Afterpay Merchant Services Agreement

Last updated: February 22, 2021

This Afterpay Services Agreement (the “Services Agreement”), together with the Afterpay Merchant Agreement (the “Merchant Agreement”), and any other schedules, exhibits, attachments, and other documents incorporated by reference, or that the Parties may execute from time to time, (collectively with the Services Agreement and the Merchant Agreement, the “Afterpay Agreement“), is made by and between you (“Merchant”, “You” or “Your”) and Afterpay US, Inc. and Afterpay US Services, LLC (“We”, “Us”, “Our”, or “Afterpay”). Capitalized terms used but not defined herein are defined as set forth in the Merchant Agreement. Your use of Afterpay’s Services shall constitute acceptance of this Afterpay Agreement and the Merchant Agreement which may be found here and is incorporated into this Services Agreement by reference. In the case of conflict with the Merchant Agreement or other incorporated document herein, this Services Agreement shall control.

1. Onboarding Procedures, Availability, Display of Afterpay Materials and No Exclusivity.

Onboarding requirements, including such requirements detailed in 1.1(b) of the Merchant Agreement, will be managed through Stripe including any verification pursuant to Section 3.1(k) of the Merchant Agreement. Section 3.1(b) of the Merchant Agreement is deleted. The second sentence of Section 3.1(d) of the Merchant Agreement is amended and restated to read: You agree to comply with any reasonable directions given by Afterpay to remove or cease distributing such Promotional Materials, or to change the manner in which they are displayed. Section 3.1(j) of the Merchant Agreement is deleted in its entirety.

2. Definitions.

The following definitions from the Merchant Agreement are amended as set forth herein. The definition of Account in the Merchant Agreement is amended to refer to Your account with Stripe pursuant to Your agreement with Stripe. The definition of ACH Authorization is deleted and references to ACH Authorization in the Merchant Agreement shall not be applicable. The definition of Payment Date in the Merchant Agreement is amended to state the Business Day following the day on which the Goods are Accepted for Refund and You enter the refund of the Goods via the Merchant Portal. The definition of Fee in the Merchant Agreement is deleted and reference to Fee in Section 1.1(a) is amended to refer to Service Charges (as defined below). As used herein, Tax shall mean all forms of tax and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the United States, Hong Kong or any other jurisdiction and any penalty, fine, surcharge, interest, charges or costs relating to it. As used herein, Tax Authority shall mean any taxing or other authority (in any jurisdiction) competent to impose, administer or collect any Tax.

3. Images and Content.

Section 3.3(g) of the Merchant Agreement shall apply to only those images and other content that You submit to Us or that You otherwise approve.

4. Fees, Billing and Payments.

Section 4 of the Merchant Agreement is amended and restated in its entirety as set forth in this paragraph: We shall pay the Purchase Amounts associated with each Afterpay Purchase to You by paying Stripe, which amounts will be settled to You according to Your settlement terms with Stripe after deduction of service charges (the “Service Charges”) and other amounts that Stripe or We may be authorized to withhold. The Service Charges are as determined in Your agreement with Stripe. All payments under this Afterpay Agreement must be made in U.S. dollars. Afterpay may (i) set off against any amounts We owe You under this Afterpay Agreement all amounts You owe Us under this Afterpay Agreement (including, without limitation, the Fee, any Refund Amounts, and Customer Payments) or (ii) cause Stripe to debit your Account. You must not accept payments or ongoing repayments for any Goods on Our behalf. If, for any reason, You receive any part of a payment relating to an Afterpay Purchase directly from a Customer ("Customer Payment"): (a) You will promptly notify both Us and Stripe of the details of the Customer Payment, including the identity of the Customer, the Goods to which the Customer Payment relates, and the amount of the Customer Payment; and (b) if We have effected a payment to You in respect of that Afterpay Purchase, You will hold the full amount of the Customer Payment for Our benefit until the Customer Payment is paid to Afterpay by You.

5. Tax.

Any Tax payable in respect of the Services provided or payments made under the Afterpay Agreement (other than Tax payable on Afterpay’s or Stripe’s net income, profits or gains) will be payable by the Merchant. All Service Charges and other sums payable by the Merchant under the Afterpay Agreement are exclusive of sales, use, excise, value added and any other applicable taxes that may apply hereto under Applicable Law. Merchant will pay such Tax upon receipt of a valid Tax invoice. If the Merchant is required by Applicable Law to make a deduction or withholding from any payment due under the Afterpay Agreement, it shall pay such additional amounts as are required to ensure that the net amount received and retained equals the full amount that would have been received and retained by it had no such deduction or withholding been made and/or no such liability to Tax been incurred. The Purchase Amounts will be paid to Merchant without a deduction or withholding for, or on account of, Tax imposed or levied by or on behalf of a Tax Authority (a “Tax Deduction”) unless such Tax Deduction is required by law, in which case such Tax Deduction will be made in the minimum amount required by Applicable Law and such amounts will be paid as are due to the relevant Tax Authority required in connection with the Tax Deduction within the time allowed by Applicable Law. For the avoidance of doubt, neither Afterpay nor Stripe will be obliged to increase or gross-up any payment on account of any Tax Deduction and will pay the Purchase Amounts net of any such Tax Deduction. At Merchant’s request, confirmation that the Tax Deduction has been made and/or that the appropriate payment has been paid to the relevant Tax Authority will be provided. In the event that a Tax Authority requires information in relation to the Merchant and/or Services provided or payments made under the Afterpay Agreement then the Merchant hereby agrees that Afterpay and/or Stripe may provide such information. The Merchant agrees to provide Afterpay and Stripe with its Tax identification details on request.

6. Schedule 1 Part B.

Your Website for purposes of Afterpay shall be the website(s) associated with Your Stripe account as may be modified from time to time. Schedule 1 hereby indicates that the Services may be made available on Your Website, subject to the terms of this Afterpay Agreement, and shall not be available in-Store. If You wish to make the Afterpay Services available in-Store You must contact Us and enter into a separate agreement with Afterpay. In the event of any conflict between this Afterpay Agreement, and the Stripe Services Agreement, the Stripe Services Agreement will govern and control.

7. Restricted Businesses

The following businesses are restricted from transacting with Afterpay

  • Alcohol
  • Artwork
  • Digital games and apps
  • Donations
  • Electronics
  • Flash sales
  • Hair extensions and cosmetic wigs
  • Home appliances
  • Jewelry, watches and precious metals
  • Live animals
  • Perishable food and restaurants
  • Pre-orders
  • Services
  • Tattoo supply and equipment
  • Travel