Adyen Acquiring Addendum - Wells Fargo Bank, N.A., Canadian Branch

Introduction: Scope and applicability This Acquiring Addendum is applicable to Merchants: (1) who are an entity established in Canada; (2) who entered into a Merchant Agreement with Adyen for the provision of payment services (the "Merchant Agreement"); and (3) who have card transactions acquired via Adyen (the "Sponsored Acquiring Services") under the acquiring licenses of WELLS FARGO BANK. N.A.. CANADIAN BRANCH ("Member"), a member of various card schemes such as Visa and MasterCard (the "Card Schemes"). This Acquiring Addendum constitutes a separate legally binding contract between Merchant, Member and Adyen applicable to the Sponsored Acquiring Services. As between Adyen and Merchant, the terms of the Merchant Agreement also apply to the Sponsored Acquiring Services, provided that where a conflict exists between the Merchant Agreement and this Acquiring Addendum, the terms of this Acquiring Addendum will take precedence where it concerns the Sponsored Acquiring Services. Merchant acknowledges that Member's obligations in connection with the Sponsored Acquiring Services are limited solely to acting, under Member's acquiring license, as an acquirer of record for Merchant's payment transactions on Adyen's behalf. All other obligations relating to the provision of the Sponsored Acquiring Services (other than those of Merchant) are the responsibility of Adyen. Merchant agrees that, for the Sponsored Acquiring Services for which Member will be the acquirer of record in Canada, Member is a party to the Merchant Agreement for that purpose and for that part of the Merchant Agreement only. This Acquiring Addendum is entered into by the parties to satisfy the requirement of the owners of the Card Schemes and Member that Merchants wishing to accept card payments via such Card Schemes commit to comply with the terms prescribed by the Card Schemes regarding the processing of payments via the Card Schemes (the "Scheme Rules"). Agreement to comply with Scheme Rules Merchant hereby agrees to comply with applicable laws, the applicable Scheme Rules as set by the Card Schemes and as modified by the Card Schemes from time-to-time , with respect to the use of the Sponsored Acquiring Services by Merchant. Merchant is advised and agrees that pursuant to the Scheme Rules, among other requirements: (1) transactions may be made subject to chargebacks (leading to an obligation for Merchant to return funds received for such transaction); (2) settlement of funds for processed transactions may be delayed or withheld; (3) the Sponsored Acquiring Services may be suspended or terminated; and/or (4) fines for violations of applicable law or Scheme Rules may be payable. Further information on applicable Scheme Rules is published on the websites of the Card Schemes (https://usa.visa.com/damNCOM/download/about­visa/visa-rules-public.pdf and www.mastercard.com/us/merchant/support/rules.html) and further guidance on Scheme Rules is made available by Member via Adyen to Merchant. However, Merchant acknowledges and agrees that it shall be subject to the requirements of applicable law and Scheme Rules and, regardless of whether Member has advised Merchant through Adyen or Merchant is otherwise aware of such requirement. Merchant can choose to accept only credit or debit payments from a Card Scheme, without having to use the same Card Scheme for both credit and debit payments. Scheme rules allow merchants to provide discounts for different methods of payment (e.g. cash, debit card, credit card). Merchants shall be allowed to provide differential discounts among different Card Schemes as long as all discounts are clearly marked at the point-of-sale. Merchants are never obligated to provide a specific payment method or mechanism to their end consumer (e.g. contactless, mobile, etc.).

Settlement via Member Funds received from the Card Schemes for payment transactions acquired via the Sponsored Acquiring Services will be received from the Card Schemes and credited to bank accounts held by Member and paid out to Merchant directly from such bank accounts. Merchant hereby authorises Adyen to, and authorises Member to allow Adyen to, initiate debits or credits to such accounts related to the funds resulting from settlement of Merchant's payment transactions acquired via the Sponsored Acquiring Services. Without limiting the generality of the preceding sentence, Merchant hereby authorises Adyen to, and authorises Member to allow Adyen to, initiate debits to such accounts or otherwise withhold amounts from such funds (including for refunds, adjustments, chargebacks, fines, fees, other amounts due to Adyen or Member, any applicable reserve amounts, and any other obligation of Merchant or as otherwise provided under the Merchant Agreement or this Acquiring Addendum), pursuant to the terms of the Merchant Agreement or this Acquiring Addendum. 

Fees No fees are payable by Merchant to Member hereunder. The fees and other charges payable by Merchant for use of the Sponsored Acquiring Services are fully set out in the Merchant Agreement and are payable by Merchant to Adyen pursuant to the terms thereof. In accordance with Section 3.2 in the Adyen Terms and Conditions, Adyen shall provide notice and change of fees (either increase or decrease) with 3 months prior notice.

Term and termination This Acquiring Addendum is effective upon the date Merchant signed the Merchant Agreement to which this Acquiring Addendum is attached or the date Merchant otherwise agrees to this Acquiring Addendum, and continues so long as Merchant uses the Sponsored Acquiring Services via the services of Adyen. This Acquiring Addendum will further terminate automatically upon any termination or expiration of the Merchant Agreement. This Acquiring Addendum may be terminated by Member or Adyen with immediate effect at any time by giving writing notice in case of: (i) a material breach of any of Merchant obligations under this Acquiring Addendum, the Merchant Agreement, applicable law and/or the Scheme Rules, or (ii) the termination of the agreement between Adyen and Member relating to the Sponsored Acquiring Services. Upon termination of this Acquiring Addendum, those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive.

Liability Limitation and Indemnification TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBER SHALL NOT BE LIABLE TO MERCHANT UNDER ANY THEORY OF LIABILITY. ADYEN ASSUMES RESPONSIBILITY FOR THE PROVISION OF THE SPONSORED ACQUIRING SERVICES TO THE MERCHANT PER THE TERMS AND LIABILITY LIMITATIONS SET OUT IN THE MERCHANT AGREEMENT. MEMBER IS NOT RESPONSIBLE OR LIABLE TO MERCHANT FOR ANY ACT OR OMISSION OF ADYEN OR ANY THIRD PARTY TOWARD MERCHANT OR ADYEN'S PERFORMANCE OF THE SPONSORED ACQUIRING SERVICES. MERCHANT AND ADYEN EACH AGREE TO INDEMNIFY AND HOLD MEMBER HARMLESS FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES AND EXPENSES RESULTING FROM AND/OR ARISING OUT OF THIS AGREEMENT, INCLUDING ANY BREACH OF ANY OBLIGATION BY MERCHANT OF THE TERMS OF THIS ACQUIRING ADDENDUM, THE MERCHANT AGREEMENT, APPLICABLE LAW AND/OR THE SCHEME RULES, EXPRESSLY INCLUDING ANY FINE OR OTHER CLAIM MADE AGAINST MEMBER BY A CARD SCHEME OR OTHER THIRD PARTY.

Governing Law; Jurisdiction This Acquiring Addendum shall be governed by and construed in accordance with the laws of Ontario. Each party hereby submits to the jurisdiction of any provincial or federal court sitting in Ontario, Canada for any action, suit or proceeding arising out of or relating solely to this Acquiring Addendum and the transactions contemplated hereunder. The parties expressly submit and consent in advance to such jurisdiction in the aforementioned courts, and each party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue or forum non-convenience.

Changes to Acquiring Addendum Member or Adyen may amend this Acquiring Addendum at any time by Adyen providing written notice to Merchant where Member or Adyen in its/their reasonable discretion deems the amendment to be necessary to ensure compliance with applicable laws, and/or Scheme Rules. The revised version will be effective 30 days after the date of such notice, unless otherwise specified in such notice. Merchant will be considered to expressly consent to all changes to the Acquiring Addendum if Merchant continues to use the Sponsored Acquiring Services after the effective date of the change.

Waiver The failure of a party to assert any of its rights under this Acquiring Addendum, including the right to terminate this Acquiring Addendum in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this Acquiring Addendum in accordance with its terms.

Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between Adyen, Member and/or Merchant by way of this Acquiring Addendum. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors.

Severability Whenever possible, each provision of this Acquiring Addendum will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Acquiring Addendum. Canada's Anti-Spam Legislation (CASL) - In accordance with CASL, I (Merchant/Customer) agree to receive all of Adyen's messages, newsletters, updates and promotions regarding Adyen's products and Services at the email address below:

For ADYEN

By: 
Name: 
Its:

Date: 

For MEMBER (by ADYEN on behalf of MEMBER)

By: 
Name: 
Its:

Date:

For __________ (MERCHANT)

By:

Name: 
Its:

Date:

E-mail ___________ _

 

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