PART TWO - Payment Processing
6.1. 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.
6.2. 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.
6.3. 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.
6.4. We will not make any Payouts of funds related to transactions that have not yet been received by us from the designated financial institutions.
6.5. 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.
7.1. 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.
7.2. 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.
7.3. 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.
8.1. 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”).
8.2. 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.
8.3. 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.
8.4. 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.
- Refunds and Returns
9.1. 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.
9.2. 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.
9.3. The amount of the refund must include any and all taxes required to be refunded and cannot exceed the amount of the original Transaction.
9.4. 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.
9.5. 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.
9.6. 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 - Additional Legal Terms
- Our Liabilities
11.1. 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.
11.2. We shall not be liable for any indirect or consequential losses including loss of profit or loss of reputation.
11.3. Nothing in these Terms shall exclude our liability for any statutory liability that cannot be excluded or amended by agreement between the parties.
11.4. 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.
11.5. We shall not be liable for any disruption or impairment of the Services or for disruptions or impairments of intermediary services under these Terms.
11.6. 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.
11.7. 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.
- Confidentiality & Privacy
13.1. 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.
13.2. 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.
- 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.
- Term, Suspension, Termination
15.1. 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.
15.2. 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.
15.3. 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.
16.1. 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.
16.2. 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.
16.3. 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.
16.4. 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.
16.5. 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.
- Intellectual Property Rights
17.1. 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.
17.2. 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.
17.3. 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.
17.4. 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.
17.5. 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.
18.1. 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.
18.2. 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.
18.3. 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.
18.4. 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.
20.1. 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.
20.2. You may not assign any of your rights and obligations under these Terms to third parties without our prior written consent.
21.1. Any complaints about the Services shall be addressed to us in the first instance by contacting our customer service.
21.2. 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.
- Governing Law
Your Account is operating in England and these Terms shall be governed by and construed under and in accordance with English Law.