Terms and Conditions
Last updated: June 8th 2020
The following terms and conditions (“Terms”) are a legal agreement between you (“you”, “your”) and SumUp Payments Limited (“SumUp”, “we”, “our” or “us”) which governs your use of our payment processing and other services, our mobile application (“App” or “Software”) and any version of our card acceptance devices (“Terminal”) (together, the “Services”).
SumUp Payments Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 and is a company with limited liability incorporated in England and Wales with its registered number 07836562 and with its registered office at 32 - 34 Great Marlborough St, London W1F 7JB, UK.
This agreement is separated into four parts: Part one describes all of the terms governing your use of the Services. Part two describes all of the terms particularly governing payment processing as part of the Services. Part three describes all of the terms relating to our Pre-paid Card Services. Part four contains additional legal terms determining the legal relationship between you and us.
PART ONE - The Services
1.1. Our Services enable you to accept payment card transactions (“Transaction”) for your customers (“Cardholder”) with the use of your compatible mobile device, our App and a Terminal (which will not be needed for manually entered transactions). We provide an updated list of all compatible mobile devices and the accepted payment cards on our website.
1.2. You can use the Services either through a Terminal provided by us or by manual entry of the payment card information. When you accept Transactions using one of our Terminals, the Terminal will be used to process and authorise Transactions between the payment card and our servers.
1.3 We may provide you with card-not-present payment services that enable you to accept e-commerce payments through a third party application (a “Partner Application”) i.e. through a mobile Application or a website, provided to you by a partner (the “Partner”) under a separate commercial relationship between you and the Partner. In case you only accept e-commerce Payments, the provisions of this Agreement relating to Card Readers and procedures relating to a card being presented by the payer do not apply to you.
We are only responsible for the payment services provided as part of the partner application. We are not responsible for the functionality of the Partner Application or any service provided to you or card holders by the Partner.
If agreed between you and the Partner, we may charge fees that not only cover our transaction fees but also include a charge on behalf of the Partner to collect funds that you owe to a Partner under the separate commercial agreement you have with the Partner (the “Partner Charge”).
1.4. We will cause any funds resulting from your Transactions to be credited to us and will pay out any amounts owed to you under these Terms to your bank account after we have received them ("Payout"). Before each Payout we will deduct the applicable fees (“Fees”). In case you select a pricing plan (“Plan”) you shall pay any applicable recurring fees based on the Plan you select. Our current Fees and Plans are listed on our website.
1.4.1. By accepting these terms, you declare and request from us that we may charge blended fees for different card products as per the fee schedule.
1.4.2. We will provide you with access to on-going account statements. By accepting these terms, you request and agree that we aggregate fee information by brand, application, payment instrument categories and rates of interchange fees applicable to the transaction, as applicable, and that we make this information available to you periodically, at least once per month and in a manner which allows you to store the information and reproduce it in unchanged form.
1.5. Our obligations under these Terms are limited to providing you with an Account and the Services. We will use all reasonable means to provide the Services to you twenty-four (24) hours a day, seven (7) days a week, all year. We may, however, suspend at our reasonable discretion the Services to be provided to you or limit the duration of the Services in order to perform maintenance services or if required by law or if you have failed to comply with material obligations under these Terms or if there is reasonable suspicion of money laundering or terrorist financing.
1.6. We provide you with a Transaction history and further analysis systems, if applicable.
1.7. We may at any time update or modify the Services with immediate effect without prior notification.
1.8. We reserve the right to appoint a third party in order to fulfil some or all of our obligations under these Terms.
2. SumUp Account
2.1. To use the Services of SumUp you must register and sign up for a SumUp Account (“Account”). You confirm that all information submitted by you about you and/or your business is valid at the time of entering into these Terms. Upon successful sign-up, you will receive a confirmation email to your primary, registered email address. You may open only one (1) Account, unless we explicitly approve the opening of additional Accounts or sub-Accounts. You must ensure that the information recorded on your Account is always accurate and up to date.
2.2. You must choose a reasonably descriptive identification name that - if different from your company name - clearly identifies you or your business and provide your correct contact phone number. The identification name and the contact number may appear on the Cardholder’s credit or debit card statement.
2.3. When you have registered and signed up for an Account and accepted these Terms, we may perform a credit check on you and may require you to supply additional documentation in order for us to be able to carry out any necessary checks in accordance with applicable anti-money laundering and anti-terrorism financing laws and regulations as determined by us in our sole discretion. We shall obtain such credit information and make such additional checks and you shall assist us in that regard to the extent necessary.
2.4. The decision whether your identity has been properly verified according to section 2.3 will be entirely at our discretion. Until you have been successfully identified and verified by us, these Terms constitute a preliminary agreement that binds you fully and we reserve the right to terminate or not to start to provide any Services under these Terms at any time during this period.
2.5. Your Account will be registered on one of our servers. We will hold an amount equal to any amounts owed to you by us separated from our own funds, but together with the amounts held on behalf of other Accounts, in a segregated bank account in accordance with our regulatory obligations.
2.6. If there is no activity in your SumUp Account for two (2) years, consecutively, we will be entitled to send a notification to your registered email address and in case you do not respond to our notice within thirty (30) days and state that you want to keep your Account, we will automatically close your Account. Your funds will be handled according to applicable law, and if permitted, accrue to SumUp.
3. Restrictions of Using the Services
3.1. In order to use our Services you require a compatible mobile device (except for 3G devices) and Internet connection services supplied to you by third parties. Such third parties may charge you for using a mobile device and/or Internet connection to access the Services and you are solely responsible for the payment of such fees. (edited)
3.2. By accepting these Terms you confirm that you are a natural person or legal entity acting only in your own commercial or professional capacity and at the time of signing these Terms are duly authorised to conduct business in one or more of the countries supported by us (“Territories”). We provide and will update from time to time a list of the Territories on our website. If you are a natural person, you must be eighteen (18) years or older to use the Services. We may require at any time that you provide evidence of your age.
3.3. By accepting these terms you also agree to the network rules (“Network Rules”) as set forth by the credit card organizations including, but not limited to Visa, Mastercard and American Express (together, “Card Schemes”). The Network Rules may require that some of our merchants enter into a separate agreement with one of our acquiring bank partners or the Card Schemes themselves depending on their volume of Transactions. If you are such a merchant we will notify you and provide you with a separate agreement at such time. In case of any conflict between these Terms and such acquirer agreement, the terms of the acquirer agreement shall prevail for the purposes of resolving this conflict.
3.4. Without explicit prior authorisation by us, you are not entitled to accept Transactions related to goods and/or services, (i) that are not provided for your own account or are provided by order of any third party other than you; (ii) that are not provided in the ordinary course of your business as identified to us, including accepting repayments of a credit previously granted or of a cash payment previously made by you to the Cardholder; (iii) involving or being connected to any illegal content, content that is subject to protection of minors according to applicable law or instructions for making weapons or explosives; (iv) that are related to gambling services, whether illegal or not, under any applicable laws; (v) that are related to sex shops or pornographic entertainment (except for adult entertainment magazines); (vi) that are related to weapons or illegal drugs or products; (vii) that are related to alcohol or tobacco to the extent that alcohol and tobacco represent the only products sold by your business; (viii) that we reasonably believe to be capable of damaging any of the Card Schemes' or our reputation; (ix) that are prohibited under any laws or regulations applicable to you, to the cardholder or to any of your products or services, or which are otherwise illegal. We shall at our sole discretion decide whether your use of the Services shall be deemed attributable to any of the above products or services and therefore not in accordance with the Terms. We reserve the right in our sole discretion, to add categories of prohibited transactions or business categories by adding such categories either to these Terms or an acceptable use policy published on the Support Center of our website.
3.5. If you submit to us or attempt to submit to us any Transaction we believe is in violation of these Terms or the law and/or exposes us, other users of our Services or our processors to harm (including without limitation fraud, brand or reputational damage or criminal acts) we reserve the right not to authorise, to suspend or reverse the Transaction; and/or to close or suspend your Account; and/or to report the transaction to the relevant law enforcement agency; and/or to claim damages from you; and/or charge you an administration fee of up to EUR 200 in case we apply any of the above.
4. Terminals & Software
4.1. You can purchase, lease or borrow our Terminals at a purchase price or lease terms as determined by us from time to time or as published on our website. Separate terms may apply for the purchase.
4.2. You can use only one Terminal per Account. Upon request we may supply you with additional Terminals, for example for additional Account(s) or sub-Accounts.
4.3. You are not allowed to sell, rent, license or transfer the Terminal to a third party or allow the use of the Terminal by a third party. You are also not allowed to modify the software or the hardware of the Terminal in any way. You must not use the Terminal for any purpose other than accepting Transactions.
4.4. Except for any given purchase of the Terminal, at our request, you shall return the Terminal to us, either upon termination or expiry of these Terms or in order to replace an existing Terminal. In case you terminate these Terms, you shall return the Terminal at your own cost.
4.5. You shall install any and all App updates to continue using the Services.
5. Your Obligations
5.1. You may initiate payments under these Terms by exclusively using Terminals that were provided to you by us.
5.2. You shall not accept any Transactions where the payment card does not contain all of the elements that are typical for that type of card, where the payment card appears to be manipulated or damaged or where the payment card has expired.
5.3. Without our permission you must not set a minimum threshold that is higher than GBP 1.00 for any Transaction. Furthermore, you will provide Cardholders with at least equal conditions as you provide to those customers who pay in cash for your goods and/or services and that you will not charge Cardholders any additional amounts or surcharges.
5.4. You must monitor your Account and your Transaction history and refund to the respective Cardholder any Transactions that you received in error or the excess where the amount of the Transaction was wrong.
5.5. You shall promptly inform us of any changes in the information that you provided at the time of entering into these Terms, including changes in the type or nature of your business, changes in the product range, any sale or lease of your company or any other change of ownership, any change of the legal form or name of your company, changes of the address or bank account details of the company, a material adverse change in your financial condition and changes in the information that you have provided in accordance with the laws against money laundering or terrorist financing.
5.6. You shall display any SumUp advertisement material that you receive from us in plain view at your business premises. Such material may include stickers for your store, shop or car window with the SumUp logo and/or the Card Schemes’ logos or signs or leaflets required to be displayed by the Card Schemes, law or SumUp.
5.7. You shall make available to the Cardholder a paper-based receipt of the Transaction if required by law or Card Scheme regulations. Additionally, you may provide Cardholders with an option (but not in lieu of a paper-based receipt if such is required by law) to receive a receipt for the Transaction via email or text message.
5.8. You acknowledge that you are solely responsible to ensure that your Account login details are kept secure from any other person, that no user of the Terminal shall manipulate the data input and that there is no unauthorised use of your Account, Terminals or of any other confidential information associated with the use of the Services. If you suspect or know your Account has been used without authorisation you have to notify us immediately and/or change your login password via our website. We will take reasonable actions to prevent unauthorised use of your data once we receive such notification.
5.9. You are obligated to comply with the applicable provisions of the Card Industry Data Security Standard (PCI-DSS) during the duration of these terms ("PCI Compliance"). In particular, you must comply with these regulations with regards to the storage, processing and transmission of payment card data. Information about the PCI-DSS is available on the website of the PCI Council, http://pcisecuritystandards.org.
5.10. You must promptly review any statements (e.g. invoices or settlement statements) provided by us as well as the settlements, refunds, chargebacks or any other transactions, paid or charged to your bank account or the Cardholder. You must object to the statement without undue delay, at the latest within twenty-five (25) business days (“Business Day” means any day from Monday to Friday but not including bank holidays or other public holidays in England) after receipt of the relevant statement or date of the respective payment. Failure to object in time shall be deemed an approval. We reserve the right to reissue corrected statements or correct any payments after the expiration of this deadline. Except as required by law, you shall be solely responsible for keeping records of all Transactions and other data related to your Account and your use of the Services.
6. Additional services
6.1. SumUp may provide you with extra business services, which are in addition to the Services set out above (“Additional Services”). These Additional Services may be provided by any member of our group of companies, including subsidiaries. Your rights and obligations under applicable data protection legislation may change if you choose to use the Additional Services.
PART TWO - Payment Processing
7.1. For the purpose of these Terms, you explicitly authorise us and any financial institution that we work with to hold, receive and disburse funds as set forth in section 1.3 on your behalf. The above authorisation will remain in full force and effect until your Account is closed or terminated. Payouts to your bank account are executed, at least in part, by third party financial institutions (for example, the banks where you and us hold our bank accounts) and we shall not be responsible for the ultimate credit of funds to your bank account once we have paid out the funds to your bank.
7.2. You will not receive interest or any other earnings on any funds in your Account. You irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to the funds in your Account.
7.3. In case you process Transactions where the Cardholder’s payment card details are manually entered into our App or the Cardholders' smartphone for a total amount exceeding our threshold in any trailing seven day period, SumUp will withhold the amount in excess of this threshold for thirty (30) days before transferring the funds to your Account. If for any reason you are likely to exceed the above-mentioned threshold, you may contact us to ask for an accelerated Payout schedule. Based on a variety of factors, SumUp will consider your request to determine if you qualify for such accelerated Payouts. The threshold for such manually entered Transactions can be found in the fee section of our website.
7.4. We will not make any Payouts of funds related to transactions that have not yet been received by us from the designated financial institutions.
7.5. We shall be entitled to conduct an investigation or resolve any pending dispute related to your Account, and as a result we may restrict access to your funds for the time it takes for us to do so. We also may restrict access to your funds as required by law or court order.
8.1. For the purpose of securing the performance of your payment obligations under these Terms we shall be entitled at any time to temporarily withhold Payouts to you and to accrue a reserve (“Reserve”). We may withhold a risk-profile-based Reserve at our sole discretion at any time for your use of the Services.
8.2. Notwithstanding section 7.1, the Reserve shall also serve as a security in our favour and we shall be entitled to collect and set off from the Reserve all amounts that you owe us under these Terms, including any Account deficit balance, without prior notice to you in every individual case.
8.3. If you owe us an amount that exceeds the amount of the Reserve, you will immediately, but not later than 3 (three) Business Days of our demand pay us the respective amount. You hereby explicitly authorise us to debit any amounts owed to us, including any costs and expenses incurred in connection with the collection of these amounts, from your bank account used to receive Payouts and/or your credit card or bank account used to purchase any of our Terminals or to set off such amounts against any Payouts owed to you. Your failure to fully pay amounts that you owe us on demand will be a serious breach of these Terms and you will bear all costs associated with collection of such amounts, including without limitation, attorneys’ fees and expenses, collection agency fees, and any applicable interest.
9.1. The amount of a Transaction may be charged back to your Account if the Transaction is disputed, is reversed for any reason by the relevant Card Scheme, our processor, the Cardholder or any of our designated financial institutions, was not authorised or we have any reason to believe that the Transaction was not authorised, or is allegedly unlawful, suspicious, or in violation of these Terms (“Chargeback”).
9.2. You shall assist us when requested, at your expense, to investigate any of your Transactions processed through the Services and acknowledge that your failure to assist us in a timely manner, including providing necessary documentation not later than ten (10) Business Days from our request, may result in an irreversible Chargeback. We reserve the right to charge a fee for investigating and/or mediating any Chargebacks; any fees to be disclosed from time to time on our website.
9.3. If a Chargeback dispute has not been resolved by either the issuing bank or Card Scheme in your favour or if you choose not to contest a Chargeback, we reserve the right to collect from you the original Transaction amount plus the Fees and credit the original Transaction amount back to the Cardholder.
9.4. If we determine that you are incurring an excessive amount of Chargebacks, we are entitled to delay Payouts from the Account to your bank account, keep a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees or terminate or suspend the Services and close your Account.
10. Refunds and Returns
10.1. Under these Terms and by accepting Transactions with the Services, you shall process returns and provide refunds through your Account in accordance with these Terms and the Network Rules.
10.2. The Network Rules require you - amongst other requirements - to offer and disclose at the time of purchase a fair return and cancellation policy and not to give cash refunds on Transactions, unless required by law, and not to accept cash or any other item of value for making a Transaction refund.
10.3. The amount of the refund must include any and all taxes required to be refunded and cannot exceed the amount of the original Transaction.
10.4. In case of an exchange, partial return or erroneous Transaction or Transaction amount you shall always refund the total amount of the original Transaction first and then initiate a new Transaction for any new goods and/or services sold or amounts actually chargeable.
10.5. Refunds processed through your Account are authorised up to thirty (30) days from the day you initiated the Transaction. We shall collect from you the original Transaction amount plus the Fees and credit the original Transaction amount back to the Cardholder.
10.6. If we determine that you are processing an excessive amount of refunds, we may disable your refund option.
You shall be liable for determining, collecting, withholding, reporting and remitting to the appropriate tax authorities any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of our Services. If required to do so by a law or a government authority we shall be authorised but not obligated to report your Account details and history of Transactions to the relevant authorities.
PART THREE - SumUp Card
12.1. SumUp may at its discretion issue you with a Prepaid Card (“Card”) or Electronic Money Wallet (“Wallet”) which is connected to your SumUp Merchant Account. The availability of this service is subject to activation protocols, identity verification and funds availability, and is not universally available to all SumUp customers. SumUp may offer, promote and \ or advertise the Wallet in your country as “SumUp Business Account” and the provisions of this Agreement relating to Wallet shall apply accordingly, regardless of the product name.
12.2. Fees may be charged for using this service. The fee schedule can be seen here.
12.3. The SumUp Prepaid Card is issued by SumUp Payments Limited, pursuant to license it holds with Mastercard International Incorporated.
12.4. Use of this Card requires a Wallet and as such all of the Terms listed in PARTs ONE, TWO & FOUR also apply to this Service.
12.5. The SumUp Prepaid Card is intended for businesses and may only be used to make payments for a business registered with SumUp. It is not intended for personal use.
13. The Service
13.1. Any Merchant with a Wallet which has a Card attached has the option to receive settlement of card processing funds to their bank account or to their Card. You may choose which by accessing your account through the SumUp online portal.
13.2. Where you opt to receive funds on your Card, the funds are stored in a Wallet maintained by SumUp on your behalf for this purpose.
14. Loading funds to the Wallet
14.1. Your Wallet may be loaded by opting to receive the proceeds of your merchant card processing directly to your Wallet.
14.2. In addition to funding your Wallet through your merchant processing activity, SumUp may also provide you with the ability to fund your Wallet by uploading funds to it directly through a credit or debit card payment or through a bank transfer.
14.3. Transfers to your Wallet cannot be reversed or cancelled. Though you may request settlement to your bank account at any time.
14.4. The Card may be used anywhere that Mastercard Prepaid is accepted.
15. Withdrawing funds from the Wallet
15.1. You may choose to settle the balance of funds held in your Wallet to your bank account at any time. This settlement is subject to security and anti-fraud controls.
15.2. Overdrafts are not available on your Wallet.
16.1. SumUp may also provide you with a service that allows you to transfer funds from your Wallet to another SumUp Account or to a counterparty bank account by entering the Account Number or IBAN.
16.2. It is your responsibility to make sure that the details of the counterparty Account Number or IBAN or the counterparty SumUp Account are entered correctly. Any error in the information entered may result in the transfer being unsuccessful, delayed or the loss of the monies if it's sent to the wrong account.
16.3. We shall not be liable in any circumstances for any losses you incur from entering incorrect details.
16.4. Prior to confirming your request to enter into the transfer, the following details will be displayed on your dashboard :
i. the details of the counterparty bank account
ii. the amount of money you wish to send to the counterparty; and
iii. the fees (if any apply). Any fees that may apply to your transfers could be viewed at any time here.
Once we receive your request to enter into the transfer, you may not cancel it.
16.5. We are entitled to unilaterally impose certain limits on the amount of payments you can transfer, due to security and legal requirements.
16.6. We may not finalise your payments if:
i. your instructions are unclear
ii. we suspect criminal activity on your account
iii. we're not legally allowed to make the transfer or your request to enter into the transfer is in breach of these Terms
iv. it exceeds your payment limits or the balance of funds held in your Wallet
17. Strong Customer Authentication and Open Banking
In order to process transactions, SumUp requires additional security features and an additional method of authentication is required to verify your identity. The combination of a smartphone associated with your account and a personalised feature, such as your pin or password, serve as the additional method of authentication. You must have both of the above in order to process transactions.
17.1. You are obliged to keep your pin and password confidential at all times and to store your smartphone adequately secured against access by third parties. The reason for this is that any person who is in possession of your pin, password or smartphone can use the Services in an unauthorised manner.
17.2. The following must specifically be observed in order to protect your pin, password and smartphone:
Your pin and password must not be stored electronically in an unsecured manner.
When entering your pin or password it must be ensured that other persons cannot see the information.
Your pin or password must not be forwarded outside the SumUp Wallet security procedure, i.e. for instance it should not be sent by e-mail.
Your pin or password must not be stored in the same place as your smartphone.
17.3. You may enable open-banking providers and third-party providers to have access to your account information or to make payments on your behalf, to the extent that they are acting in accordance with your instructions and the applicable regulatory requirements . These providers must be permitted by law to make payments, and will often need to be authorised by a Regulator such as the Financial Conduct Authority.
17.4. If you are considering using an open-banking provider or third-party provider, you should ask them for details of their authorisation status (if in place) and also additionally check this yourself. (You can do this by checking the relevant Regulators online register of authorised companies). If you wish to disable open-banking providers and third-party providers to have access to your account information or to make payments on your behalf, you should contact us or them directly.
17.5. Any payment requests we may receive from open-banking providers and third-party providers enabled by you shall be treated as if they were sent to us by you to us and shall be subject to these Terms. If you are expecting open-banking providers or third-party providers to make a payment on your behalf and they do not do this, we assume no responsibility for the nonfulfilment of your payment.
18. Your Obligations
18.1. You must set a PIN when you Register and activate your Card.
18.2. You should not write or keep your PIN with your Card.
18.3. Never share your PIN with anyone. You are responsible for all authorised transactions initiated and fees incurred by use of your Card. If you permit another person to have access to your Card, Card Number, Account Number or IBAN, PIN, or online login credentials, we will treat this as if you have authorised such use and you will be liable for all transactions and fees incurred by those persons.
18.4. Some Card transactions may require additional security verification through the Mastercard’s 3d Secure System before they are completed. This may require you to answer security questions, to verify the transaction through the use of a confirmation code received by sms or email, or to verify the transaction by a fingerprint reading taken through a compatible device.
18.5. You are wholly responsible for the use of each Card, Card Number, Account Number or IBAN, PIN,, or online login credentials according to the terms and conditions of this Agreement.
18.6. Contact us at once if you believe your Card, Card Number, Account Number or IBAN, PIN, or online login credentials have been lost or stolen or that someone has transferred or may transfer money from your Card Account without your permission.
18.6.1. Should you suspect that your Card is compromised you may temporarily block it by logging into the SumUp dashboard. You should also contact us in such instances so that our security team can investigate and protect your account.
19. Term, Suspension, Termination of the Wallet & Card Service
19.1. In accordance with applicable anti-money laundering and anti-terrorism financing laws and regulations we are required to obtain, verify, and record information for all of our customers. Until this process is complete your service may be partially limited or completely restricted.
19.1.1. If your identity is partially verified, full use of the Card Account will be restricted, but you may be able to use the Card for in-store purchase transactions. Restrictions include: no ATM withdrawals, international transactions, account-to-account transfers and additional loads. Use of Card Account also subject to fraud prevention restrictions at any time, with or without notice.
19.2. We reserve the right to block, suspend, or cancel your Card or Wallet if, as a result of our policies and processes we detect what we reasonably believe to be fraudulent, suspicious or criminal activity or any activity that is inconsistent with this Agreement.
19.3. We may temporarily suspend your Card or Wallet in the event we detect unusual or suspicious account activity. If we exercise this right, we will incur no liability to you because of any resulting unavailability of the funds in your Card and/or Account, or your inability to use your Card.
19.4. For security reasons, we may limit the amount or number of transactions you can make on your Card. You may not use your Card for illegal online gambling or any other illegal transaction. We may increase, reduce, cancel, or suspend any of the restrictions or add new ones at any time. We may also limit the amount of transfers you can make from your Wallet.
PART FOUR - Additional Legal Terms
20. Our Liabilities
20.1. To the maximum extent permitted by the law, we shall not be liable for direct or indirect losses and damages or non-performance under these Terms which result from our compliance with legal and regulatory requirements and with the Network Rules, any force majeure events or your breach of these Terms or any applicable legal and regulatory requirements.
20.2. We shall not be liable for any indirect or consequential losses including loss of profit or loss of reputation.
20.3. Nothing in these Terms shall exclude our liability for any statutory liability that cannot be excluded or amended by agreement between the parties.
20.4. SumUp does not warrant or shall be made liable for actions or omissions of any third party involved in the Services or for third parties advertising on our website.
20.5. We shall not be liable for any disruption or impairment of the Services or for disruptions or impairments of intermediary services under these Terms.
20.6. In any case we shall not be liable for any claims, proceedings, damages or losses in an amount exceeding the amount of the Fees collected by us for the provision of the Services to you during the last three (3) months preceding the occurrence of the event on which the eventual claim is based.
20.7. We shall not be made liable for any defects for third party hardware and other products that we may sell or include with the Services. The manufacturer, who is solely responsible for service and support, shall specify warranty and other terms for such hardware and products.
You will indemnify, defend and hold us and our employees, directors, agents, affiliates and representatives and our processors harmless from and against any and all claims, costs (including without limitation reasonable attorneys’ fees), losses and damages arising out of any claim, action, audit, investigation or other proceeding resulting from (i) your breach of any law, rule or regulation of any applicable jurisdiction or of any of the provisions of these Terms, of the Network Rules or of any other additional terms and conditions applicable to your Account; or (ii) your wrongful or improper use of the Services; or (iii) any Transaction submitted by you through the Services; or (iv) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; or (v) any other party’s access and/or use of the Services with your unique username, password or other appropriate security code.
22. Confidentiality & Privacy
22.1. You and us shall treat confidential information that you obtain from us or we obtain from you or from the Cardholder in connection with this agreement as confidential, and in particular not to allow third parties access to such confidential information. In particular, any operating and/or trade secrets of either you or us as well as any non-anonymous information on the Cardholder are confidential information. You and us are obliged to comply with applicable data protection regulation and to take adequate precautions against the unauthorised use of cards and Cardholders’ data. Such data may only be stored if and for so long as it is absolutely necessary.
22.2. If personal data of Cardholders is transferred back from us to you, you may only use such data to the extent required to control limits, to take anti-fraud measures or to avoid defaults, and not for other purposes such as profiling (e.g. evaluation of purchasing behaviour) or for sales and marketing activities, unless the Cardholder explicitly consents to such other use. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Cardholder. You must comply with all relevant data protection legislation.
23. Third Party Relations
We are not a party to the legal relationship between you and the Cardholder and we assume no liability whatsoever relating to the underlying purpose of any Transactions, including, but not limited to, the quality and nature of the goods and services you offer for sale, the sale price, discounts, warranty conditions, etc. You shall always present yourself as a separate entity from SumUp.
24. Term, Suspension, Termination
24.1. You may terminate and close your Account at any time. We may at any time suspend or terminate and close your Account for any or no reason at any time upon prior notice to you. We may also suspend or terminate and close your Account without prior notice if: (i) you breach any condition of these Terms or any other condition applicable to specific Services covered by separate terms and conditions, including, without limitation, the Network Rules; or (ii) you violate or we have reason to believe that you are in violation of any law or regulation that is applicable to your use of our Services; or (iii) we have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity; or (iv) you pose an unacceptable credit or fraud risk to us, or (v) if we reasonably believe that your Account has been compromised or for other security reasons.
24.2. If your Account is terminated or closed for any reason you shall: (i) continue to be bound by these Terms, (ii) immediately stop using the Services, (iii) acknowledge that the license to access and use the Services provided to you under these Terms shall end, (iv) accept that we reserve the right, but shall have no obligation, to delete all of your Account data stored on our servers, and (v) not make us liable to you or any third party for termination of the access to the Services or for deletion of your Account data.
24.3. Following the effective termination of your Account you shall immediately pay us all amounts owed by you under these Terms and we shall equally pay you all amounts owed by us under these Terms. Notwithstanding the aforementioned provision, we are entitled to withhold the Reserve until the Account is finally settled, including any potential Chargebacks, but in any case not exceeding thirteen (13) months after effective termination.
25.1. Written communication and notices from us to you will be sent by email to your specified email address or posted on our website. Such communication and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered.
25.2. For this purpose you shall at all times maintain at least one valid email address in your Account. We will not bear responsibility if the sole email address specified by you is not valid or if you have changed your email address but have not notified us of such change.
25.3. You are required to check for incoming messages regularly and frequently. Emails may contain links to further communication on our website. Where legislation requires us to provide information to you on a durable medium, we will either send you an email or send you a notification pointing you to information on our website in a way that enables you to retain the information in print format. You are required to keep copies of all communications we send or make available to you.
25.4. Apart from communicating via email, we reserve the right to contact you via letter or telephone, when appropriate. Any communication or notice sent by post will be deemed received three (3) Business Days from the date of posting for UK post or within five (5) Business Days of posting for international post.
25.5. We will set your preferred language based on the country you choose during the registration process and we will send you standard communications in your chosen language. For non-standard communication, we reserve the right to communicate with you in English language. Documents or communications in any other languages are for convenience only and shall not constitute an obligation on us to conduct any further communication in that language.
26. Intellectual Property Rights
26.1. Intellectual Property Rights (“IP Rights”) means any and all rights related directly or indirectly to the Services, the Terminals, the website, the internet domain names, all content, the technology related to the Services and all logos including, but not limited to, copyrights, moral rights, database rights, trademarks, name rights, utility models and design rights, patents, and all other exclusive and non-exclusive rights worldwide as may now exist or come into existence, are granted or transferred in the future.
26.2. We (or our licensors) are the exclusive owner of all IP Rights pertaining to the Services and nothing in these Terms shall be construed as transfer or concession of the IP Rights to you. You may not copy, imitate or use the IP Rights without our prior written consent.
26.3. We grant you a personal, limited, non-exclusive, revocable, non-transferable license (without the right to sublicense) to electronically access and use the Services for the purpose to accept Transactions.
26.4. Without our prior written consent, you shall not (i) transfer any rights granted to you under these Terms to a third party; (ii) provide any third party with the opportunity to use the Services (for rent, lease or otherwise); (iii) access or monitor any content, material or information on any SumUp system manually or by automated means such as robots, spiders, scrapers, etc.; (iv) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way content, material or information of SumUp; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; or (vi) use the Services for purposes different from the purpose allowed under these Terms.
26.5. You may generate and submit to us content as part of using the Services (“User Content”). You shall retain all rights in your User Content, subject to the rights you grant to us by accepting these Terms. For any User Content that you submit you acknowledge that you are the content owner or that you have permission from the copyright owner to upload the content and you grant us a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub licensable right to use and reproduce that content in any promotional activity and public display related to the Services or SumUp. You may delete User Content submitted by you through terminating your Account. You shall not submit User Content to the Services that: (i) is false, misleading, unlawful, obscene, indecent, pornographic, defamatory, libellous, threatening, harassing, hateful, abusive, or inflammatory; (ii) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (iii) breaches any duty towards or rights of any person or entity, including rights of publicity or privacy; (iv) contains corrupted data or any other harmful, disruptive, or destructive files; (v) advertises products or services competitive with SumUp’s or its partners’ products and services; or (vi) based on our own judgment prohibits any person or entity from using or enjoying the Services, or which may expose us to any harm or liability. Although we have no obligation to screen, edit, or monitor any User Content, we reserve the right to edit or delete any User Content at any time without notifying you. You acknowledge that by using the Services, you may be exposed to offensive, indecent, or objectionable User Content. We do not assume any responsibility or liability for any loss or damage to any of your User Content.
27.1. We have the right to amend these Terms at any time and to change, delete, discontinue or impose conditions on any aspect of the Services.
27.2. We will notify you of any proposed change to these Terms by sending an email to your primary email address registered with your Account or by notifying you from within the App.
27.3. The proposed change will come into effect two (2) months after the date of the change notice, unless you have given us notice that you object to the proposed changes before the changes come into effect. Changes that make these Terms more favourable to you will come into effect immediately if so stated in the change notice.
27.4. The latest version of the Terms shall be accessible on our website.
If any part of these Terms is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms, which shall continue to be valid and enforceable to the fullest extent permitted by law.
29.1. We shall be entitled to freely assign our rights and obligations under these Terms to any third party and your consent for such assignment shall be considered as granted by virtue of these Terms.
29.2. You may not assign any of your rights and obligations under these Terms to third parties without our prior written consent.
30.1. Any complaints about the Services shall be addressed to us in the first instance by contacting our customer service.
30.2. Any dispute arising out of or in connection with these Terms, including without limitation any disputes regarding its valid conclusion, existence, nullity, breach, termination or invalidity shall be finally referred to and resolved by the courts of England, except where prohibited by EU law. Before referring the dispute to court, you and us will endeavour to resolve the dispute by amicable negotiations.
31. Governing Law
Your Account is operating in England and these Terms shall be governed by and construed under and in accordance with English Law.