Terms and Conditions

Last updated: October 30th 2020

Introduction

The following terms and conditions (“Terms”) are a legal agreement between you (“you”, “your”) and SumUp EU Payments UAB (“SumUp”, “we”, “our” or “us”) which governs your use of our electronic money wallet and related payment services and our mobile application (“App”) (together, the “Services”). 

SumUp EU Payments UAB is a company with limited liability incorporated in Lithuania with its registered number 305074395 and with its registered office at Upės str. 23, 08128 Vilnius, Lithuania. 

SumUp EU Payments UAB is authorised by the Bank of Lithuania as an Electronic Money Institution (license No 56, issued on 27th of August 2019). The Electronic Money Institution license issued to SumUp is published in the official website of the Bank of Lithuania and may be found following the below links: 

In English: https://www.lb.lt/en/frd/view_license?id=1879

In Lithuanian: https://www.lb.lt/lt/frd-licencijos/view_license?id=1879

SumUp is included in the public list “Electronic Money Institutions holding an electronic money institution license” managed by the Bank of Lithuania which is published in the Bank of Lithuania’s official website. The list may be found following the link: https://www.lb.lt/en/sfi-financial-market-participants?ff=1&market=1&type%5B%5D=7&business_form%5B%5D=32  

SumUp activities are supervised by the Bank of Lithuania, which is located at Gedimino avenue 6, LT-01103, Vilnius, the Republic of Lithuania, telephone no. +370 800 50 500. Further details of the Bank of Lithuania are available at its official website: https://www.lb.lt/en/.   

SumUp may be contacted via email: [email protected] 

This agreement is separated into four parts: Part One describes the main terms governing the SumUp Account. Part Two describes all of the terms relating to our Wallet Services. Part Three contains additional legal terms determining the legal relationship between you and us. Part Four provides explanations for the definitions and abbreviations used in the Terms.

You are hereby notified of the exemption of Article 3(7) of the Law on Payments of the Republic of Lithuania allowing SumUp, as the payment service provider, and you, as a payment service user which is not a consumer, to deviate from provisions of Section III (including Article 13, listing requirements for the framework agreement between the payment service provider and payment service user), Articles 4(1), 4(2), 4(3), 11(1), 11(2), 11(5), 29(3), 36 (to the extent the term for notifying about unauthorised or improperly executed Payment Transactions is concerned), 37, 39, 41, 44, 51, 52 of the Law on Payments of the Republic of Lithuania. You are hereby notified and by accepting these Terms you confirm your understanding that these Terms might in certain cases deviate from the mentioned provisions of the law, including that the contents of these Terms may be narrower than required under Article 13 of the Law on Payments of the Republic of Lithuania, and agree to be bound by these Terms as they are below worded, including any such deviations.

In order to use our Services, you must fully accept these Terms together with our Privacy Policy. 

Ticking a box confirming your understanding and acceptance of these Terms serves as a proof that you confirm and undertake to comply with all clauses of these Terms. 

Upon acceptance of these Terms, you also confirm that you have read, understood and accepted our Privacy Policy.

These Terms are prepared in the English language, and by accepting these Terms you confirm that you understand this language, do not have any objections for this language being used as a language of contractual relations between you and us and agree to be bound by these Terms in the language that they are drafted in.

PART ONE – SumUp Account

1 General

1.1 Our obligations under these Terms are limited to providing you with an Account, Wallet 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.

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

1.3 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 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. 

2.2 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.

2.3 By accepting these Terms, you confirm that you are a natural person or legal entity acting only in your own commercial or professional capacity and at the time of signing these Terms are duly authorised to conduct business in one or more of the countries supported by us (“Territories”). We provide and will update from time to time a list of the Territories on our website. If you are a natural person, you must be eighteen (18) years or older to use the Services. We may require at any time that you provide evidence of your age.

2.4 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. 

2.5 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-terrorist 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.

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

2.7 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 / business or any other change of ownership, any change of the legal form or name of your company / business, changes of the address or bank account details, 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.

2.8 Your Account will be registered on one of our servers. We will hold an amount equal to any amounts owed to you by us separated from our own funds, but together with the amounts held on behalf of other Accounts, in a segregated bank account in accordance with our regulatory obligations.

2.9 You acknowledge that you are solely responsible to ensure that your Account login details are kept secure from any other person and that there is no unauthorised use of your Account 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 at the contact details indicated in section 10.3 below and/or change your login details via our App. We will take reasonable actions to prevent unauthorised use of your data once we receive such notification.

2.10 We will provide you with access to on-going Account statements free of charge. By accepting these Terms, you request and agree that we make Account statements 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. We may set a maximum time period to be covered in Account statements.

2.11 You must promptly review any Account statements provided by us as well as the Payment Transactions, paid or charged to your Wallet. 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 in Lithuania) 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 Payment Transactions and other data related to your Account and your use of the Services.

2.12 If there is no activity in your SumUp Account for twelve (12) months, 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 by our email address indicated in the introductory part of these Terms 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.

PART THREE - Additional Legal Terms

12 Our Liabilities

12.1 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, any force majeure events or your breach of these Terms or any applicable legal and regulatory requirements.

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

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

12.4 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.

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

12.6 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.

12.7 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.

13 Indemnification

13.1 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 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 Payment 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 credentials.

14 Deduction and Set-Off 

14.1 You are hereby notified and agree that we shall be entitled to deduct funds from your Wallet and reduce the balance of your Wallet in order to:

14.1.1 Execute your Payment Orders and perform Payment Transactions;

14.1.2 Cover Fees for the Payment Transactions as well as other Fees in relation to your use of the Services as per the Fee Schedule;

14.1.3 Cover any other payment obligations of you to us under these Terms (set-off).

15 Confidentiality & Privacy

15.1 You and us shall treat confidential information that you obtain from us or we obtain from you in connection with these Terms as confidential, and in particular shall not allow third parties access to such confidential information. In particular, any operating and/or trade secrets of either you or us are confidential information. 

15.2 More detailed information about how we collect, use and protect your data can be found in our Privacy Policy on our website.

16 Taxes

16.1 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 authorised but not obligated to report your Account details and history of Payment Transactions to the relevant authorities.

17 Term, Suspension, Termination

17.1 These Terms are of indefinite duration. You may terminate and close your Account at any time by written notice to us. 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; 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, terrorist 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 (including linked Wallet) has been compromised or for other security reasons.

17.2 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.

17.3 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.

17.4 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. 

18 Communication

18.1 Written communication and notices from us to you will be sent by email to your specified email address. Such communication and notices are considered received by you within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered.

18.2 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.

18.3 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.

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

18.5 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 and you agree that we will 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.

19 Intellectual Property Rights

19.1 Intellectual property rights (“IP Rights”) mean any and all rights related directly or indirectly to the Services, 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.

19.2 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.

19.3 We grant you a personal, limited, non-exclusive, revocable, non-transferable license (without the right to sublicense) to electronically access and use the Services.

19.4 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.

19.5 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.

20 Amendments

20.1 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.

20.2 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.

20.3 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 are required by law or relates to extra functionality to the existing Service, a reduction in the cost of the Services or any other change which neither reduces your rights nor increases your responsibilities will come into effect immediately if so stated in the change notice.

20.4 The latest version of the Terms shall be accessible on our website. You shall have a right to request us to provide you with a copy of these Terms any time.

21 Severability

21.1 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.

22 Assignment

22.1 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.

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

23 Disputes

23.1 Any complaints about the Services shall be addressed to us in the first instance by contacting our customer service at [email protected]. We will respond to your complaint in writing or using another durable medium within 15 (fifteen) Business Days after the receipt of complaint. In exceptional cases, due to reasons which are beyond our control, we may send you a preliminary response by indicating reasons for delay and the term by which you will receive our final response. In any case the term for provision of final response will not exceed 35 (thirty-five) Business Days after the receipt of complaint. Handling of complaints is free of charge. Should you not be satisfied with our final response, or should we fail to respond to you, you always have a right to apply to the Bank of Lithuania as per section 23.2below or the competent court as per section 23.3below.

23.2 You may address the Bank of Lithuania with a request to protect your rights and legitimate interests which you consider to have been violated. Such complaints may be submitted in writing or by electronic means at the following addresses: (i) Totorių g. 4, LT-01121 Vilnius, [email protected], and/or (ii) Žalgirio g. 90, Vilnius, e-mail: [email protected]). Complaints must be submitted in Lithuanian or English languages.

23.3 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 the Republic of Lithuania, except where prohibited by EU law. Before referring the dispute to court, you and us will endeavour to resolve the dispute by amicable negotiations.

24 Governing Law

24.1 These Terms shall be governed by and construed under and in accordance with the Lithuanian law.