The following terms and conditions (“Terms”) are a legal agreement between you (“you”, “your”) and SumUp, Inc. (“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 Inc. is a corporation with limited liability incorporated in Delaware, with its registered office at 1209 Orange Street, Wilmington, Newcastle 19801, USA.
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 SumUp.
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. 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 through a Terminal provided by us. When you accept Transactions using one of our Terminals, the Terminal will be used to process and authorize Transactions between the payment card and our servers. The services only allow for card present processing.
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.
1.5. 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 fulfill 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. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate the Services of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements. 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.
2.6. Funds owed to you by us will be paid out to a valid bank account designated by you in your Account.
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. 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 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 either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate. The Services may only be used for business purposes in the fifty states of the United States of America. You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law.
3.3. 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.
3.4. 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 Networks require that you comply with all applicable bylaws, rules, and regulations (“Network Rules”)and may force termination or limitation of this agreement at any time.
3.5. The Networks amend their rules and regulations from time to time. SumUp may be required to change this Agreement in connection with amendments to the Network Rules. The Networks may, at their sole discretion, limited or terminate the Services.
3.6. The Network Rules may require that some of our Yous 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 You 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.
3.7. Without explicit prior authorization by us, you are not entitled to accept Transactions, related to goods and/or services, including, but not limited to, (i) goods 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; (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 related to Money Laundering and Terrorism Financing; (x) 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 in our help center.
Detailed list of prohibited merchants listed below.
List of merchants requiring pre-approval:
•Age Restricted Products or Services
•Any Submerchant where the anticipated % of International Card Sales is expected to be greater than 20% of total sales
•Bail Bond Services or Bankruptcy Lawyers
•Career Placement or Advice Center submerchants
•Crowd Sourced Fundraising, as defined by Worldpayfrom time to time, except however, Crowd Sourced Fundraising shall not be allowed for the purchase of stock or equity, a promise made to deliver a good or service in the future, or if there is any consideration in return for the payment or donation
•Delayed Delivery Merchants where the good or service the merchant is providing the cardholder is not shipped, delivered or fulfilled when the card transaction is processed but is to occur at a future date
•Online Personal Computer Technical Support (not Direct Marketed in nature)
•Personal Enhancement Products and/or Nutraceuticals where there is not any consumer present retail option
•Shipping or Forwarding Brokers
•Solar Panel Companies
•Travel Agencies or Tour Operators except however those Agencies or Operators servicing Sanctioned locations (Cuba, Iran, North Korea, Sudan, Syria) are prohibited.
List of restricted businesses:
•Any product, service or activity that is deceptive, unfair, predatory or prohibited by one or more Card Brands
•Any Merchant selling goods or services that represent a violation of any law, statute or regulation
•Any Merchant operating outside the United States
•Any Merchant or submerchant submitting sales for payment that resulted from another commercial entity providing goods or services to the cardholder, including those businesses that may otherwise qualify themselves as a Payment Facilitator
•Any Merchant selling products that infringe on the intellectual property rights of others, including counterfeit goods or any product or service that infringes on the copyright, trademark or trade secrets of any third party, such as many Cyberlockers
•Any Merchant accepting a card as payment fora dishonored check or for an item deemed uncollectible by another merchant
•Any Merchant that accepts a card at a scrip-dispensing terminal
•Adult entertainment, adult retail stores, and/or adult content websites including Electronic Commerce adult content(videotext) merchants that may include MCCs 5967, 7273 and 7841
•Auto Dealerships, new and used when accepting loan payments (loan payments on a Visa branded Credit Card are Prohibited)
•Bidding Fee Auctions including Penny Auctions
•Brand or Reputational damaging, potential or otherwise, activities including Child Pornography, Escort Services, Mail Order Brides, Occult
•Commodity Trading or Security Trading
•Credit Counseling or Credit Repair Services
•Credit Protection or Identity Theft Protection Services
•Cryptocurrencies (Bitcoin, Ethereum, etc.)
•Currency Exchanges or Dealers
•Debt Elimination, Debt Reduction or Debt Consulting Services
•Digital Wallet or Prepaid Companies
•Direct Marketing: Continuity or Subscription services or merchants including MCC 5968 and 5969
•Direct Marketing-Travel Related Arrangement Services including MCC 5962
•Direct Marketing-Inbound Telemarketing including videotext services and MCC 5967
•Discount Buying Memberships/Clubs
•Discount Medical or Dental plans including Discount Insurance
•Discount Coupon Merchants or Online Sites
•Distressed Property Sales and/or Marketing
•CNP Tobacco, e-Cigarettes and “Vape” supplies and accessories
•Firearms and weapons including Ammunition, Silencers, Components and Suppressors
•Gambling Activities and Establishments including MCC 7995, lotteries, internet gaming, daily fantasy sports, contests, sweepstakes, “special incentives,” or offering of prizes as an inducement to purchase goods or services
•High interest rate non-bank consumer lendingwith an APR >30%including, but not limited to, payday lending and titleloans
•Internet/Mail Order Pharmacies
•Investment or “get rich quick” merchants, businesses or programs and inclusive of Brokers and Dealers
•Loan payments conducted on a Visa-branded credit card
•Marijuana dispensaries and related products or services that contain CBDs or provide access to CBDs
•Money Transfer, Wire Transfers, Money Orders, Transmitters, and Check Cashing including merchants required to be registered as Money Service Business
•Multi-Level Marketing Businesses
•“Negative option” marketing, renewal, or continuity subscription practices; marketing activities involving low-dollar trails, “pay only for shipping,” and/or “free trial” periods after which a credit card is charged periodically and/or a significantly larger amount
•Outbound Telemarketers and Telecom merchants within MCCs 4814, 4816, and 5966
•Prepaid Phone Cards
•Prepaid Phone Services
•Psychics and “occult” businesses
•Quasi-Cash or Stored Value
•Real Estate Flipping
•Sale of Mobile Minutes
•Selling or Sales of Social Media Activity
•Sports Forecasting or Odds Making
•Substances designed to mimic illegal drugs
•Timeshares, including resale’s and related marketing
•Transacting Virtual Currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
•Tribal Entities (ie: American Indian Tribes)
3.8. You may not carry out payment transactions with Cards belonging to you or registered in your name.
3.9. 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 authorize, 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 $200 in case we apply any of the above.
3.10 In accordance with the network rules, you agree to the following prohibitions; (i) You must not require a Cardholder to complete a postcard or similar device that includes the Cardholder’s Account Number, Card expiration date, signature, or any other Card account data in plain view when mailed. (ii) You must not add any tax to Transactions, unless applicable law expressly requires that you be permitted to impose a tax. Any tax amount, if allowed, must be included in the Transaction amount and not collected separately. (iii) You must not request or use an Account Number for any purpose other than as payment for its goods or services. (iv) You must not disburse funds in the form of travelers cheques, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from you. (v) You must not disburse funds in the form of cash, unless dispensing funds in the form of travelers cheque, TravelMoney cards, or foreign currency. In this case, the Transaction amount is limited to the value of the travelers cheques, TravelMoney cards, or foreign currency. Pluse any commission or fee charged by the you. (vi) You must not enter into interchange any Transaction Receipt for a Transaction that was previously charged back to the Acquirer and subsequently returned to you, irrespective of Cardholder approval. You may pursue payment from the customer outside the system (vii) You must not accept a Visa Consumer Credit Card or Commercial Visa Product, issues by a U.S. Issuer, to collect or refinance an existing debt. (viii) You must not accept a Card to collect or refinance an existing debit that has been deemed uncollectable by you providing the associated goods or services. (ix) You must not enter into interchange a transaction that represents collection of a dishonored check.
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 several Terminals for any additional Account 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 through your installed version of the App.
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 $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 unauthorized 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 authorization you have to notify us immediately and/or change your login password via our website. We will take reasonable actions to prevent unauthorized 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 public holidays or other public holidays in the U.S.A) 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
6.1. For the purpose of these Terms, you explicitly authorize 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 authorization 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. We will not make any Payouts of funds related to transactions that have not yet been received by us from the designated financial institutions.
6.4. 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 favor 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 authorize 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 authorized or we have any reason to believe that the Transaction was not authorized, 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 favor 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.
8.5 If SumUp determines that there has been any suspicious activity, misconduct or fraud relating to any activity on your Account, which has caused any direct or indirect loss to SumUp, SumUp may at its sole discretion reclaim by clawback any funds lost as a result of any chargebacks or the cancellation of any outstanding orders. This applies for the three-year period following the date that SumUp firstly becomes aware of such loss occurrence.
9. 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 authorized 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.
10.1. You shall be liable for determining, collecting, withholding, reporting and remitting to the appropriate tax authorities any and all taxes assessed, incurred, or required 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 authorized but not obligated to report your Account details and history of Transactions to the relevant authorities. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. SumUp specifically disclaims any liability for Taxes.
10.2. You will not add any tax to Transactions, unless applicable law expressly requires you to impose a tax. Any tax amount, if required, must be included in the Transaction amount and not collected separately.
PART THREE - Additional Legal Terms
11. 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.
12. Indemnification 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.
13. 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 unauthorized 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 behavior) 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.
14. 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.
15. 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.
17. 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 favorable 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 department.
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 Delaware, except where prohibited by Federal law. Before referring the dispute to court, both parties endeavor to resolve any dispute by amicable negotiations.
22. Governing Law
This Agreement will be governed by Delaware law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Delaware, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.