Understory PAY Terms
Version: 1.0
Last Updated: 2026.02.18
These Terms of Service (“Terms”) govern the use of Understory Pay, a payment enablement feature provided by Understory A/S (“Understory”, “we”, “us”, or “our”).
By activating or using Understory Pay, you agree to these Terms in addition to the general Understory Platform Terms. In the event of conflict, these Terms prevail with respect to payment functionality.
Understory Pay is available only to registered business users.
1. Payment Services
Understory Pay enables Business Users to accept payments from their customers through one or more third-party payment service providers (“Payment Providers”).
All regulated payment services are provided by the applicable Payment Provider.
Understory does not provide regulated payment services and is not a bank, electronic money institution, or licensed payment institution.
1.1 Current Payment Provider
As of the effective date of these Terms, payment services made available through Understory Pay are provided by Adyen N.V. or its affiliates.
Understory may replace or add Payment Providers at its discretion in accordance with Section 11 of these Terms.
Continued use of Understory Pay following such change constitutes acceptance of the applicable Payment Provider.
2. Relationship with Payment Providers
To use Understory Pay, you may be required to enter into a separate agreement directly with the applicable Payment Provider.
You agree to comply with:
- The Payment Provider’s terms and conditions
- Applicable card scheme rules
- Relevant financial regulations
The Payment Provider independently performs onboarding, risk assessment, compliance screening, transaction processing, settlement, and safeguarding of funds.
Understory is not responsible for decisions made by a Payment Provider, including approval, suspension, termination, delayed settlement, reserve requirements, or transaction declines.
3. Regulatory Transparency
Understory provides software and technical infrastructure that facilitates access to payment services offered by third-party Payment Providers.
Understory:
- Does not execute payment transactions in its own name
- Does not hold or safeguard client funds
- Does not perform regulatory compliance screening unless explicitly required
- Does not assume responsibility for regulated payment activities
All regulated payment services are performed by the applicable Payment Provider in accordance with relevant law.
Business Users contract directly with the Payment Provider for payment services.
4. Contractual Structure
The legal relationships are structured as follows:
- You contract with Understory for software and platform services.
- You contract with the Payment Provider for regulated payment services.
- Your customers contract directly with you for the underlying products or services.
Understory is not the merchant of record unless explicitly agreed in writing.
Each Business User operates as an independent merchant and is solely responsible for its commercial activities.
5. Fees
Understory may charge fees in connection with Understory Pay, including transaction-based fees or other payment-related platform fees.
Applicable fees are defined in your commercial agreement with Understory or as otherwise communicated to you. The fees for Understory Pay are available in the help center article.
Payment Providers may charge separate fees under their own agreements with you. Understory is not responsible for Payment Provider fees.
Understory reserves the right to modify its fees in accordance with Section 11 of these Terms.
6. Settlement and Funds
Settlement timing, payout schedules, reserves, and safeguarding of funds are determined exclusively by the Payment Provider.
Understory does not:
- Control settlement timing
- Guarantee payout schedules
- Guarantee availability of payment services
- Provide financial guarantees or escrow services
Each Business User remains fully responsible for its financial obligations.
7. Refunds, Disputes, and Chargebacks
You are solely responsible for:
- Customer refunds
- Payment disputes
- Chargebacks
- Any penalties or scheme fines arising from your activities
The Payment Provider may debit amounts related to disputes or chargebacks in accordance with its agreement with you.
Understory is not liable for fraud losses, chargebacks, or related penalties arising from your business operations.
8. Compliance and Prohibited Activities
You represent and warrant that:
- Your products and services comply with applicable law
- You comply with Payment Provider requirements
- You comply with applicable card scheme rules
Understory may suspend or terminate Understory Pay if your activities create material legal, financial, operational, or reputational risk.
9. Suspension and Termination
Understory may suspend or terminate access to Understory Pay if:
- You breach these Terms or the general Platform Terms
- A Payment Provider suspends or terminates your payment account
- Continued access creates material risk to Understory
Termination of your Understory account may result in termination of Understory Pay access.
10. Limitation of Liability
Understory is not liable for:
- Decisions made by Payment Providers
- Transaction declines
- Settlement delays
- Service interruptions caused by third parties
- Fraud, chargebacks, or scheme penalties
To the extent permitted by law, Understory’s total liability relating to Understory Pay is limited to the fees paid to Understory for Understory Pay during the preceding twelve (12) months.
Nothing in these Terms limits liability where such limitation is not permitted by applicable law.
11. Amendments and Changes
11.1 Changes to These Terms
Understory may update these Terms to reflect:
- Changes in applicable laws or regulatory requirements
- Requirements imposed by Payment Providers, card schemes, or financial institutions
- Operational, technical, or security changes
- Adjustments to the commercial structure of Understory Pay
If a change materially affects your rights or obligations, Understory will provide reasonable prior notice.
Continued use of Understory Pay after the effective date of updated Terms constitutes acceptance of the revised Terms.
If you do not agree, you must discontinue use of Understory Pay before the effective date.
11.2 Regulatory and Mandatory Changes
Understory may implement changes with immediate effect where required to:
- Comply with applicable law or regulatory guidance
- Reflect mandatory requirements from Payment Providers or card schemes
- Address fraud, security, or compliance risks
Where reasonably practicable, Understory will inform you without undue delay.
11.3 Changes to Fees
Understory may modify its fees with prior notice.
Fee changes do not apply retroactively to transactions processed before the effective date.
Continued use after the effective date constitutes acceptance of updated fees.
12. Data Protection
Payment-related data is processed in accordance with applicable data protection laws.
Understory processes data only to the extent necessary to provide platform services and in accordance with Understory’s Privacy Policy.
Payment Providers process payment data in accordance with their own legal and regulatory obligations.
13. Governing Law
These Terms are governed by Danish law unless otherwise agreed in writing.
