Merchant Services Addendum

Last Updated: January 29, 2025

Invoiced will provide Client with merchant payment processing services (the “Merchant Services”) within Invoiced’s Service Platform. In connection with the Merchant Services, Client must accept the AfP Terms and Conditions with Invoiced’s Merchant Services partner, Adyen M.V. (“Adyen”), which shall be part of Adyen’s hosted client onboarding experience.

The Merchant Services will include the following capabilities:

  1. Simplified MID and Location Setup: Onboarding with a minimal number of MIDs and locations.
  2. Payment Processing:
    • Card Payments: Supports credit/debit cards
    • ACH Payments: Supports ACH payments
    • Digital Wallets: Including Apple Pay and Google Pay, and others
    • Alternative Payment Methods: Including Paypal, Cash App, and others
  3. Account Updater: Automatically keep card details current for recurring payments
  4. Detailed Reporting & Reconciliation: Tied to specific MIDs, locations, and End-User accounts
  5. Chargeback and Return Management
  6. Card on File: Supports saved payment methods, payment plans, and scheduled payments
  7. Automated Invoicing: Settlement direct from Adyen to designated Client account.

Client acknowledges that: (i) 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 (ii) such processes are subject to the scheme rules set by the relevant scheme owners. Adyen acts in its own name, and neither Adyen nor Invoiced are responsible for services provided by third parties and they do not control the services provided by third-party acquirers, scheme owners, and issuing banks. Client acknowledges that it is responsible for the accuracy and completeness of any instructions submitted to Invoiced with respect to the Merchant Services.

Client acknowledges that, if a third-party acquirer, scheme owner or issuing bank does not timely or correctly settle funds to Adyen, Invoiced does not have any control over timely settlement to Client or the correction of incorrect settlements by such third-party acquirer, scheme owner, or issuing bank. However, Adyen will, on request from Invoiced on a best efforts’ basis (i.e., without guaranteeing a successful outcome), and on behalf of Client, request settlement and/or the correction of an error by a third-party acquirer, scheme owner, or issuing bank. Client understands and agrees that Invoiced will not compensate Client for late or non-performance, insolvency or bankruptcy of any third-party acquirer (for the avoidance of doubt this does not refer to Adyen itself in its role as acquirer or Invoiced as service provider) or scheme owner due to which Client receives late Settlement or no Settlement at all for processed Transactions. 

Client shall be solely responsible for the full amount of any chargebacks on payments processed through the Merchant Services, regardless of the reason for the chargeback, and Invoiced shall bear no liability for any chargeback. Upon first request, Client will reimburse Invoiced for any chargebacks that arise from Client’s use of the Merchant Services and Client will defend, indemnify and hold Invoiced harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to chargebacks arising from Client’s use of the Merchant Services.