Financial Services Banking Terms

Your acceptance of these terms (the “Terms") forms a binding agreement between you (“User”, also referred to as “you” or “your”) and Adyen N.V. - a public company registered in the Netherlands under company number 34259528 whose registered office is at Simon Carmiggeltstraat 6-50, 1011 DJ, Amsterdam, the Netherlands - and/or its local affiliates and/or branches and assignees (“Adyen”, also referred to as “we”, “us”, or “our”), collectively User and Adyen are referred to as the parties (“Parties”).

You are operating in connection with a third-party platform (such platform and its affiliates referred to as “Platform”). Adyen offers certain payment processing and acquiring services to you through that Platform (“Adyen for Platforms”). You previously accepted the AfP Terms governing your use of the Adyen for Platforms service. The AfP Terms may have been incorporated into Platform’s terms and conditions or provided to you separately. By accepting these Terms, you reaffirm your acceptance of the AfP Terms and acknowledge that the AfP Terms are and remain in full force and effect.

These Terms are intended to be read in conjunction with the AfP Terms and supplement the AfP Terms. These Terms govern Adyen’s business account offering, an additional service Adyen offers via a user interface managed by Platform. Your access to the Business Account and its features will be via Platform. Platform will be your primary contact in connection with the Business Account Services and will be responsible for customer support to you. The Business Account services allow you, subject to the terms and conditions herein, to request, obtain and use a Business Account connected to the Adyen platform for the limited purposes outlined in these Terms (the “Business Account Services”). Please ensure you understand the associated rights and obligations outlined in these Terms before submitting your request for the Business Account Services.

These Terms apply from the date of your acceptance (“Effective Date”) and will remain in effect until the Business Account Services and/or these Terms are terminated or expire, subject to the relevant provisions herein which provide for survival of relevant terms post-termination.

In case of any conflict between the AfP Terms and these Terms, these Terms will supersede in relation to the Business Account Services provided by Adyen. The terms and conditions and defined terms included in the AfP Terms and its schedules, unless amended herein, are also applicable to these Terms.

Additional terms and disclosures may be provided by Adyen, either directly or via the Platform. The following disclosures and terms together constitute the “Agreement” between you and Adyen in relation to the Business Account Services: (i) these Terms and the AfP Terms, including any schedules or addenda thereto, as amended from time to time; (ii) disclosures provided to you when you open the account; (iii) disclosures and terms that are applicable to other Adyen services and products where those disclosures or terms directly or indirectly relate to the Business Account Services; (iv) Adyen’s Privacy Policy (available at: www.adyen.com/policies-and-disclaimer/privacy-policy); (v) periodic statements and any notices delivered with your statements by Platform; and (vi) any other disclosures, statements and notices Platform may provide from time to time, either in its own name or on our behalf. We and Platform may update and amend these disclosures and terms from time to time. The Agreement, as amended from time to time, constitutes the legal, valid, binding and enforceable obligations governing the Business Accounts and Business Account Services.

By electronically accepting these Terms and opening and continuing to hold a Business Account with us, you acknowledge that you understand these Terms and you agree to be bound by the most recent version of these Terms, which is available upon request from Platform. If you do not agree to be bound by these Terms, please do not accept these Terms and do not use or continue to use the Business Account Services. If you have any questions about the AfP Terms or these Terms please reach out to Platform. In consideration of the promises and the representations, warranties, covenants, agreements, and conditions below, the Parties hereby enter into these Terms and agree with the terms and conditions set forth herein.

Note: Adyen may be referred to as Processor under the AfP Terms and Platform may be referred to as Platform, Payment Facilitator, or other similar designation depending on your setup.

2 Authority

You may act yourself or you may at your own discretion and responsibility designate one or more individuals as your representative(s) authorized to access and administer your Account (the “Business Administrator”). By allowing any individual to access the Business Account, you acknowledge and agree that Adyen is entitled to assume that such individual is a Business Administrator and that all actions or omissions of such individual are duly authorized actions or omissions, as applicable, taken or not taken on your behalf. You and, and where applicable, each Business Administrator has the power to perform all the actions and transactions available to the Account subject to any restrictions as configured by you via Platform’s user interface. Such actions may include, without limitation:

a) initiate and otherwise receive transfer of funds by whatever means are allowed for the account;

b) make withdrawals by whatever means are available for the account;

c) obtain and release information about the account;

d) sign or authenticate any document in connection with the account; and

e) close the account.

If you have designated one or more Business Administrators, unless you together with Platform have limited particular rights of the Business Administrator it is the intention that you and each Business

Administrator has complete and separate access, instruction and withdrawal rights in respect of all the funds in the account. You may at any time restrict any rights or retract the access rights of a Business Administrator by contacting Platform.

3 Definitions

Adyen, also referred to as we, us, or our, has the meaning set forth in Article 1.

Adyen for Platforms has the meaning set forth in Article 1.

AfP Terms means the Adyen for Platforms terms and conditions provided via Platform and/or Adyen and accepted by you as a condition of using the Adyen for Platforms services.

Agreement has the meaning set forth in Article 1.

API means application programming interface through which Adyen, Platform and you securely communicate relevant information and instructions.

Applicable Law means any law, statute, regulation, rule, including Scheme Rules, ordinance, or subordinate legislation applicable to the relevant obligation, activity, or status of the relevant party in the relevant region, including as applicable, Privacy Laws, economic sanctions laws, embargoes, and any directive, policy, rule, guidance, or order that is binding on the relevant Party for the relevant activity or obligation in the relevant region and that is made or given by a legislative or regulatory authority of any national, federal, commonwealth, state, provincial, or local jurisdiction.

Business Account means the electronic money account issued by Adyen to you for the purpose of making payment transactions, subject to these Terms.

Business Account Services has the meaning set forth in Article 1.

Business Administrator has the meaning set forth in Article 2.

Business Day means a day (other than a Saturday or Sunday) on which local banks are open for general business.

Collateral means (i) any present and future right, claim or receivable both actual and contingent, vis-a-vis Adyen; (ii) any accessory right; and (iii) any ancillary right, in each case in relation to any Business Account.

Communications has the meaning set forth in Article 7.

Current Version has the meaning set forth in Article 7.

Dormant Account has the meaning set forth in Clause 15.5.

Effective Date has the meaning set forth in Article 1.

Electronic Money means electronically (including magnetically) stored monetary value as represented by a claim on the electronic money issuer which is issued on the receipt of funds for the purpose of making payment transactions and which is accepted by a natural or legal person other than the electronic money issuer.

Electronic Payment means a wire transfer between Adyen and other credit institutions, or an ACH or SEPA transfer.

Enforcement Event means you are in default of the Secured Obligations and (i) you have been notified of such default by Adyen and you have not remedied such default within 3 Business Days; or (ii) the default is not capable of being remedied.

Force Majeure Event means any act or event beyond Adyen’s reasonable control that materially affects Adyen’s ability to perform its obligations under these Terms, including, but not limited to, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, civil commotions, fire or other casualty, governmental act, action or inaction, closure of governmental offices, internet or other infrastructure failures, act(s) of war, terror or terrorism, or industry-wide disruption in the supply chain . It is understood that a lack of financial and/or other resources shall not be considered a Force Majeure Event.

Incoming Transfers means the movement of funds into a Business Account in connection with (i) Settlement Amounts, (ii) transfers from another Business Account, (iii) Electronic Payments, or (iv) any other means approved by us from time to time.

KYC Information has the meaning set forth in Article 4.

Legal Action has the meaning set forth in Article 10.

Payment Instruction means electronic instruction sent by you to Adyen by using the user interface provided by Platform or otherwise via API (or other means provided or procured by Adyen) to transfer funds from the Business Account to a third party bank account or card, including any cancellation thereof.

Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, as defined in applicable Privacy Laws.

Platform means the provider, and its affiliates as applicable, that you have an agreement with that provides the third party technical platform that connects you with shoppers, is integrated with the Adyen platform and has entered into the relevant contracts with Adyen to facilitate the Business Account Services and ancillary services to you. Platform may also be referred to as “Marketplace” in the AfP Terms.

Privacy Laws means all laws, regulations, and rules applicable to processing of Personal Information by a party, as amended from time to time, including but not limited to the EU Regulation 2016/679 (GDPR).

Secured Obligations means all present and future liabilities and contractual and non-contractual obligations consisting of monetary payment obligations of you to Adyen, at any time, both actual and contingent and whether for principal, cost, interest or otherwise in connection with the Agreement.

Settlement Amounts means amounts relating to Transactions processed for you in respect of Adyen’s acquiring services or the other payment methods offered by Adyen Settled to you pursuant to the AfP Terms.

Multi-Factor Authentication or MFA means the security and/or (where applicable) regulatory requirement to ensure that electronic payments and/or Business Account access are performed with Two-Factor Authentication, to increase the security and reduce fraud of online payments.

Two-Factor-Authentication means an authentication method based on the use of two or more of elements categorized as (i) possession – something only the User possesses (such as a personal uniquely identifiable device), (ii) knowledge – something only the User knows (such as a password or code) and/or (iii) inheritance – a unique physical characteristic (such as a biometric fingerprint).

User or you has the meaning set forth in Article 1.

4 Customer Identification and KYC Information

To help governments fight the funding of terrorism and money laundering activities, Applicable Law requires all financial institutions to obtain, verify, and record information that identifies each person who opens a Business Account. Before you can open a Business Account, you must provide Adyen with relevant information about yourself, your business activities, your directors and ultimate beneficial owners, including name, address, date of birth, and other information to enable proper identification (‘Know Your Customer’ or “KYC Information”) to the extent required under Applicable Law. We may require you to provide a copy of your valid company registration documentation (for legal entities) and/or identifying documents, such as driver’s license (for individuals) for verification purposes. Before and during your use of the Business Account Services, we reserve the right to withhold or suspend the provision of the Business Account Services until any required KYC Information or identifying documentation has been provided and approved. We may ask you to provide this kind of information and documentation because we may not have collected it from you in the past, we may need to update our records, or we may need to do additional checks.

Any continued failure to provide requested KYC Information and/or documentation, for any reason, may result in the closure of the Business Account and additional costs assessed on the Business Account. You warrant that your KYC Information is, to the best of your knowledge, up-to-date and correct. Any material changes to your KYC Information must be notified to Adyen in writing without undue delay.

5 Eligibility

You must meet and continue to meet minimum qualifications to open and maintain a Business Account with us. These qualifications are based on multiple factors as determined by Adyen from time to time, including but not limited to, your submission of complete and acceptable KYC Information, your use of the Business Account for business purposes, and the location of your registered location or principal place of business and meeting your commitments in Article 8 and elsewhere in these Terms. It is in our discretion to determine if you meet minimum qualifications. We may perform monitoring and/or conduct re-reviews of your compliance with such minimum qualifications from time to time. If you are no longer eligible to hold a Business Account we may initiate account closure procedures as further outlined in Article 16.

If you meet and continue to meet the minimum qualifications, and you have accepted these Terms, you are considered an eligible User. Platform shall be your main point of contact if you have questions about the user interface and the Business Account Services.

6 Representations and Warranties

If you are an individual, by activating a Business Account or by retaining, using, or authorizing the use of the Business Account you represent and warrant to Adyen that: (i) you are at least 18 years of age; (ii) you are a British citizen or lawfully residing in the United Kingdom respectively; (iii) you have provided us with a verifiable street address (not a P.O. Box); (iv) you are duly qualified, have secured and maintain all applicable licenses, and are in good standing to do business in all jurisdictions where you conduct your business; (v) the personal information that you provide to us in connection with the Business Account is true, correct, and complete; (vi) you have received a copy of these Terms and Adyen’s Privacy Policy and agree to be bound by and to comply with these terms and understand that they are subject to change in accordance with these Terms and Applicable Law; (vii) you accept the Business Account and related rights and obligations; and (viii) the Business Account will only be used for the commercial and business purposes of your business and not be used for personal, family, or household purposes.

If you are a legal entity, by activating a Business Account or by retaining, using, or authorizing the use of the Business Account you represent and warrant to Adyen that: (i) you are duly organized, validly existing, and in good standing under the laws of the United Kingdom of your formation or other local jurisdiction as may be applicable; (ii) you have provided us with a verifiable street address in the United Kingdom where you conduct business (not a P.O. Box) (iii) you are duly qualified, have secured and maintain all applicable licenses, and are in good standing to do business in all jurisdictions where you conduct your business; (iv) you have all necessary organizational power and authority to establish the Business Account, enter into these Terms, to perform all of the obligations to be performed by you under these Terms, and none of these actions conflict with any other agreement to which you are a party; (v) the personal and business information that you provide to us in connection with the Business Account is true, current, correct, and complete; (vi) you have received a copy of these Terms, including Adyen’s Privacy Policy, and agree to be bound by and to comply with such terms and understand that they are subject to change in accordance with these Terms and Applicable Law; (vii) the individual accepting and agreeing to these Terms for you has the requisite corporate authority to accept and agree to the Terms on your behalf; (viii) you accept the Business Account and related rights and obligations; and (ix) the Business Account will only be used for the commercial and your business purposes and not be used for personal, family, or household purposes.

7 Electronic Signature

You consent to the use of electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you under these Terms and in connection with your relationship with us and Platform (collectively, “Communications''). You represent that you (i) have read and understand this consent to use electronic signatures and to receive Communications electronically, (ii) meet the minimum hardware and software requirements specified below, (iii) will keep your information with Platform up to date and notify Platform of any change to your email address and (iv) understand that your consent will remain in effect until you withdraw it. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. If you withdraw your consent to receive Communications electronically we may not be able to continue to offer the Business Account Services to you.

In order to access and retain Communications provided to you electronically, you must maintain a valid e-mail address, a Current Version of a commercially available internet browser and a Current Version of a program that accurately reads and displays PDF files. “Current Version” means a version of the software that is currently being supported by its publisher.

You should print and save or electronically store a copy of all Communications that we send to you electronically. You may request a printed copy from Platform however a fee may be associated with requests for any paper copies. We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications.

8 Business Account Services

8.1 Electronic Money

The funds held on the Business Account are classified as Electronic Money. Electronic Money is not a deposit and it is not protected by the Financial Services Compensation Scheme in case of Adyen’s insolvency. Adyen is nevertheless subject to stringent capital and liquidity requirements and is storing all funds received for purchase of electronic money on a separate account for safeguarding purposes.

Electronic Money is issued for the purpose of conducting payment transactions. You may hold Electronic Money, and Adyen may hold funds corresponding to your Electronic Money. All Incoming Transfers will automatically be exchanged for Electronic Money. Whenever you initiate a withdrawal or transfer of the funds held on the Business Account, the Electronic Money will, in accordance with Clause 8.5, be redeemed and made available to you or the relevant third party.

8.2 Type of Business Account and Currency

You and/or your Business Administrators may only use the Business Account for business purposes, and explicitly not for personal, family, or household use. The Business Account is a limited purpose, multi-currency, transactional account, such that multiple currencies can be administered on the same Business Account number. A list of supported currencies and relevant FX rates are available to you upon your request. You may only request a Business Account if you are acting within the scope of business purposes.

8.3 Multi-Factor Authentication

If required by Applicable Law, Adyen or a particular payment method or if agreed between Adyen and Platform, you may be required to use Multi-Factor Authentication (or MFA) and register one or more iOS or Android devices (or other supported devices as notified by Adyen from time to time) with Adyen in order for Adyen to be able to authenticate individual Payment Instructions and/or Business Account access requests. You are responsible for managing your device(s) and safeguarding relevant login credentials from unauthorized access by third parties. You furthermore acknowledge that each Payment Instruction or access request to the Business Account may require successful MFA before the Payment Instruction is carried out or the access request is granted.

Adyen reserves the right to waive MFA when in its reasonable and sole discretion and in accordance with Applicable Law, it determines a Payment Instruction is (i) low-risk based on a real-time risk assessment (ii) a low-value amount (iii) a certain type of recurring Payment Instructions initiated by a payee (e.g. fixed or variable subscriptions based on a User mandate or earlier performed authentication) or (iv) a payment between two businesses using a payment instrument dedicated to make such business-to-business payments. In each case, Adyen may choose to apply MFA regardless.

8.4 Payment Instructions, Reporting and Business Account Statements

No banking portal or similar interface is provided to you directly by Adyen as part of the Business Account Services. Platform is responsible for providing you with the interface required to enable you to request, view, and transact via your Business Account. You acknowledge that you can only use the Business Account Services through a user interface managed and provided by Platform. We provide Platform with a dedicated API for this purpose. Via Platform’s interface you, and any authorized representative and Business Administrator on your behalf, can (i) initiate Payment Instructions; (ii) make and/or receive an Incoming Transfer; (iii) obtain Business Account (periodical) statements or reports and (v) request an overview of incoming and outgoing transfers and Business Account balance.

Adyen may at a later point in time at its own discretion create, provide and/or require you to use a user interface provided by Adyen to operate the Business Account and its features.

All your funds shall be held in your Business Account for your benefit, the balance of such funds may be reduced through instructions to move funds, which Platform may submit on your behalf, your use of such funds, and through the imposition of fees, charges, withholdings and other obligations in accordance with these Terms and the Agreement and any other relevant agreement you and/or Platform have with us. You acknowledge and agree that Adyen may rely on the instructions provided by the Platform on your behalf. Unless otherwise agreed, Incoming Transfer instructions and Payment Instructions you give to us, directly or through Platform, for the transfer of funds in and out of the Business Account, will be governed by these Terms. In addition, your rights and obligations with respect to any Electronic Payment, and our rights and obligations, will be governed by (a) these Terms; and (b) to the extent not specified in a separate written agreement or these Terms, and as far as applicable, by Applicable Law.

8.5 Redemption

Whenever you initiate a withdrawal or transfer of the funds held on the Business Account, the Electronic Money will be redeemed. The corresponding amount, less any costs or fees in accordance with the Agreement, will be made available by us to you or the relevant third party.

8.6 Account Funding

We offer your Business Account in connection with Platform’s platform and rely on information communicated by Platform. Incoming Transfers are made available in your Business Account pursuant to instructions communicated by Platform on your behalf. We may reject or screen Incoming Transfers and return funds or otherwise reverse them at our discretion or in accordance with these Terms, the AfP Terms or Applicable Law, such as anti-money laundering and financial crimes laws. You must notify us immediately if you think an Incoming Transfer was made in error.

Funds may be pulled from your Business Account via instructions communicated by Platform. You authorize Platform to provide us with representations and instructions related to your Business Account, including, but not limited to, instructing us to pull funds from your Business Account. In addition, we may pull funds from your Business Account to cover any obligations or amounts owed to us as outlined in these Terms, the AfP Terms, or otherwise owed to us.

8.7 Availability of Funds from Electronic Payments

Unless we inform you otherwise (either directly or via Platform), funds from Electronic Payments are made available in your Business Account on Business Days. If an Electronic Payment is received and processed by us before 6 pm GMT on a Business Day, we will consider that day to be the day of the Incoming Transfer. Any funds received after 6 pm GMT or on a day that is not a Business Day, shall be available on your Business Account on the next Business Day.

Funds received by an Electronic Payment and sent for the attention of your Business Account are available on the first Business Day after the Business Day of the Incoming Transfer. An Electronic Payment is received when Adyen has received both (i) the payment in actually and finally collected funds, and (ii) the information on the Business Account and amount to be credited.

Settlement Amounts processed by Adyen and transfers via Platform’s platform are sent to the attention of your Business Account and made available pursuant to instruction from Platform on your behalf.

We do not accept Incoming Transfers made in cash or by check. Any attempt to mail us any funds consisting of cash or check(s) will be sent back to the address we have on file for you. We are not liable if you do not receive the returned funds. You may not make deposits into your Business Account at any automated teller machine (‘ATM’).

Business Accounts open less than thirty (30) days may be limited in functionality. Certain transfer limits may be lower during this time for certain features and services, to the extent permitted under Applicable Law.

Adyen may place a hold on your Business Account. When Adyen delays the availability of funds or places a hold on an Incoming Transfer made to your Business Account, you may not withdraw those funds, and those funds will not be available for Payment Instruction. The length of the delay in the availability of funds varies depending on the type of Incoming Transfer or Payment Instruction.

Adyen makes funds available according to their type, when the funds are made available to your Business Account and in accordance with Applicable Law. The funds related to an Incoming Transfer must be immediately available to us. In rare cases, we may not receive full payment relating to an Incoming Transfer, for example if there is a scheme delay, claw back, or default in relation to acquiring services. If full payment is not received on any Incoming Transfer made into your Business Account, you agree to pay us and you agree that we may withhold any shortfall to the full payment amount.

8.8 Outgoing Fund Transfer

You may initiate an outgoing fund transfer from the Business Account by submitting a Payment Instruction, either by transfers on the Platform’s platform, a wire transfer or a SEPA or ACH transfer. Payment Instructions may be initiated each Business Day up to the higher of (i) EURO 5,000,000 or GBP 5,000,000, as applicable or (ii) 30% of the end-of-day balance of the immediately preceding Business Day. Payment Instructions in excess of this amount may only be done with Adyen’s prior written consent. Payment Instructions received outside of operating hours of the respective clearing will be processed on the following Business Day. The parties may agree that a Payment Instruction shall be processed on a specific day or according to a specific schedule, provided that there are sufficient funds available in the Business Account at the time of execution of the Payment Instruction. If the agreed day for processing of a Payment Instruction is not a Business Day, the Payment Instruction shall be processed on the following Business Day.

You agree that we may record all telephone conversations and data transmissions received from, made for or made on behalf of you pursuant to or in connection with a Payment Instruction.

Adyen reserves the right to at our sole discretion refuse to accept any Payment Instruction that we believe may violate these Terms or Applicable Law. A Payment Instruction is accepted when it is executed by us. We may process any Payment Instruction request (as well as any amendment or cancellation request concerning a Payment Instruction) that we believe is transmitted or authorized by you or on your behalf. Such Payment Instructions will be deemed effective as if made by you or on your behalf, and you will be obligated to pay us in the amount of such Payment Instructions, even if they are not transmitted or authorized by you.

Unless we agree on another security procedure, you agree that we may confirm the authenticity and content of a Payment Instruction (among other ways) by sending an SMS, email or placing a telephone call to you directly by Adyen or by Platform. If we or Platform cannot reach you, or if the Payment Instruction is not confirmed or approved in a manner we require, we may refuse to execute the Payment Instruction.

You agree that if a Payment Instruction identifies the beneficiary by both name and identifying number, and the name and number identify different persons or account holders, execution and payment to the beneficiary may be made solely on the basis of the identifying number.

8.9 No Interest

No interest will accrue on the Electronic Money held in the Business Account.

8.10 Business Account fees

Fees are separately agreed between you and Platform. Incoming and outgoing transfers will be executed in accordance with the ‘SHA’ (shared) principle, meaning that in case of incoming wires, you receive funds minus the correspondent (intermediary) bank charges. In case of outgoing transfers, the recipient will receive the transfer amount minus the correspondent (intermediary) bank charges.

8.11 Foreign Exchange

If you require currency conversion of the funds in your Business Account, Adyen will convert your funds at an exchange rate established by Adyen on the calendar day when such exchange is processed. Currency exchange rates are determined at our sole discretion. If non-supported currencies are transferred to the Business Account, funds will be converted in the native amount of the Business Account, and currency exchange rates will be applied to these transfers without notice to you. You agree to this procedure and accept our determination of the currency exchange rates.

8.12 No Overdraft

You acknowledge and agree that it is not permitted to overdraw your Business Account and that unless otherwise determined, it is not possible to have a negative balance on the Business Account. You can only initiate a Payment Instruction if there are sufficient funds in the Business Account and you agree that Adyen may refuse to process a Payment Instruction if the available balance in your Business Account is insufficient. Unless otherwise agreed, Adyen will not provide you with any form of credit or loan as part of the Business Account Services. In case the Business Account nonetheless goes negative, the repayment of the negative balance will be due immediately and Adyen reserves the right to withhold such amount from your next Incoming Transfer, whenever your funds become available in the Business Account or any other account held by you with Adyen or Adyen may use any other rights provided in these Terms or agreed with Platform, including its set-off rights.

We will provide at least thirty (30) days written notice if we decide to start offering overdraft, in which case Adyen reserves the right to charge overdraft credit fees as communicated to you in separate pricing information disclosures or agreements for your account as either communicated by Adyen or Platform and the payment of such overdraft fees shall be subject the repayment rights and obligations set out in this Clause.

Without limiting any other rights Adyen may have against you or Platform, in the event you fail to pay the amount of any overdraft or other negative balance, we reserve the right to take any legal action in accordance with Applicable Law to collect any outstanding amounts due, including by using third party debt collecting agencies. If we refer your overdrawn account to an attorney for collection, you agree to pay all reasonable expenses, including, but not limited to, reasonable attorney's fees and court costs incurred by us as a result of your Business Account being overdrawn.

8.13 Executing, Canceling or Changing Payment Instructions

You acknowledge and agree that Adyen is not liable, except as provided by mandatory law, in case a transaction is not timely or correctly completed in your Business Account. You may request rectification of an unauthorized or erroneously executed Payment Instruction by Adyen, provided you notify Adyen without undue delay after becoming aware of any such unauthorized or incorrect outgoing fund transfer, and no later than three (3) months after the debit date. After this period, the Payment Instruction is automatically regarded as correctly executed and you shall not have the right to object to the executed Payment Instruction. Moreover, you are required to take all reasonable measures to prevent an error from resulting in (further) loss or damage.

You acknowledge and agree that the value available to you in your Business Account is limited to the funds that have been correctly transferred to your Business Account. You are not authorized to use any funds that are paid out to you in error. If we (or you, or you and us together) make an error on your account, we can correct the error without first notifying you, for example, if the incorrect amount is paid, an Incoming Transfer is added incorrectly or we apply an Incoming Transfer to the wrong Business Account. In general, material corrections are shown on account statements and we will not make adjustments for non-substantial amounts.

Adyen shall be entitled (but not have any obligation) to recall or cancel a Payment Instruction in case you have been declared insolvent or your ability to provide legally valid instructions has otherwise been adversely impacted.

You acknowledge that it is generally not possible to cancel or amend a Payment Instruction after it is submitted to us. If you nevertheless request Adyen to cancel or amend a Payment Instruction, we will make an effort to comply with such a request to the extent reasonably possible. We will not be liable to you for any losses or claims that are the result of a canceled or amended Payment Instruction.

9 Set-off and Pledge

Adyen reserves the right to set-off amounts that it owes you with the amounts that you owe Adyen. In the event that you owe Adyen any amounts (for example, amounts based on unpaid fees), Adyen may immediately charge an equivalent of such amounts against the available balance held on the Business Account or any other accounts held with Adyen without further notice to you. We have the right to set-off any liability, direct or contingent, past, present or future that you owe against any Business Account or other account you have with us. For the avoidance of doubt, set-off may be applied if:

• The amount is not due and payable;
• The amount to be offset is not in the same currency;
• The amount that is owed is conditional;
• You are declared bankrupt or subject to a (temporary) moratorium of payments; or
• You are subject to a legal debt management scheme or another insolvency scheme.

You and Adyen agree to grant, and you hereby grant in favor of Adyen, to the extent necessary in advance, a security interest and disclosed first right of pledge on the Collateral. Adyen, in its capacity as (i) debtor and (ii) pledgee, agrees to, permits and accepts each right of pledge. You make the following representations on the date of the Agreement and on each day you acquire Collateral: (i) you are entitled to pledge the Collateral; (ii) the Collateral is capable of being pledged; and (iii) you have not created a right of pledge or other security right on behalf on any third party on the Collateral. Upon the occurrence of an Enforcement Event, Adyen has the right to enforce each right of pledge and security interest as set out in this clause in accordance with Dutch law and each other applicable law.

You agree to hold us harmless from any claim arising as the result of our security interest or right of pledge in, or enforcement of our right of pledge or security interest against, your Business Account(s) and other accounts with Adyen.

10 Legal Action on Business Accounts

If any legal action is brought against your Account, including without limitation a garnishment, levy or other legal process or third-party attachment (“Legal Action”), Adyen reserves the right to refuse, or may limit, withdrawals or transfers from your Business Account until the Legal Process is satisfied or dismissed. Regardless of the terms of such Legal Action, Adyen has first claim to any and all funds in your Account for your liability under these Terms or the Agreement. Adyen has no obligation to contest such Legal Action on your behalf and we may take action to comply with such Legal Process as we determine to be appropriate in the circumstances without liability to you, even if Adyen pays out funds as required by the Legal Action would result in insufficient funds to pay a transaction that you have authorized. Payment will be completed after satisfying any fees, charges or other debts owed to Adyen.

You agree that you are responsible for any expenses, including legal expenses and fees Adyen incurs due to any Legal Action on your Business Account. Adyen reserves the right to charge these expenses to your Business Account or to you either directly by Adyen or by Platform on Adyen’s behalf. You agree to indemnify Adyen for any losses we incur as a result.

11 Compliance with Applicable Law

Adyen shall provide the Business Account Services in accordance with Applicable Law. You may only use the Business Account and ancillary services for their intended purposes and in accordance with Applicable Law. You will not misuse the Business Account or cause it to be misused, such as but not limited to criminal offenses or activities that are harmful to Adyen, Adyen’s reputation or activities that could damage the working and integrity of the financial system.

You represent and warrant that you, or anyone acting on your behalf, will not use your Business Account, access device or banking relationship with us to facilitate illegal transactions such as unlawful internet gambling transactions as prohibited by Applicable Law, or otherwise violate any law, rule or regulation applicable to you. If we identify a suspected illegal transaction, we may refuse to process and/or block such transactions, and further we may close your Business Account or terminate our entire relationship with you. You acknowledge and agree that Adyen has no obligation to monitor, to review or to evaluate the legality of your transactions. To the fullest extent permitted by law, you agree to pay for any transaction that you authorized, even if that transaction is determined to be illegal.

12 Changes to these Terms

We retain the unilateral right, subject to Applicable Law, to change or update these Terms from time to time. If we change or amend these Terms we will notify you (either directly or via Platform) or notify Platform and Platform shall provide you with an updated version of the Terms electronically. You will be notified of any change in the manner provided by Applicable Law prior to the effective date of the change. However, if the change is made for legal, regulatory or security purposes, we can implement such change without prior notice. If any term or provision in these Terms will be held to be illegal or unenforceable, in whole or in part, under any Applicable Law, such term or provision or part shall to that extent be deemed not to form part of the terms, but the validity and enforceability of the remainder of the terms shall not be affected. The parties will undertake to replace any void provision or part with a provision approaching, as far as possible, the economic objective of the provision declared null and or inapplicable. These Terms, and each revision thereof, will apply to each Business Account and the Business Account Services. All terms and provisions in these Terms, including any and all exhibits, addenda, and amendments hereto, which by their nature are intended to survive any termination or expiration of these Terms, including but not limited to repayment obligations and other post-termination obligations, will survive.

13 Third Parties and Platform

13.1 Third Party Access (‘Open Banking’)

In accordance with Applicable Law or if so agreed with the Platform, Adyen shall provide certain third-party service providers (such as so-called account information service providers or payment initiation service providers) access to the Business Account in order to obtain account or balance information, transaction history information, or initiate Payment Instructions on your behalf. You have the right to authorize or decline such access or authorization by third party service providers at your own discretion from time to time.

13.2 Third Parties

We may engage with and request information from third parties to deliver the Business Account Services or a part thereof, for example to verify your identity or Business Account information or in respect of ancillary services, such as Multi-Factor Authentication. You authorize us to share your information with third parties to the extent necessary, as determined in our discretion, to make the Business Account and Business Account Services available.

We may release information about you, your Business Accounts, and the transactions you perform to third parties: (i) where it is necessary or helpful in verifying or completing a transaction; (ii) to disclose the existence, history and condition of your Business Account to trade and credit bureaus; (iii) when you give us your consent; (iv) to our affiliates; (v) to comply with Applicable Law or a court, Scheme Owner, regulatory or governmental order; (vi) to any governmental or judicial authority if we believe a crime may have been committed involving your Business Account; (vii) as permitted by Applicable Law; and (viii) in response to trade inquiries.

13.3 Platform

Platform is responsible for providing you customer support, a real time user interface to access and administer your Business Account, and for relaying instructions and communications on behalf of you to us and from us to you with regard to the Business Account Service, such as but not limited to, Payment Instructions. You authorize us to rely on any (payment) instructions provided through or via Platform. You also authorize Adyen to send Platform information about your account to display your in- and outgoing transactions or current account balance. You authorize and agree that we and Platform may share information and data about you in connection with the Business Account Services. We are in no way responsible for the acts or omissions of Platform.

Separate or additional terms with regard to the use of the Business Account Services via Platform may apply between you and Platform. Fees for the use of the Business Account Services (if any) will be invoiced and collected by Platform pursuant to a direct (commercial) agreement between you and Platform.

13.4 No Right of Third Parties

Except for Platform, no third parties will have the right to enforce these Business Account User Terms.

14 Personal Information

Adyen may process your KYC Information and transaction data (including Personal Information) to provide the Business Account Services or any ancillary services. Adyen also may be required to provide Personal Information about you and your Business Account as and when required, or permitted by, Privacy Laws, Applicable Law, or for other purposes, including: (i) reporting of earned interest to tax authorities; (ii) reporting of transactions that are at reportable limits; (iii) investigating and reporting of transactions that Adyen reasonably suspects to be suspicious; and (iv) responding to subpoenas, court orders, and government investigations. Adyen in its capacity as a data controller or business (as defined under Privacy Laws) will process Personal Information in accordance with applicable Privacy Laws and Adyen’s Privacy Policy (available at: www.adyen.com/policies-and-disclaimer/privacy-policy), as amended from time to time.

You agree that Adyen may share any data including Personal Information provided by you with Platform and Adyen group companies. Additionally, you agree that Adyen may share your KYC Information and run further identity and background checks by contracting and consulting relevant third party screening tools and public resources, including public registers and judicial or governmental authorities.

To the extent that Adyen processes Personal Information as a data processor or service provider (as defined under Privacy Laws), you agree to disclose such Personal Information to Adyen for the purposes of third party payouts, transfers, reporting and Business Account statements. Adyen will process such Personal Information in accordance with applicable Privacy Laws and will provide the same level of protection to such information as is required by applicable Privacy Laws. You have the right to take reasonable and appropriate steps to ensure that Adyen uses the Personal Information shared by you in a manner consistent with applicable Privacy Laws. If Adyen makes the determination that it can no longer meet its obligations under applicable Privacy Laws, we shall notify you and you shall have the right, upon notice to Adyen, to take reasonable and appropriate steps to stop and remediate the unauthorized use of the Personal Information shared with Adyen.

You agree and acknowledge that Adyen will use the data provided in relation with the Business Account Services and in accordance with the Agreement for the purpose of payment processing, gaining better insights, fraud prevention, risk assessment and for improving our services. You furthermore agree that Adyen may use Personal Information and other relevant data for machine learning models, which may include automated decision-making. You have the right to opt-out of such automated decision-making.

15 Termination

15.1 Termination for Convenience

Unless otherwise agreed and subject to Clause 15.3, these Terms and the Business Account Services may be terminated for convenience by either Party by giving at least one (1) month written notice to the other Party.

15.2 Termination for Cause

These Terms and the Business Account Services may be terminated for cause and/or suspended with immediate effect and without advance notice:

• by Adyen, if you in Adyen’s reasonable discretion no longer meets eligibility criteria;
• by Adyen, if Adyen has reasonable grounds to believe the Business Account is not used by you within the intended scope (e.g. Business Account is not used to benefit the business), expressly including fraud or illegal activity;

• by Adyen, if you fail to provide any necessary (KYC) information;
• by a Party, if the other Party has materially breached these Terms in a way that reasonably justifies termination, and whereby the breaching Party was offered a reasonable cure period by the other Party and such cure is still possible and allowed under Applicable Law. For avoidance of doubt, fraud, illegal activity or mal intent will not be subject to cure;

• by a Party, if there are clear indications that the other Party is, or is likely to become, insolvent and/or unable to provide a material part of its obligations under these Terms;

• by a Party, if that Party is required to do so by a competent authority or regulator, or to comply with Applicable Law;

• by a Party if continued provision of the Business Account Services would adversely affect that Party’s reputation and/or good standing;

• by Adyen, if you have zero or a negative balance for a period of twelve (12) consecutive months; or

• by each Party, if Platform seizes its activities or indicates that it is, or is likely to become, insolvent or otherwise suspends or terminates its services towards you.

15.3 Post-termination and Survival

If these Terms or the Business Account Services are terminated, Adyen will no longer be required to process any incoming or outgoing transactions on the Business Account and your Business Account will be closed, subject to this Article 16. Any positive amount remaining on the Business Account will be transferred to your third party bank account, any other bank account you nominate provided such third party bank account is approved by Adyen (which approval will only be withheld if such transfer is not allowed under Applicable Law, specifically the laws governing anti-money laundering, terrorist financing and sanctions) or another account with Adyen if it is agreed between the Parties that you continue to use the Adyen Services without a Business Account.

In case of a Business Account closure either by you, Platform or Adyen, you continue to be responsible and liable for all Incoming Transfers, including those that arrive after the Business Account is closed and any payments from that Business Account and where necessary you should arrange that such Incoming Transfers are rerouted to another bank account. You should not close your Business Account until all the transactions you arranged for have been cleared, and you should leave enough funds to clear those transactions and the fees that might be due.

If your Business Account is closed for any reason (i) you authorize us to process any transactions authorized prior to Business Account closure, or for other purposes consistent with Applicable Law using your virtual account in accordance with the AfP Terms instead and (ii) you acknowledge and agree, that at our sole discretion we may, but are not required to, withhold a sufficient sum to cover any outstanding items and likely fees. If we withhold any money for such contingencies, we will refund that to your third party bank account after we are satisfied that no further withholding is necessary.

Upon closure of your Business Account, if we are unable to transfer your funds to a third party bank account or another Adyen account as described in this Clause 15.3, you are responsible to allocate any remaining positive balance from the Business Account to a third party bank account within 6 months. If the funds remain unclaimed at the end of the 6 (six) month’ period even though we reasonably informed you (either directly or via Platform) thereof, you acknowledge and agree that Adyen will have the rights set out below in Clause 15.5.

15.4 Survival

These Terms and the AfP Terms will survive and continue to apply after termination of the Business Account Services until the balance of the Business Account has reached zero, any of your obligations under these Terms and the AfP Terms have been fulfilled or paid in full and there are no further outstanding potential liabilities in respect of the Business Account.

If Platform ceases its operations or otherwise no longer supports your business, we will work in good faith to ensure the Business Account Services are maintained during a wind down period. In any event, you will comply with any information requests and complete any necessary transfers and/or documentation requested by us in connection with any termination of the services or Platform’s support of the services.

15.5 Dormant Accounts and Escheatment

Subject to Applicable Law, a Business Account is considered “inactive” if there has been no Incoming Transfer, withdrawal or other communication from you about the Business Account for a period of 6 (six) months (a “Dormant Account”).

For security reasons, we may refuse a withdrawal or transfer from a Dormant Account if we cannot reach you in a timely fashion to confirm the transaction’s authorization. If a Dormant Account has been inactive for 2 (two) years, we reserve the right to (i) close the Business Account, (ii) redeem the Electronic Money, and (iii) return the corresponding funds to the last known bank account Adyen has on file for you. If Adyen is unable to transfer the corresponding funds to the last bank account we have on file; because the account is blocked, frozen, or closed; we reserve the right to transfer the amounts to charity.

16 Disclaimers; No Warranties

You acknowledge and agree that the Business Account Services are provided “as is” and “as available” and that Adyen does not provide any warranty for uninterrupted or error-free use. From time to time, the Business Account Services may not be available or inoperative. When this happens, you and your Business Administrator(s) may be unable to access or use the Business Account or obtain information about the Business Account. You agree to notify Platform and/or Adyen if you have any problems using the Business Account. You agree that Adyen, including any of its affiliates, employees or agents, will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall Adyen, including any of its affiliates, employees or agents, be liable for extended interruptions due to failures beyond our control, including but not limited to (i) the failure of interconnecting and operating systems, (ii) acts or omissions of Platform or any third party banks, (iii) computer viruses, or (iv) a Force Majeure Event.

Except for any express warranties we provide in these terms, we make no representations or warranties of any kind to you, and hereby expressly disclaim all warranties, whether express, implied or statutory, regarding the Business Account or relating to or arising out of these terms, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under the Agreement. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of the Agreement. The limitations in this Clause will apply even if any limited remedy fails of its essential purpose.

17 Liability

In addition to anything provided in these terms, the liability clause in the AfP Terms applies equally to the provision of the Business Account Services under these Terms.

18 Indemnification

You agree, to the fullest extent permitted by Applicable Law, to indemnify, defend and hold Adyen harmless from and against all third party claims asserted against us that arise out of or are related to (i) Adyen’s maintenance of your Business Account when we are acting on your instructions (communicated via Platform); (ii) Adyen following your requests or instructions relating to the Business Account; (iii) your breach of Applicable Law, these Terms or any other part of the Agreement; or (iv) you, your authorized representatives' and Business Administrators’ acts or omissions. We will have no right to be indemnified to the extent that the third-party claim is a direct result of our own gross negligence or willful misconduct.

19 Miscellaneous

19.1 Other Rights and Remedies

In addition to all of the rights and remedies contained in the Agreement or in any other agreements we may have with you, we shall have all of the rights and remedies under Applicable Law, in equity, or otherwise, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Applicable Law.

19.2 Force Majeure

Adyen shall not be considered to be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations hereunder, if such failure or delay in performance results from a Force Majeure Event.

19.3 Transfer

The Business Account Services provided under these Terms are regulated under applicable financial law and strictly personal. You may not assign, sell, transfer or otherwise convey your Business Account or rights under these Terms to any third party without our express prior written permission. You may only use the Business Account Services in a manner consistent with these Terms. Adyen shall be entitled, at any time, to assign, novate or otherwise transfer these Terms to another company in the Adyen group (i.e. a company with at least 50% the same shareholders) or any assignee as allowed pursuant to Applicable Law without your consent by providing written notice to you of such transfer.

19.4 Complaints

You may address complaints about the Business Account Service to Platform. If for any reason you are unable to file your complaint with the Platform, you may also file a complaint directly with Adyen via complaints@adyen.com.

19.5 Waiver

Our failure to assert any right or delay in exercising any right or provision of these Terms shall not constitute a waiver of such right or provision.

20 Dispute resolution

20.1 Dispute Handling

The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of these Terms. This Clause 20.1 is without prejudice to a party's right to seek interim relief against any other party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other parties.

20.2 Governing Law and Venue

These Business Account User Terms are exclusively governed by the laws of England and Wales excluding the Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Business Account User Terms shall be submitted to the exclusive jurisdiction of the competent courts of London,