If Mercury causes financial harm to your business, the most you can recover from Mercury is the greater of whatever fees you paid them in the last year or $100, even if your actual losses are far larger.
This analysis describes what Mercury'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
For businesses holding significant operating funds in Mercury accounts, this cap means that if Mercury makes an error resulting in financial loss, the recoverable amount under this agreement may be a fraction of the actual harm suffered.
Mercury's updated terms establish detailed rules for how recurring autopay works on invoices. Under the revised language, payers authorize recurring ACH debits through a separate addendum, Mercury will not retry failed payments (except once if caused by a Mercury system issue), and autopay authorization will automatically cancel after two consecutive failures in a series. You can prevent autopay cancellation by ensuring payers have sufficient funds, re-enrolling the payer, or requesting manual payment if the series fails twice.
View change record →The updated terms establish that when customers pay invoices you issue through Mercury Invoicing via ACH debit, Mercury will apply a hold period before crediting the funds to your account. The hold period is determined by Mercury in its sole discretion based on risk factors related to the transaction, payer, and payment history, and may range from 1 to 4 business days from the date the ACH debit is initiated. Mercury will display an estimated funds availability date for each incoming invoice payment in your Invoicing dashboard.
View change record →This provision limits Mercury's financial liability to a maximum of your last 12 months of fees paid or $100, whichever is greater, regardless of the magnitude of business losses caused by platform failures, errors, or account actions.
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You will remain responsible for any amounts you fail to pay in connection with your subscription, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.
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"To the maximum extent permitted by applicable law, in no event will Mercury, its affiliates, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, punitive, cover, or consequential damages (including, without limitation, damages for lost profits, revenue, data, goodwill, business interruption or any other damages or losses) arising out of or related to this agreement or the services. To the maximum extent permitted by applicable law, the aggregate liability of Mercury and its affiliates, officers, employees, agents, suppliers, and licensors, relating to the services will be limited to the greater of (a) the amount you have actually paid us in the prior 12 months, or (b) $100.— Excerpt from Mercury's Mercury Terms of Service
REGULATORY LANDSCAPE: Limitation of liability clauses in financial services agreements interact with state contract law and potentially with Regulation E protections for electronic fund transfers. Where Mercury's banking partners are subject to Regulation E, certain liability limitations may not override statutory protections for unauthorized electronic transfers. The FTC's unfair or deceptive acts or practices authority may be relevant if the liability cap creates outcomes that are materially misleading relative to the nature of the financial services offered. GOVERNANCE EXPOSURE: High. For business customers holding substantial operating funds, the $100 or 12-month-fee floor creates a significant asymmetry between actual financial exposure and contractual recovery. This clause may face enforceability challenges if a court determines it is unconscionable as applied to business banking relationships where the platform holds customer funds directly. JURISDICTION FLAGS: California, New York, and several other states have case law limiting enforcement of liability caps that result in grossly disproportionate outcomes relative to actual harm. In jurisdictions with strong consumer protection statutes, the clause's application to business accounts may be treated differently than consumer accounts. EU users operating through Mercury would encounter GDPR-based liability frameworks that may override contractual limitations for data-related harms. CONTRACT AND VENDOR IMPLICATIONS: Enterprise customers and investors using Mercury as a treasury or operating account platform should assess whether the liability cap is acceptable given account balances and transaction volumes. Procurement teams should consider whether supplemental indemnification or contractual protections can be negotiated, or whether alternative banking structures are appropriate for high-balance accounts. COMPLIANCE CONSIDERATIONS: Legal teams should assess whether the liability cap is enforceable under the law of the governing jurisdiction for each business customer relationship and whether any statutory protections applicable to Mercury's banking partners' deposit accounts operate independently of this contractual cap. FDIC insurance coverage provides a separate protection floor for deposits up to applicable limits, which legal teams should confirm remains available notwithstanding this clause.
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For businesses holding significant operating funds in Mercury accounts, this cap means that if Mercury makes an error resulting in financial loss, the recoverable amount under this agreement may be a fraction of the actual harm suffered.
This provision limits Mercury's financial liability to a maximum of your last 12 months of fees paid or $100, whichever is greater, regardless of the magnitude of business losses caused by platform failures, errors, or account actions.
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