable to the standard AfP Sales Day Payout Service and, if approved by Adyen, Adyen will accelerate the standard Payout Day for the Sales Day Payout to the Accelerated Payout Day (as defined below) (“AfP Accelerated Sales Day Payout Service”). The AfP Accelerated Sales Day Payout Service and activation thereof is subject to the standard Sales Day Payout Service terms set out in Article 1 and 2 above as well as the additional terms in this Article 3. The AfP Accelerated Sales Day Payout Service is limited to Platforms with their corporate seat in jurisdictions where the AfP Accelerated Sales Day Payout Service is supported and, in certain countries or regions, may require Platform’s acceptance of separate terms.

    The following terms and definitions apply to the AfP Accelerated Sales Day Payout Service:

    a. the “Accelerated Payout Day” shall for the purpose of the AfP Accelerated Sales Day Payout Service mean the agreed Business Day, unless User has an Adyen Business Account in which case the Payout Day is the agreed calendar day, on or after the Transaction Day (e.g. T+0 or T+1, T+2) accelerated relative to the default Payout Day for the relevant currency in the applicable country or region.

    Note: for Business Days, as a result, the Payout Day for weekend days will be the same day as the Payout Day for the preceding Friday. For example, on T+1 the Payout Day will be Monday for the Captured Volume for Friday, Saturday and Sunday.

    b. “Adyen Business Account” a business account issued by Adyen to the relevant User for the purpose of initiating incoming or outgoing fund transfers. For the purpose of these Terms of Service, any reference to User Virtual Accounts herein shall, where relevant, be understood to also refer to Adyen Business Accounts unless otherwise indicated.

  • 3.2 Accelerated Payout Day

    Under the AfP Accelerated Sales Day Payout Service and in deviation from the default Payout Day, Adyen will, unless another Accelerated Payout Day is applicable in the relevant territory, generally make the Captured Volume available: 

    a. intra-day (T+0), to User Virtual Accounts (exclusive of Adyen Business Accounts) multiple times per day on Business Days and to Adyen Business Accounts multiple times per day on each calendar day; or 

    b. inter-day (T+1), once per relevant Business Day to User Virtual Accounts (exclusive of Adyen Business Accounts) and once per relevant calendar day for Adyen Business Accounts, as applicable, depending on the time of the Capture of each Transaction. Each settlement will have a cut-off time, where all Captured Volume before the cut-off time will be included in the relevant Settlement and all Captured Volume after the cut-off time will be included in the next following Settlement. As part of the T+1 AfP Accelerated Sales Day Payout Service, the cut-off time for Captured Volume is defined by the Transaction Day, unless otherwise agreed.

  • 3.3 Pricing

    The AfP Accelerated Sales Day Payout Service is subject to additional fees (the “Accelerated Sales Day Payout Fees”), which are applied as a percentage over the Captured Volume and will be included in Platform’s monthly invoice. The applicable Accelerated Sales Day Payout Fees and jurisdictions will be agreed between the parties and specified in the AfP Agreement.

    • 3.3.1 Fee Changes

      In addition to any rights in the AfP Agreement, Adyen may raise the Accelerated Sales Day Payout Fee or charge additional fees, in whole or in part, if:

      a. with respect to a User Virtual Account (exclusive of Adyen Business Accounts), the short-term interbank reference rate (e.g., ESTR for Europe) materially increases; or

      b. (i) Adyen needs to delay the Payout Day in accordance with Clause 2.4 (Payout Delays), or (ii) with respect to an Adyen Business Account, Adyen needs to delay the Accelerated Payout Day to the default Payout Day of the respective currency that is paid because the short-term interbank reference rate (e.g., ESTR for Europe) materially increases, but Platform notifies Adyen that it does not accept such delay and wishes to remain on the applicable Accelerated Payout Day (e.g., T+0 or T+1) against additional fees as notified by Adyen.

      Any such fee change will be notified to Platform at least two (2) weeks prior to effecting the fee change. Platform may request to deactivate and terminate its use of the AfP Accelerated Sales Day Payout Service via the Customer Area at any time. Adyen may at any time, at its sole discretion, suspend or terminate the AfP Accelerated Sales Day Payout Service either for an individual User Virtual Account or for all relevant User Virtual Accounts by giving notice thereof to Platform.

      Price changes for any other reason will be in accordance with the AfP Agreement.

  • 3.4 Potential MPL Reserve Impact

    Platform acknowledges and agrees that Platform’s use of the AfP Accelerated Sales Day Payout Service may result in an increase of its MPL Reserve Level (which may also be referred to as the “Deposit Level”) in accordance with the terms of the AfP Agreement. Corrections to the MPL Reserve Level will be part of the 'Other Adjustments' as specified in the settlement detail report.