Adyen's liability under the agreement is limited to direct damages only, excludes all indirect, consequential, punitive, and similar damages, and is capped at the lower of actual direct damages or the total fees paid by the merchant to Adyen in the preceding 12 months.
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 establishes a bilateral liability cap that limits Adyen's maximum exposure to the merchant's prior 12 months of fees paid, which for merchants with low transaction volumes or newly established agreements may be substantially lower than actual damages suffered. The exclusion of lost profits, lost revenue, and lost business is operationally significant given that payment processing disruptions may cause losses that far exceed historical fee payments.
Under this clause, merchants may only recover direct damages from Adyen capped at the lesser of actual direct damages or fees paid in the prior 12 months, with no recovery available for lost profits, lost revenue, or lost business resulting from Adyen's failure to perform its obligations.
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Compare across platforms →"Adyen shall only be liable for direct damages resulting from its failure to perform its obligations under the Merchant Agreement. Adyen shall never be liable for indirect, special, incidental, punitive or consequential damages (including loss of profits, loss of revenue, loss of business, loss of savings and similar losses), even if Adyen has been advised of the possibility of such damages. In case of liability of Adyen for direct damages, the maximum liability of Adyen to Merchant in any calendar year shall be the lesser of (i) the actual direct damages suffered and (ii) the sum of fees paid by the Merchant to Adyen in the prior 12 months.Excerpt from Adyen's Terms
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This provision establishes a bilateral liability cap that limits Adyen's maximum exposure to the merchant's prior 12 months of fees paid, which for merchants with low transaction volumes or newly established agreements may be substantially lower than actual damages suffered. The exclusion of lost profits, lost revenue, and lost business is operationally significant given that payment processing disruptions may cause …
Under this clause, merchants may only recover direct damages from Adyen capped at the lesser of actual direct damages or fees paid in the prior 12 months, with no recovery available for lost profits, lost revenue, or lost business resulting from Adyen's failure to perform its obligations.
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