If Adyen faces a legal claim or fine because of how you use its services or because you broke a rule, you have to pay Adyen's legal costs and any resulting damages.
This analysis describes what Adyen's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision means merchants bear the financial risk of third-party claims and regulatory fines that arise from their own conduct, including card scheme rule violations that may result in significant per-transaction fines.
Interpretive note: The verbatim indemnification clause language could not be fully extracted due to document truncation; the characterization reflects standard indemnification structures in payment processing agreements.
This provision creates a financial obligation for merchants to cover Adyen's costs if their business activities generate legal claims, regulatory penalties, or card scheme fines, which can represent significant unexpected liabilities particularly for merchants in high-risk or regulated industries.
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"You shall indemnify, defend, and hold harmless Adyen and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to your use of the services, your breach of these Terms and Conditions, or your violation of any applicable law or card scheme rules.— Excerpt from Adyen's Adyen Terms
REGULATORY LANDSCAPE: Indemnification clauses in payment processing agreements are standard commercial practice and are generally enforceable in commercial B2B contracts. However, in jurisdictions with unfair contract terms legislation, broad indemnification obligations imposed on smaller businesses may face enforceability challenges if they are considered disproportionate. Card scheme fine pass-through indemnification engages with scheme-level enforcement mechanisms operated by Visa and Mastercard. GOVERNANCE EXPOSURE: Medium. The indemnification scope covering card scheme rule violations is particularly broad because card scheme rules are complex, frequently updated, and not always directly accessible to merchants. Where Adyen receives a scheme-level fine as acquiring bank, the contractual right to seek indemnification from the merchant shifts the financial burden of acquiring bank compliance risk to the merchant. JURISDICTION FLAGS: EU unfair terms legislation may limit the enforceability of broadly drafted indemnification clauses in contracts with smaller businesses that lack equal bargaining power. UK Unfair Contract Terms Act 1977 applies reasonableness tests to indemnification clauses in commercial contracts. US enforceability varies by state. CONTRACT AND VENDOR IMPLICATIONS: Enterprise merchants should negotiate caps on indemnification obligations, carve-outs for losses caused by Adyen's own negligence, and a right to receive advance notice and opportunity to defend before Adyen settles any claim that triggers indemnification. The inclusion of affiliates, officers, and agents within the indemnified group is broader than minimal commercial standards. COMPLIANCE CONSIDERATIONS: Risk management teams should assess the financial exposure created by the indemnification obligation in their specific merchant category, particularly regarding chargeback monitoring program thresholds and the potential for scheme-level fines. Insurance coverage for card scheme fine exposure should be considered.
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This provision means merchants bear the financial risk of third-party claims and regulatory fines that arise from their own conduct, including card scheme rule violations that may result in significant per-transaction fines.
This provision creates a financial obligation for merchants to cover Adyen's costs if their business activities generate legal claims, regulatory penalties, or card scheme fines, which can represent significant unexpected liabilities particularly for merchants in high-risk or regulated industries.
ConductAtlas has identified this type of provision across 20 platforms. See the full comparison.
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