Our agreement with Stripe users (“Users”) is known as the Stripe Services Agreement or “SSA” and we view the SSA as a key part of the Stripe onboarding process. The structure and drafting of our SSA is intended to make it easy for you, the User, to get up and running with Stripe as quickly as possible. The SSA can be found at https://stripe.com/gb/legal/ssa
The three core principles that help guide this process are:
Because of our commitment to these principles, we believe Stripe Users should be comfortable reading and accepting the terms. This guidance is designed to help provide you with more information on the contents and rationale behind our SSA and does not constitute legal advice or assistance. Where required, we recommend Users seek independent legal advice to ensure each party’s rights and obligations are fully understood.
Simplified Diagram of Stripe’s Contracting Structure:
In our experience, most User queries about risk allocation in the SSA are resolved once users understand the rationale that lies behind this. For this reason, and to anticipate queries that you may have, we set out some of the key principles that underpin your agreement with Stripe.
Stripe operates in a highly regulated legal environment. For example, in order to prevent fraud, there are specific requirements and laws about what information we need to collect from Stripe Users and who we are allowed to onboard to use Stripe services. This means that our contracts need to contain specific rights that enable Stripe to comply with those legal and regulatory requirements. For this reason, we may need to ask for information from you or third parties from time to time, or require you to notify us where your business or financial circumstances change. The SSA allows Stripe to do this in relevant circumstances.
We design our products and services to be used on a standardized basis across all of our Users, big and small. This model has the advantage of enabling all Users, irrespective of their size, to access “best in class” services with excellent performance, reliance, and security. However, this standardized delivery model means that we are generally unable to accommodate bespoke contractual terms, or requests for specific processes, or customizations to our platform. We expect Stripe Users to understand this lack of flexibility as part of the onboarding process.
Due to the nature of our products and services, it may be necessary to modify or update our products and services from time to time, including adding or removing functionality, or imposing conditions on the use of Stripe services. This is customary within the industry in which we operate and our SSA enables us to do this.
When we modify or update our products or services, we will notify you of any material adverse changes or removal of functionality that may be relevant to your use of Stripe services or products. Notifications are normally provided via the contact details listed by you in your Stripe Dashboard.
We may also require you to fully install updates from time to time, but will notify you where relevant and provide details of any steps you are required to take.
We price our services in a number of different ways, but the most common mechanism is to charge a fee per event (e.g. per transaction). Where this is the case, it means that, as a Stipe user, you will only pay for the Stripe services that you use. The per event fee is generally very low, and the amount that Stripe actually receives (the “margin”) is even lower.
When we look at financial risk, we need to consider whether or not there is a reasonable relationship between the size of the risk that Stripe accepts vs what Stripe is actually receiving (the margin). More information about our pricing can be found here - Pricing Page
For most of our products and services, instead of sending you regular invoices for our fees, your Stripe fees are immediately debited from your Stripe Account balance. Information on the Stripe fees you have paid is accessible at any time via your Stripe Dashboard. If, for some reason, Stripe is unable to collect monies owed to us from your Stripe Account, Stripe will usually look to invoice you for the relevant fees.
Stripe also requires you to authorise us to debit your bank account to collect amounts owed to Stripe under your agreement with us. We would highlight that Stripe would generally look to limit our right to debit your bank account to where we have been unable to recover fees owed to us via your Stripe Account or via invoicing you. We require this additional option to protect Stripe from any potential risk.
Full details of the payment rights available to Stripe are further set out in the Stripe Payments Terms Overview below.
As is common practice in the financial services sector, we may work with other financial service providers to provide our products and services to our Users. These are known as our Financial Partners (e.g. banks, such as HSBC and Barclays).
Our Financial Partners require us to pass down specific terms to Stripe Users, which in some cases can relate to termination rights, Stripe’s right to suspend services (e.g. to prevent increased rate of fraud) and information access rights. Further details are included throughout the SSA and we generally have no discretion or ability to change these requirements.
Our Financial Partners may also require us to take financial responsibility for our Users’ actions in certain circumstances. This can pose a substantial financial risk to Stripe and we protect ourselves against this risk by requiring Users to go through our credit underwriting analysis, as well as having the contractual rights to establish a reserve, pause payouts, and to debit bank accounts. Again, further details are set out in the Stripe Payments Terms Overview below.
Stripe facilitates your access to payment networks (e.g. Visa, Mastercard), but those networks are controlled by third parties and involve a number of participants and intermediaries. If you participate in these networks, then you are required to agree to the rules that are set by the payment method owner. So, for example, if you accept a credit card transaction, which is subsequently disputed by your customer, then your ability to contest that dispute will only exist to the extent it is permitted by the relevant credit card network rules. Further details of the Payments ecosystem is set out below in the Stripe Payments Terms Overview below.
This is dealt with in the Limitations on Liability section of our SSA. This is frequently considered to be one of the more complex parts of any contract and we therefore recommend you fully review it to ensure you are comfortable with its contents. Some of the key points are:
Although the language in relation to this can vary across different contracts, excluding the ability to recover these types of losses is common practice in commercial contracts and, in particular, within the financial services industry.
Again, linking the amount that can be claimed for these types of losses to the fees generated is a common approach in commercial contracts. Given the nature of our services, the fact that our pricing for most products and services is on a per transaction basis and that our margins are low, we believe basing our liability upon the volume of a User’s transactions represents a fair allocation of risk between the parties.
Stripe fees exclude all taxes, except where the Stripe Pricing Page states to the contrary. Each User is fully responsible for managing its own tax affairs.
A User may terminate its Agreement with Stripe at any time by closing your Stripe Account within your Stripe Dashboard, unless otherwise agreed in writing between the parties. To do this, you must open the account tab in your account settings, select “close my account” and stop using Stripe services.
The details of Stripe’s termination and suspension rights are set out in the relevant sections of the SSA, and we suggest you read these carefully to ensure you fully understand the contents. Further details of these actions and the rationale that lies behind them are set out in the Payment Services Terms Overview below.
As is common practice in the payments industry and across our competitors, and as is permitted by law, Stripe may earn interest on User settlement funds and/or invest them in secure, liquid assets prior to paying out to our Users.
This is carried out in full compliance with relevant safeguarding regulations and Stripe maintains strict policies, controls, and safeguards over invested funds that are reasonably designed to mitigate any associated risks.
We maintain an investment profile consistent with our policies that, from a liquidity and risk perspective, complies with our User payment agreements at any given time.
Users will be paid the settlement funds in respect of their transactions in accordance with the SSA. Users are not exposed to any losses associated with investments and our payout obligations to our Users remain unchanged and will not be impacted by this practice.
Yes. Stripe may modify all or part of the SSA or the modular Service Terms by posting a revised version on our Legal Page or by notifying you as required by law using the contact details you provide via your Stripe Dashboard.
Stripe respects the privacy of everyone that engages with our services, and we are committed to being transparent about our privacy processes and policies. We are a platform that enables millions of businesses, and in order to provide our products and services to all of our Users, we collect and process Personal Data.
Stripe Payments enables a Stripe User to accept credit cards, debit cards, and other payment methods around the world.
Simplified diagram of the contracting structure when using Stripe Payments
The payments ecosystem is complex. For commonly used payment methods, there may be a number of intermediaries between a merchant and an end customer that help facilitate a payment.
The below diagram is a simplified depiction of the roles involved in a payment transaction:
For example, where a customer makes a card based payment transaction:
The flow of liability between all the parties involved in the payments ecosystem is complicated.
In the above diagram, the liability for losses on transactions flows from the entities/persons on the right to those on the left. Each entity in the diagram is also generally required, by those entities to its right, to pass along certain contractual provisions to the entities to its left. Therefore, Stripe is required to:
Importantly, Stripe’s upstream liability is set by the Payment Method and is not something that we can cap or limit.
The liability flow set out above means that, when we are onboarding and contracting with a User of Stripe Payments (in the diagram above, this would be the “merchant” - use of Stripe User and merchant is interchangeable in this section), Stripe needs to:
We deal briefly below with how each of these is reflected in the Payments Services Terms.
In the Payments Services Terms, we refer to two types of pass-down terms:
PMRs and PMTs are intended to apply to all users of that particular Payment Method, and they are therefore not able to be changed for an individual Stripe User. Fundamentally, if you choose to use a Payment Method, then you need to be comfortable with the associated PMRs and PMTs (which may be amended by the relevant parties from time to time).
As explained above, the structure of the payment ecosystem means that Stripe assumes the financial risk to payment method providers for our Users’/merchants’ transactions (also called “underwriting”). This financial risk could be substantial. We manage that risk by including protective terms in Stripe’s Payments Services Terms.
If our monitoring of Stripe Users/merchants reveals increased levels of risk to Stripe, we can require the Stripe User/merchant to:
Also, while we normally recoup amounts owed to Stripe by deducting those amounts from the Stripe User/merchant payouts, where Stripe determines the above protections are not sufficient to protect Stripe’s risk exposure, we are also entitled to make deductions from processing proceeds, and the Stripe User’s/merchant’s bank account.
In severe cases, we may deem it necessary to offboard a Stripe User/merchant - though this would be in unusual circumstances.
As set out above, Stripe needs to retain debit rights as a possible remedy in certain circumstances because Stripe is ultimately responsible for certain risks which may be caused by the User's use of our Services, including liabilities to the payment networks for refunded / chargeback transactions. This is part of how Stripe manages its underwriting risk.
Stripe Connect is the fastest and easiest way to integrate payments into a platform or online marketplace. Whether a User wants to run or connect to an on-demand, retail, creator, or crowdfunding platform or marketplace, Stripe Connect helps platforms and marketplaces onboard its users instantly, simplify compliance, and pay out globally.
Simplified Diagram of the Contracting Structure for using Stripe Connect:
Stripe Connect can be used for thousands of payments use cases, and is also a distribution mechanism for Stripe products (e.g. Stripe Billing, Stripe Terminal). However, a foundational principle for Stripe Connect is that there is always a single coordinating entity (the Platform or marketplace) that wishes to use Stripe Connect to facilitate its own platform users’ access to Stripe’s services (the Connected Accounts).
A Platform may choose to onboard its Connected Accounts via one of our preset product offerings (a Standard Account, Express Account, Custom Account, or, in some regions, a Payout Recipient). This selection decision is critical, as there are both functional and contractual implications associated with each account type.
For example
The Stripe Connect Terms allocate liability based on the Platform’s level of control over their Connected Accounts’ onboarding and management - depending on whether Standard, Express or Custom.
More information about the different types of Connect Accounts is available here.
As a Connected Account, we recommend you read the Platform Provider Agreement between you and your Platform/marketplace carefully to ensure you fully understand the nature of the services your platform is providing to you.
Stripe’s standard Fees for the Services are posted on the Stripe Pricing Page; but Stripe may have agreed to specific Fees directly with a Connect Platform that are different from those on the Pricing Page.
For Connected Account Users, Stripe's Fees will either be disclosed to those Users separately or will be consolidated with the fees payable for the relevant Platform Services. Stripe does not control and is not responsible for fees imposed by a Connect Platform, which should be made clear to Connected Account Users in their agreement with their Platform Provider.
Upon a Connect Platform’s request, Stripe may deduct from the Connected Account’s Stripe Account balance both the Stripe Fees payable to Stripe, as well as the fees for Platform Services the Connect Platform specifies to Stripe.
Please note: Terminating the Connected Account Agreement will not immediately terminate the SSA. Please see the SSA Overview for details of SSA termination. The Connected Account Agreement will automatically terminate if the Stripe Services Agreement terminates.
Yes, Stripe may terminate the Connected Account Agreement at any time for any reason by notifying you.
Please see full details of this in the SSA Overview above and our online Privacy Centre. Your Platform provider and Stripe may share data about you, your activity on Stripe and your transactions to facilitate onboarding and your continued use of Stripe services. Stripe will treat your data in accordance with the terms of your agreement with Stripe and the Stripe Privacy Policy.