SumUp General Terms & Conditions

Introduction

The following terms and conditions (“Terms”) are a legal agreement between you (“you”, “your”) and SumUp Payments Pty Limited ACN 645 440 722 (“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”).

This agreement is separated into three 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 contains additional legal terms determining the legal relationship between you and us.

In order to use our Services you must fully accept these Terms together with our Privacy Policy and upon acceptance of these Terms, you confirm that you have read, understood and accepted our Privacy Policy.

Additional Terms are linked below 

• Invoicing Terms

PART ONE - The Services

1. General

1.1. Our Services are provided on a standalone basis to 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.

1.3. 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") at a frequency agreed with you. 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.

1.3.1. 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.

1.3.2. 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.

1.4. 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.

1.5. We provide you with a Transaction history and further analysis systems, if applicable.

1.6. We may at any time update or modify the Services with immediate effect without prior notification.

1.7. 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 may only open an Account to accept Transactions in relation to a single person or single entity.

2.3. 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. This identification name and the contact number may appear on the Cardholder’s credit or debit card statement.

2.4. When you have registered and signed up for an Account and accepted these Terms, we 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 make additional checks, including credit checks, and you shall assist us in that regard to the extent necessary.

2.5. The decision whether your identity has been properly verified according to section 2.4 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.

2.6. 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, in an account with other monies. This is for convenience only and our obligations to you are set out in full in this Agreement.

2.7. 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. If we close your Account, your funds will be handled according to applicable laws, including laws relating to unclaimed monies, and if permitted will 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. 

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 Australia. 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. If you are accepting these terms on behalf of an incorporated entity, you confirm that you have authority to bind the entity that will use our Services, and that entity accepts these terms.

3.3. By accepting these terms you also agree to comply with the network rules (“Network Rules”) as set forth by the organizations that provide cards and payment methods that SumUp accepts to facilitate payments to you including, but not limited to Visa, Mastercard and American Express (together, “Card Schemes”). The Network Rules may require you to enter into a separate agreement with one of our acquiring partners or the Card Schemes themselves depending on your volume of Transactions. If the Network Rules require you to enter into a separate agreement with one of our acquiring partners or the Card Schemes themselves, 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 You are not entitled to use our Services to obtain a payment on behalf of another person or entity.

3.5. Without explicit prior authorisation by us, you are not entitled to accept Transactions related to goods and/or services,  (i) 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; (ii) 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; (iii) that are related to gambling services, whether illegal or not, under any applicable laws; (iv) that are related to sex shops or pornographic entertainment (except for adult entertainment magazines); (v) that are related to weapons or illegal drugs or products; (vi) that are related to alcohol or tobacco to the extent that alcohol and tobacco represent the only products sold by your business; (vii) that we reasonably believe to be capable of damaging any of the Card Schemes' or our reputation; (viii) 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.

3.6. 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 AUD 300 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. In relation to Cardholders, 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 AUD 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 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.

5.7. 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.

5.8. 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.

5.9. 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 Australia) 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.

PART TWO - Payment Processing

7. Funds

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 1.4 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. Reserve

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 8.1, 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. Personal Property Securities Act 2009 (Cth) (PPSA)

9.1 If we determine that this Agreement is or contains a security interest for the purposes of the PPSA, you agree to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which we ask and consider necessary for the purposes of: (i) ensuring that the security interest is enforceable, perfected and otherwise effective; (ii) enabling us to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by us; or (iii) enabling us to exercise rights in connection with the security interest.

9.2 Everything you are required to do under this clause 9 is at your expense (in particular, but not limited to, preparing, registering and maintaining any financing statement or financing change statement as required by the PPSA). You agree to pay or reimburse our reasonable costs, charges and expenses in connection with anything you are required to do under this clause 9.

9.3 To the extent that the law permits, for the purposes of sections 115(1) and 115(7) of the PPSA: (i) we need not comply with sections 95, 118, 121(4), 125, 130, 132(d) or 132(4) of the PPSA; and (ii) sections 142 and 143 of the PPSA are excluded. For the purposes of section 115(7) of the PPSA, we need not comply with sections 132 and 137(3), and where we have rights in addition to those in Chapter 4 of the PPSA, those rights shall continue to apply.

9.4 You waive your right to receive any other notice or copies of any documents under the PPSA (including a copy of, or notice of, any verification statement confirming registration of a financing statement or a financing charge statement relating to any security interest created under, or provided for by, the Agreement) unless the notice is required by the PPSA and cannot be excluded.

9. Chargebacks

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.

11. Taxes

11.1. You shall be liable for determining, collecting, withholding, reporting and remitting to the appropriate tax authorities any and all taxes assessed, incurred, or required by law to be collected, paid, or withheld for any reason in connection with the use of our Services. If taxes are assessed, incurred, or required by law to be collected, paid or withheld in connection with the use of our Services, you shall pay an additional amount necessary to ensure that the net amount paid to us after deduction of or payment of that additional tax equals the amount we would have received had that additional tax not been payable or withheld. 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. If your business has a GST turnover of AUS$ 75,000 or above, you must be registered with the Australian Tax Authority and hold an Australian Business Number (ABN). 

11.2. If GST is payable in relation to a supply made by SumUp to you under or in connection with these Terms, the Fees or other amounts charged to you by SumUp will include an additional amount on account the GST payable in connection with that supply. SumUp will provide you with a tax invoice in respect of any taxable supplies it makes to you under or in connection with these Terms.  Words or expressions used in this clause have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Unless provided otherwise explicitly, any consideration payable under these Terms in relation to any supply is GST exclusive. In case GST is payable in respect of any supply made by SumUp under this agreement, then the recipient shall pay to the supplier an amount equal to the GST payable on that supply at the same time and in the same manner as they pay the consideration for the supplies provided under this agreement.

12. Anti Money Laundering and Sanctions

12.1. SumUp may delay, block, freeze or refuse Transactions where we have reasonable grounds to believe that they breach Australian law or sanctions (or the laws or sanctions of any other country). Where Transactions are delayed, blocked, frozen or refused, we any third parties we appoint in order to fulfil some or all of our obligations under these Terms are not liable for any loss suffered by you (including consequential and indirect loss) whatsoever as a result.

12.2. SumUp may from time to time require additional information from you to assist us in order to meet our anti-money laundering and counter-financing of terrorism obligations. This information may include "personal information as defined by the Privacy Act 1988 (Cth). If we request such information you must provide us with the information immediately, or at least within 24 hours of such a request.

12.3. Where legally obliged to do so or to otherwise assist in preventing unlawful activities, we may disclose the information gathered to regulatory and/or law enforcement agencies, banks or service providers who do things on behalf or to other third parties.

12.4. Where we have reasonable grounds to believe that a suspicious matter has arisen in relation to the Services, we are obliged to complete and render a report to the Australian Transaction Reports and Analysis Centre.  A suspicious matter includes any Transaction that we believe may be of relevance to the investigation or prosecution of any breach or attempted breach of Australian law (including laws related to money laundering, tax evasion, financing of terrorism or the proceeds of crime).

PART THREE - Additional Legal Terms

13. Our Liabilities

13.1. 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.

13.2. We shall not be liable for any indirect or consequential losses including loss of profit or loss of reputation.

13.3. Nothing in these Terms shall exclude our liability for any statutory liability that cannot be excluded or amended by agreement between the parties.

13.4. With the exception of any guarantees, conditions, rights or warranties that are implied or imposed by law in relation to the Agreement and may not legally be excluded, we give no guarantee, warranty or representation in respect of any Transaction or Terminals and all other terms, conditions or warranties whether expressed or implied are expressly excluded.

13.5. Where this agreement relates to the supply or hiring of goods (other than goods of a kind ordinarily acquired for personal, domestic or household use or consumption), then, to  the extent if any we may have any liability to you in respect of any consumer guarantee, that liability is limited at our option to: (i)  the replacement of the goods or supply of equivalent goods; (ii) the cost of repair of the goods; or (iii) the payment of the cost of replacing the goods or acquiring other equivalent goods. The provisions of this clause 20.5 do not apply if you establish that it is not fair and reasonable for us to rely on this clause.

13.6. 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.

13.7. We shall not be liable for any disruption or impairment of the Services or for disruptions or impairments of intermediary services under these Terms.

13.8. In any case, except to the extent this is not permitted by law and subject to clause 13.5, 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.

13.9. Except to the extent this is not permitted by law, 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.

14. Indemnification

14.1. Except to the extent this is not permitted by law, 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. 

14.2. The indemnities you give under this agreement do not extend to: (i) any liabilities, loss (including loss of bargain or profits), damages, costs, duties and tax that we suffer or incur to the extent that it is caused by any fraud, wilful misconduct or negligence by us, our employees, our agents or receivers appointed by us over any secured property; and (ii) any liabilities, loss (including loss of bargain or profits), damages, costs, duties and tax that are not suffered or incurred reasonably by us, our employees, our agents or receivers appointed by us over any secured property.

15. Confidentiality & Privacy

15.1. 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.

15.2. 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.

16.3. SumUp will collect and use information about you during the course of your relationship with us. For more detailed information about how we collect, use and protect your data can be found in our Privacy Policy on our website.

17.4. If you are a corporation, you agree to obtain the consent of all individuals undertaking tasks on your behalf under this Agreement for SumUp to collect, use and disclose their personal information as provided in our Privacy Policy. If you are an individual, you consent to SumUp's collection, use and disclosure of your personal information as provided in our Privacy Policy.

18.5. You must let SumUp know when information you have provided SumUp has changed.

19. 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.

20. Term, Suspension, Termination

20.1. 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.

20.2. 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.

20.3. 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.

21. Communication

21.1. 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.

21.2. 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.

21.3. 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.

21.4. 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 or within five (5) Business Days of posting for international post.

21.5. 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.

22. Intellectual Property Rights

22.1. 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.

22.2. 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.

22.3. 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.

22.4. 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.

22.5. 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.

23. Amendments

23.1. Acting reasonably and to the extent reasonably necessary to protect our legitimate business interests, we may amend these Terms at any time and to change, delete, discontinue or impose conditions on any aspect of the Services.

23.2. 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.

23.3. 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.

23.4. The latest version of the Terms shall be accessible on our website.

24. Severability

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.

25. Assignment

25.1. We shall be entitled to freely assign our rights and obligations under these Terms to any third party without your consent.

25.2. You may not assign any of your rights and obligations under these Terms to third parties without our prior written consent.

26. Disputes

26.1. Any complaints about the Services shall be addressed to us in the first instance by contacting our customer service.

27.2. 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 New South Wales, except where prohibited by law. Before referring the dispute to court, you and us will endeavour to resolve the dispute by amicable negotiations.

28. Governing Law

This agreement will be governed by and construed in accordance with the law in the State of New South Wales.