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SumUp Independent Sales Consultant Terms & Conditions

These Terms and Conditions (the “Terms”) are between SumUp, Inc. (“SumUp”) and each applicable independent consultant (as defined below) , Sub-consultants, its employees, agents and contractors (“Consultant”, “you”, “your”) and govern your participation in SumUp’s Independent Sales Consultant program within the United States (the “Program”). If you are participating in the Program on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms, and that business accepts these Terms.

By clicking on “Send” or “Submit”, you acknowledge that you’ve read the Terms & Conditions of the SumUp Consultant program in full, accept them and submit your application by clicking-through on the aforementioned button.

Each is also referred to as "Party" and together as "Parties".

WHEREAS 

SumUp, Inc. is a leading mobile point-of-sale (mPOS) payment processing company in the U.S. providing solutions that allow small merchants to accept card payments, in a simple, secure and cost-effective way.

 

Consultant wishes to sell and promote designated products and services of SumUp as agreed between the parties for the period and on the terms and conditions set forth herein.

 

Consultant acknowledges that as a referral party in the payment ecosystem, certain background queries are required to validate personal information like address, social security number, date of birth and bank account ownership, for example.   Acceptance of this document grants permission to SumUp to perform these normal and customary queries.   

After receiving your application, we will review your application and notify you whether or not you are accepted into the Program. Please allow up to 48 hours for your application to be reviewed. We reserve the right to reject any application at our sole discretion, however we encourage you to contact us if you feel the decision is incorrect. We may rescind our approval and revoke your acceptance into the Program at any time.   

The Parties hereby agree on the following:

1. Subject of the Terms

 

1.1 SumUp hereby appoints, and the Consultant hereby accepts the non-assignable, non-exclusive right to conduct sales initiatives as described herein below (“Referral Initiatives”)  and actively promote the services and products of SumUp for payment acceptance.  The Parties shall mutually agree on the products (“SumUp Hardware”) that Consultant shall be entitled to include in its Referral Initiatives.  As a consideration for each successful sale of a SumUp Hardware, or activation of other services the Consultant may receive residuals under the terms and conditions of these Terms.

 

1.2 Consultant shall actively promote SumUp services, as defined in SumUp’s Terms and Conditions, and the SumUp Hardware, by undertaking Referral Initiatives that may include but are not limited to:

  1. contacting the respective merchants and getting them acquainted with SumUp’s operating frameworks and policies; 

  2. using its best efforts to promote and sell SumUp Hardware to merchants and to maintain good relationships with them; 

  3. researching the market and indicating to SumUp suitable opportunities for entering into contracts with merchants.

 

1.3 In performing the Referral Initiatives, the Consultant shall:

  1. use all reasonable endeavours to preserve the good name and reputation of SumUp;

  2. sell SumUp Hardware within established guidelines and cooperate fully with SumUp in marketing SumUp Hardware;

  3. not make any express or implied representation, guarantee, or warranty with respect to any SumUp Hardware product which would be contrary to or inconsistent with SumUp’s limited warranty accompanying the respective product; 

  4. assume all sales and marketing expenses, if any; and

  5. comply with SumUp’s reasonable written instructions concerning the use of SumUp’s logo and trademarks.

  6. Maintain compliance with SumUp Code of Conduct and Card Scheme rules   

 

1.4 At SumUp’s request, the Consultant shall without delay provide detailed information regarding applicable Referral Initiatives.

 

1.5 Consultant may only perform the Referral Initiatives in the United States of America (“Territory”). Additional Territories may be added via written addendum to these Terms.

1.6. Consultant shall be entitled to sell the SumUp Hardware and services to Referred Merchants either directly on its behalf, or by merely facilitating the execution of sale contract between the Referred Merchant (without the Consultant being entitled to conclude contracts on behalf of SumUp), as described in detail on the Sales Consultant Program Page made available to the Consultant. The Consultant commits to comply with the requirements of the Sales Consultant Program.

2. Referred Merchant 

 

2.1. As a merchant who is successfully acquired by the Consultant (“Referred Merchant”) shall be considered a new merchant who cumulatively:

 

  1. is acquired to SumUp by the Consultant and has purchased SumUp hardware as result of the Referral Initiatives, as evidenced and tracked through dedicated landing pages and/or SumUp Device Serial Number;

  2. is registered as a SumUp user and has accepted the SumUp terms and conditions, published on the official website of SumUp (“Terms and Conditions”) creating a SumUp Account (“SumUp Account”), during the term of validity of these Terms, and

  3. has reached 1 successful (captured) transaction using the SumUp’s production platform (“Platform”). 

 

Consultant acknowledges that as a regulated provider of services, SumUp is entitled to allow or reject, at its sole discretion, the creation of a SumUp Account by any merchant, subject to SumUp’s verification and identification processes under the Terms and Conditions. SumUp has no liability against the Consultant for merchants who buy SumUp hardware as a result of the Referral Initiatives, but are not eligible to create SumUp Account pursuant to the requirements of the Terms and Conditions. 

 

2.2 The Consultant shall supply the Referred Merchants with SumUp hardware of such specific type which is offered by SumUp at the time of the supply (”SumUp Hardware”), and SumUp will provide its services to the Referred Merchants as per its Terms and Conditions. 

 

2.3 A Referred Merchant is to be considered an Active Merchant (“Active Merchant”), once the transaction processing volume defined on the Sales Consultant Program Page has been achieved

3. Residuals

 

3.1 SumUp hereby undertakes to pay the Consultant residuals as defined below for the Referral Initiatives conducted by the Consultant.

 

3.2 SumUp shall pay the Consultant residuals for Referred Merchants who purchase SumUp Hardware or services, and who perform a minimum threshold of monthly transaction processing volume monthly, subject to clause 3.1. above (“Residuals”). The Residual is composed of two parts; A One-Time Payout, which will apply once a defined Activation Processing Volume Threshold has been surpassed and an On-Going Residual payout, that will apply for 12 months, or through the end of life of the merchant, whichever occurs  first. The Residuals shall be at the amount stated on Sales Consultant Program Page (as made available and initiated by the Consultant) per paid unit of SumUp Hardware and activated SumUp Account. The Residuals are subject to changes, however, SumUp undertakes to notify the Consultant of any such changes with no fewer than 3 days notice. The obligation of SumUp to pay Residuals shall exist until termination of the Terms between SumUp and the Consultant. 

 

3.3 SumUp shall have the right, at its sole discretion, to offset from the Residuals payments payable hereunder any amount that the Consultant owes to SumUp, without the consent of the Consultant.

4. Payment Terms 

 

4.1 SumUp shall send the Consultant monthly reports (“Report”), showing the number of the Referred Merchants with newly activated SumUp Accounts for the respective period. Based on the Reports, SumUp shall track and unilaterally determine in good faith the amount of the Residuals due for the respective period. SumUp will unilaterally provide the form “SumUp Consultants Payout Form” to Consultant, after Consultant successfully referred his/her first Referred Merchant. The Consultant shall allow SumUp to issue self-billing invoices to SumUp, in the name of Consultant, in order to pay out the Residuals according to Consultant’s preferred method of payment selected in “SumUp Consultants Payout Form”. All reports shall be applicable to SumUp’s quality assurance process to maintain the highest standard level.

 

4.2 Based on the amount of the Residuals in the Report, SumUp shall pay the Residuals stated on the Report not later than the 25th of the month for the previous month’s activity, based on Consultant’s preferred method of payment selected in “SumUp Consultants Payout Form”.

 

4.3 The Residuals due by SumUp does not include VAT or any other taxes or duties. Any tax that may be due by the Consultant to the extent applied by law shall be borne by the Consultant.

 5. Warranty and return policy

SumUp Hardware will have a 1 year warranty the term of which will commence from the date of purchase of the SumUp Hardware by a customer from the Consultant. Returns of used (no customer caused damages) SumUp Hardware can be made to SumUp only in case of confirmed by SumUp defects. Consultant must contact SumUp at logistics@sumup.com to request a RMA number and send the defective SumUp Hardware with the return label provided to the address specified by SumUp, referencing the RMA number. SumUp shall test the defective SumUp Hardware, and if confirms their defects, a full credit note will be issued and sent to the Consultant within 30 working days of receipt.

 

6. Marketing 

6.1. Consultant shall use SumUp’s company name, logo and/or trademarks during the term of these Terms only within the Territory and solely for the purpose of performing Referral Initiatives and other obligations under these Terms, except as may be otherwise permitted in writing by SumUp, for no other purpose whatsoever. Consultant agrees to comply with all instructions issued by SumUp (if any) relating to the form and manner in which SumUp’s company name, logo and trademarks shall be used, and shall immediately cease using them if SumUp requests so in writing.

6.2. Any advertising and/or sales materials used by Consultant for the purposes of the Referral Initiatives shall be in compliance with SumUp and Card Scheme requirements, as advised to the Consultant by SumUp from time to time. Consultant agrees to stop or suspend any marketing activities immediately if necessary to ensure compliance with SumUp’s legal, regulatory or Card Scheme obligations, or if SumUp requests so in writing. Consultant shall forward to SumUp copies or samples of all advertisements, promotions and website features used as part of the Referral Initiatives for its prior approval and Consultant agrees to withdraw any advertisements, promotions or website features which are considered unsuitable or non-compliant by SumUp.

6.3 In performing its duties hereunder, Consultant agrees not to make any representation or give any warranty with respect to SumUp’s services or hardware other than those contained in any current online and offline websites, brochures, leaflets or other printed matters, which may be issued from time to time by SumUp. In the event that Consultant does make any representation or warranty in violation of the foregoing, then Consultant agrees to indemnify and save SumUp harmless from any claims, direct damages, or losses of any nature or kind whatsoever suffered or incurred by SumUp, arising out of or in any way connected with any such representation or warranty.

7. Intellectual Property. Confidentiality 

7.1 Consultant recognizes and acknowledges that all intellectual rights of whatever nature relating to SumUp’s products, services and branding are the property of the SumUp or of suppliers to the SumUp and not of the Consultant. Consultant undertakes not to use any intellectual property rights relating to any products, services or branding of SumUp other than for the purpose of the Referral Initiatives. Consultant shall indemnify the SumUp against any and all third party claims for the infringement of intellectual property or unfair competition or trade practices or on similar grounds if the Consultant breaches any of its obligations under this clause.

 

7.2 As used herein “Confidential Information” means all confidential information disclosed by SumUp to Consultant in relation to these Terms. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to SumUp or (ii) was known to the Consultant prior to its disclosure by SumUp without breach of any obligation by the Consultant. Consultant shall: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of these Terms, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information to its employees, contractors and agents. The Consultant may disclose Confidential Information if required to do so under any law, rule or regulation, subpoena or legal process. 

8. Termination 

If the Parties do not agree otherwise in writing, the Terms shall remain in force until terminated by either Party with one [1] month prior written notice for termination to the other Party terminate the Terms.

 

Each Party shall have the right to terminate the Terms at any time with immediate effect, in case: (a) of a material breach by the other Party; or (b) if the other Party is a subject of a bankruptcy order or has become insolvent.

 

Upon termination of the Terms, all rights and benefits granted by these Terms to Consultant shall revert to SumUp, and Consultant shall cease to use any of SumUp’s Company name, logo and/or trademarks, as well as to promote the products and services of SumUp or refer merchants to SumUp. 

 

In case of termination of the Terms, Consultant shall return to SumUp the Consultant’s entire inventory of SumUp Hardware in saleable condition for full credit within the Notice Period, or within 30 days as of the termination with immediate effect, as the case may be. 

9. Miscellaneous

Non-exclusive Terms: For the avoidance of doubt, nothing in these Terms requires either SumUp or the Consultant to deal with each other on an exclusive basis and neither Party shall be restricted in any way from entering into the same or similar relationships with other parties, unless the Parties explicitly agree otherwise in writing.

 

Indemnification: SumUp and Consultant agree to defend, indemnify and hold harmless each other and their respective affiliates against any claims, losses and direct damages arising out of or related to their acts, omissions or misrepresentations, or their breach of any of the provisions of these Terms, regardless of the form of action. In no event shall either Party be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit).

 

Governing law and jurisdiction: These Terms shall be governed and construed in all respects according to the laws of Colorado, United States of America. All disputes arising out of or in connection with these Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

 

Amendments and Notices: No amendment or variation to these Terms shall be effective unless it is made by a written instrument which expressly purports to amend these Terms and is executed by or on behalf of each Party. All notices between the Parties shall be in writing and shall be sent to the address or the e-mail address of each Party set out above.

 

Assignment: SumUp is entitled to assign any of its rights and obligations under these Terms to another company within SumUp’s corporate group.  

 

Power to contract: Each Party hereby warrants and represents that it has and will maintain full power and authority to enter into and perform its obligations under these Terms.

 

No obligation to enter into further agreements: SumUp shall not be in any way obliged to enter into an agreement with merchant referred by the Consultant and the decision whether or not to do so shall remain at SumUp’s sole discretion.

 

No partnership: The Parties acknowledge that they are independent contractors. Both Parties declare that they have no intention, for any purpose whatsoever, to form a corporate, corporate-like or other partnership. Consultant serves under these Terms as an independent sales Consultant without power to bind, act for, or obligate SumUp, whether by expression, implication, or in any other manner whatsoever; nor shall Consultant under any circumstances be deemed an employee of SumUp.

 

Severability: All the provisions of these Terms are distinct and severable. Should parts of the Terms be or become void, ineffective or unenforceable for any other reason, the validity of the remaining provisions shall not be affected. Accordingly, the Parties shall interpret and perform the Terms to the effect that the purpose intended with the void or legally ineffective parts will nonetheless be achieved as far as legally possible.

 

Notification: The Parties shall notify each other immediately about any circumstances, incidents or findings that could seriously put at risk or prevent compliance with its duties under these Terms. All notices shall be in writing and shall be sent to the address or the email address of each Party set out above.

 

 

Parties agree to the Terms stated in this Sales Consultant Terms.