Shopify Payments Facilitator Terms (Merchant Agreement)
Account Terms
For purposes of this country supplement (“Supplement”), you are entering into an agreement with the applicable entity listed for your Designated Country (see Part II). We are acting on behalf of and as agents of the Acquirer.
Defined terms
Capitalized terms not defined below are defined in the Shopify Payments Terms of Service unless stated otherwise:
"Shopify," "we," "us," "our" — the Shopify Payment Facilitator entity for your Designated Country (see Part II).
"Acquirer" — means a financial institution that is registered with the applicable Payment Networks to acquire payment card transactions and that sponsors a Shopify entity's registration as a Payment Facilitator (or equivalent designation) with those Payment Networks. The current Payment Method Acquirer(s) for your transactions are identified in Part II.
"Payment Facilitator" — an entity registered with the Payment Networks under an Acquirer's sponsorship and in accordance with the Payment Network Rules that contracts with Merchants to facilitate the Merchant's acceptance of payment transactions.
Part I — Global Terms (Payment Facilitator)
A. The Payment Facilitation Service
Our role as Payment Facilitator. Shopify is registered as a Payment Facilitator. Shopify is not licensed as a bank or Acquirer, but is instead a supplier of the services described in this Supplement.
Your role. To use the Payments Services you must be a business located in your Designated Country and approved by Shopify (and, where required, by the Acquirer and Payment Networks) following onboarding and underwriting. You may not process transactions on behalf of any affiliate or other third party. You may not contract or accept transactions from any party whose acceptance rights were terminated at the direction of a Payment Network or a government. You may not transfer financial liability to your customers or require a waiver of dispute rights from your customers.
Onboarding, KYC and underwriting. Before you can use the Payment Services, you need to pass our identity and KYC checks. To complete these checks, you agree to give us information and documents about your legal representatives, authorized representatives, ultimate beneficial owners, your ownership and control structure, your business activities, and any other information that we may require.
Neither you nor your legal representatives, authorized representatives, ultimate beneficial owners, or controlling owners may be subject to trade sanctions imposed by any government or national authority. You may not be owned or controlled by, or acting for, anyone who is subject to trade sanctions.
Payment Methods. You may enable or disable Payment Methods through the Shopify Admin. Shopify or the Acquirer may add or remove support for any Payment Network or Payment Method at any time.
Customer service and disputes. You are solely responsible for customer service for your products and services. Dispute and chargeback handling is governed by Part I, Section C of this Supplement.
Taxes. You have sole responsibility to determine, collect, report and remit all Taxes on your sales and payments. Shopify and the Acquirer are not obligated to determine, calculate, collect, or remit Taxes on your behalf, except as required by law.
B. Opening an Account
Registration. You will provide us with accurate information about your company, ownership, and goods/services. You will notify us immediately of any material changes in business, ownership, or processing activity.
Verification and underwriting. You authorize Shopify and its service providers (and the Acquirer where applicable) to verify your information, obtain reports, and re-verify periodically. Onboarding may be conditioned, delayed, or refused.
Designated Country. Your Designated Country determines which Regional Terms (Part II) and which Payment Facilitator entity and Acquirer arrangements apply. You represent and warrant that you are located in your Designated Country, and that you conduct business activity within your Designated Country. You agree not to accept or process any cross-border or out-of-jurisdiction transactions except to the extent expressly permitted by us and in accordance with applicable Payment Networks Rules.
Prohibited and Restricted Businesses. You may not use the Payments Services for any business or activity on the Acquirer's prohibited/restricted list, or otherwise prohibited by Payment Network Rules.
Compliance with Payment Network Rules and PCI-DSS. You will comply with all applicable Payment Network Rules and maintain PCI-DSS compliance. The Payment Networks are third-party beneficiaries of this obligation to the extent their rules require.
C. Processing Transactions and Receiving Your Funds
Settlement. You get paid only after you pass our onboarding, KYC and underwriting checks. Settlement of your valid Transactions, net of fees, refunds, chargebacks, reserves, and other amounts owed, will be paid to your Payout Account. Payouts from your sales may be held until you pass all of our onboarding, identity and KYC checks. Once you pass, funds owed will be paid into your Payout Account. If you do not pass, funds may be held or refunded to your customers, in accordance with applicable law and Network Rules.
Fees. You owe the fees disclosed to you in the Shopify Admin for the Payments Services. Applicable fees will be withheld from your payouts. We may instead appoint one or more of our affiliates to invoice and collect, on our behalf, the fees and other amounts you owe under this Supplement, and you authorize each affiliate we appoint to do so.
Reserves. Shopify may impose a Reserve and may set off amounts you owe.
Chargebacks and payments disputes. You are solely responsible for all refunds, reversals, and chargebacks regardless of cause or timing. Shopify and/or the Acquirer may debit your Payout Account or Reserve for these amounts, in accordance with the Shopify Payments Terms.
Liability for losses. As between you and Shopify, you bear the risk of any fraudulent, unauthorized, or disputed Transactions you submit.
D. Termination and Other General Legal Terms
Term. This Supplement applies from onboarding until terminated.
Termination and suspension. Shopify, the Acquirer, and the Payment Networks may suspend or terminate your use of the Payment Services at any time, with no advance notice, for any reason, including for violations of this Supplement or the Shopify Payments Terms . You may also be terminated from a Payment Network if the Payfac is de-registered, the Acquirer loses Payment Network trademark license, or Acquirer ceases to be a customer of the applicable Payment Network.
Effects of termination. Reserve, set-off, chargeback, indemnity, and survival provisions continue after termination.
Payment Network Acknowledgments. You acknowledge and agree that the Payment Networks are the sole and exclusive owners of the respective marks of the respective networks and agree not to contest ownership of such marks. You acknowledge that the Payment Networks may, at any time and without notice, prohibit you from using the marks. You will not take any action that interferes with the Payment Networks enforcement rights. You acknowledged Shopify's, Acquirer's, and Payment Networks' rights to prohibit conduct that could injure Payment Network or its information systems. You authorize us to disclose your information, principals, transaction data, and dispute data to the Payment Networks upon request.
Other Obligations. Your refund and return policy must be disclosed to buyers in compliance with Payment Network Rules. You agree to cooperate in the provision and/or auditing of records requested in relation to inquiries by us, Acquirer, and/or Payment Networks with respect to chargebacks, suspected fraud, and requests for information from us, Acquirer, Payment Networks, tax or other governmental authorities.
Assignment and Amendment. You agree and authorize the assignment of this Supplement, without additional approval, to a different Acquirer as determined by us in our sole discretion. We may amend Part II at any time, in our sole discretion, including to add, remove, or replace an Acquirer for any Designated Country, or to add a new Designated Country. Your continued use of the services after that time is acceptance of the amended Part II.
Help Center. Our Help Center has guides, policies, and instructions that explain how the service works and what we need from you, including information about payments and your account. We may update the Help Center from time to time, and the current version is the one that applies. You can read it at help.shopify.com. If anything in the Help Center conflicts with this agreement, this agreement applies.
Protections in the Shopify Payments Terms. The governing law, the right to amend, disclaimers of warranties, the exclusions and limitations of liability, the indemnities, and the termination and suspension rights, and other protections and rights in the Shopify Payments Terms of Service (the "Protections") apply to this Supplement, to the Payment Facilitation Service, and to us, and to our affiliates, agents, and service providers, to the same extent and on the same terms that they apply to the Shopify entity that is a party to the Shopify Payments Terms of Service ("SP Payments") and its other affiliates, agents, and service providers.
The aggregate limitation of liability in the Shopify Payments Terms of Service is a single, combined cap that applies in the aggregate to SP Payments, to us, and to all of our affiliates, agents, and service providers, taken together.
Our affiliates, agents, and service providers may rely on and enforce this Section even though they are not parties to this Supplement.
You will not bring or continue any claim against us, or against any of our affiliates, agents, or service providers, that you would be barred from bringing against SP Payments under the Protections.
Part II — Regional Terms
Regional Terms supplement and, where stated, override Part I. All licensed/regulated services are provided by the Acquirer listed in the respective jurisdiction as outlined below. You are bound by the posted Acquirer's Pass-Through Terms in accordance with your specified region, where applicable. In the event of a conflict between this Supplement and the Payment Network Rules, the Payment Network Rules will prevail.
A. EU / EEA
Payment Facilitator entity: Shopify Payments EU Limited
Acquirer: Adyen N.V.
Pass-Through Terms: Here.
B. United Kingdom
Payment Facilitator entity: Shopify Payments UK Limited
Acquirer: Adyen N.V.
Pass-Through Terms: Here.