Identify what the merchant actually provides
A store can display a pay-later option without being the creditor. The legal analysis starts with contracts and the checkout journey: does the store grant payment time itself, arrange credit from a separate fintech, or merely display a payment method? Directive (EU) 2023/2225 defines a creditor and credit intermediary by their activities rather than a marketing label. A merchant that only introduces a consumer may be outside the intermediary definition, while one presenting or preparing credit agreements for remuneration can require a different analysis. Record which legal entity sets credit terms, receives instalments, owns the receivable and handles applications. Do not treat a processor, merchant and financier as interchangeable parties simply because they appear under one brand.
Assess supplier deferred payment carefully
Article 2(2)(h) contains a narrow exclusion for certain supplier deferred payments. The supplier must grant time to pay without a third party offering credit, the price must be interest-free and free of other charges except limited late charges under national law, and payment must be completed within 50 days of delivery. For certain larger suppliers selling via information-society services and distance contracts, additional criteria apply: a third party must neither offer nor purchase the credit, and payment must be completed within 14 days. The exemption does not automatically cover all in-house instalment plans. Check the supplier size, sales channel, contracts, timing from delivery and any sale of receivables before determining the treatment under national law.
Keep promotional claims aligned with the actual credit
A merchant may control the first BNPL advertising impression even where a separate creditor provides finance. For products within CCD2, Articles 7 and 8 address clear and non-misleading credit advertising, cost warnings and standard information triggered by interest or cost figures. Do not promise universally instant approval or cost-free use unless actual terms justify those claims. A zero-interest headline can mislead if material late charges or qualifying conditions are concealed. The store should obtain approved copy and numerical examples from the relevant creditor, test mobile rendering and retain versions of banners, landing pages and checkout notices. Separate the merchant’s goods-price promotion from statements about the credit agreement, and review each jurisdiction’s implementing rules.
Manage disclosure and consent handoffs at checkout
For in-scope consumer credit, pre-contract information under Article 10 and adequate explanations under Article 12 must be considered before a consumer becomes bound. The merchant may control critical display space but does not necessarily become the legal creditor. Agreements with financiers should identify who generates prescribed documents, who makes them available on a durable medium, who provides explanations and who records delivery evidence. Test interrupted checkouts and changes to basket value so the consumer is not shown inconsistent repayments. The consumer must be able to tell whether acceptance completes a retail purchase, a credit agreement or both. Article 17 also addresses unsolicited granting of credit: preselected finance should not substitute for the consumer’s prior request and explicit agreement.
Prepare for refunds, returns and linked-credit rights
Returned goods, partial cancellation and failed delivery can affect both the sale and financing. Article 3 defines linked credit agreements by reference to financing a specific supply and an objective commercial unit. Article 27 provides rights for consumers in specified linked-credit circumstances, subject to its conditions and national implementation. A store should make refund and cancellation events traceable to the creditor and not assume that merchant reimbursement automatically closes every instalment obligation. Operational arrangements should cover settlement adjustments, disputed goods, communication of refunds and customer escalation. Keep the consumer-facing explanation aligned with the actual contractual relationship; a retail returns policy cannot simply override mandatory consumer credit protections.
Maintain merchant governance without inventing creditor duties
Create an agreement-level responsibilities matrix showing product scope, legal entities, advertising approval, disclosure delivery, assessment owner, complaints routing, refunds and evidence retention. Review supplier integrations when finance partners, checkout software or product conditions change. CCD2 Article 38 sets specific duties for intermediaries, but its applicability cannot be assumed for every merchant: the definition and national rules matter. Relevant consumer, privacy and ecommerce rules may apply even where credit falls outside CCD2. The Directive is in force at EU level; national measures implementing it apply from 20 November 2026. Until then, continue complying with current domestic regimes. Record the date and source of each national decision rather than describing one pan-European checklist as legal clearance. A useful merchant test case is a shopper who changes the basket after seeing a financing banner. The store should verify that product price, repayment schedule, fees and creditor name update consistently before the consumer agrees. A second test is a partial return after one instalment has already been collected. The order system and creditor ledger should reconcile the correct refund, remaining balance and customer communications. These tests do not establish compliance on their own. They identify where information can become inconsistent across firms. When the store changes BNPL partners, it should not carry over the previous partner's declarations, permissions or disclosure templates without verification. A dated contract map helps reviewers distinguish practical responsibilities from statutory ones. Marketing, product and support teams should have named owners for reporting inconsistencies.
Frequently asked questions
Does displaying BNPL make a merchant the creditor?
Not necessarily. Creditor and intermediary classifications depend on who grants or arranges credit and the actual activities performed.
Are all merchant deferred payments excluded?
No. Article 2(2)(h) has specific supplier, charge, timing and, for certain larger distance sellers, third-party conditions.
Who handles a refund affecting BNPL?
The contractual parties should have an accountable settlement and communication process. Linked-credit rights may also apply under national law.
Primary sources
Directive (EU) 2023/2225 ↗EUR-Lex national transposition measures ↗Read the source in its current version. National implementing measures and product-specific applicability may require additional research.