Cash Advance - Terms and Conditions

These Terms and Conditions are valid on cash advances requested after the 6th of October 2021 but before the 15th of June 2023.

IT IS AGREED as follows:

1. General

(a) These SumUp Cash Advance Terms and Conditions (the CATC) form the basis of a binding legal agreement (this Agreement) between you (you) and SumUp Payments Limited a limited liability company incorporated in England and Wales, registered number 07836562, having its registered office at 32-34 Great Marlborough Street, London W1F 7JB, United Kingdom (SumUp, we or us).

(b) In order to participate in the cash advance program described in this Agreement (the Program), you agree to be bound by these CATC, the terms specified in your SumUp Account dashboard and all other terms, policies, and guidelines applicable to your use of the Service or the Program. You also agree that this Agreement incorporates the SumUp Terms and Conditions (available at https://sumup.co.uk/terms/) (the Terms) and that your entry into this Agreement does not waive your obligations under the Terms. In the event of any conflict between the Terms and the CATC, the Terms will prevail to the extent they reflect your rights under applicable laws and regulations; in the event of any other conflict, the CATC will prevail. 

(c) You acknowledge that we may disclose information about this Agreement and the terms of the Purchased Receivables (including your personal data (as defined in the Data Protection Laws)) to any assignee of the rights under this Agreement and the Purchased Receivables, any financier, security trustee or other parties related to such financing or rating agency or any guarantor providing a guarantee to us or in respect of any financing provided to us, including their affiliates or advisers, and in respect of any regulatory requirement and the rules of any stock exchange, provided that such disclosure is made in accordance with the Data Protection Laws and the SumUp Privacy Policy (available at https://sumup.co.uk/privacy/) (the Privacy Policy).

2. Purchase and Sale of Receivables

(a) Overview

Under this Agreement, we are purchasing Future Receivables from you in exchange for the Advance Amount.  We will then take the Deduction Amount from card payments made to your SumUp Account until the Payback Amount (which equals the Advance Amount plus a Fixed Fee) is satisfied.  The Payback Amount must be satisfied within one year of us paying the Advance Amount.

(b) Principal Terms

A complete set of defined terms can be found in paragraph 1.1 (Glossary) of the Appendix. A selection of the defined terms is highlighted in the following table and the specific values for them are displayed in the Cash Advance section of your SumUp Account dashboard.

Advance Amount

This is the amount you will receive from SumUp for your Future Receivables.

Fixed Fee

This is the amount charged by SumUp for purchasing Future Receivables from you.

Payback Amount

This is the total amount of your Future Receivables that SumUp will keep in exchange for paying you the Advance Amount. It is equal to the Advance Amount plus the Fixed Fee.

Deduction Percentage

This is the percentage of each of your card payments processed through our Service that SumUp will keep, until the total amount we have kept adds up to the Payback Amount, subject to any increase pursuant to paragraph 2.3 (Adjusting the Minimum Purchased Receivables Requirement and Deduction Percentage) of the Appendix. 

Minimum Purchased Receivables 

This is the minimum total amount of your Future Receivables that SumUp must receive every month. It is equal to one-twelfth of the Payback Amount, subject to any adjustment pursuant to paragraph 2.3 (Adjusting the Minimum Purchased Receivables Requirement and Deduction Percentage) of the Appendix.

(c) Sale and Purchase

The effect of this Agreement is that, on the Start Date, you sell to us and we buy from you, in return for the Advance Amount, all of your Future Receivables and all of your Rights in respect of such Future Receivables, to the extent not already assigned to us pursuant to the Terms. The reason we will keep your Future Receivables, up to the Payback Amount, is because we are buying all your Future Receivables and Rights in those Future Receivables, and collecting on them, on the basis set out in more detail in paragraph 2.1 (Purchase, Sale and Collections) of the Appendix.

(d) Termination

Once we have retained the Payback Amount (the date when the Payback Amount is retained in full being the Payback Date), this Agreement will automatically terminate 90 days after the Payback Date (the relevant date of termination being the Termination Date). Following the occurrence of the Termination Date, there will be no further assignment of your Future Receivables to us. For the avoidance of doubt, any termination of this Agreement does not affect the Terms, which remain in full force and effect unless separately terminated by you or us in accordance with the Terms.

3. Representations and Warranties

(a) You represent and warrant to us that on the date of this Agreement the representations and warranties set out in paragraph 2.4 (Representations and Warranties) of the Appendix are true and correct.

(b) The representations and warranties made by you in paragraph 2.4 (Representations and Warranties) of the Appendix will be deemed to be repeated by you each day (by reference to the facts and circumstances existing on that day) until all of your obligations under this Agreement have been discharged in full.

4. Your Obligations

You shall comply with all of the obligations set out in paragraph 2.5 (Your Obligations) of the Appendix from the date of this Agreement until you have discharged all of your liabilities under this Agreement.

5. Events of Termination

(a) When or after an Event of Termination occurs, we have the right to do any of the following immediately after providing notice to you:

(i) terminate this Agreement;

(ii) demand immediate repurchase by you of the outstanding Purchased Receivables for a repurchase price equal to the then current Total Remaining Payback Amount;

(iii) recover or debit the Total Remaining Payback Amount from any and all funds that we receive for you through our Service or which are available in your SumUp Accounts or any of your related bank accounts;

(iv) seek damages equal to the Total Remaining Payback Amount; and

(v) exercise any rights, powers, discretions, authorities and remedies we have under this Agreement or the Terms or which we are given by law or equity.

(b) If any of the following events (each an Event of Repurchase) occurs and is continuing:

(i) a dispute or dilution exists or arises with respect to any Purchased Receivable:

(A) because another person claims or asserts a reduction in the receivable amount or a delay or postponement in the timing of payment; or

(B) which otherwise has a material adverse effect on the value, collectability or enforceability of such Purchased Receivable; or

(ii) a Purchased Receivable (or any part of it) is not paid by its settlement date for any reason (including because of the insolvency of any account debtors or any acquirers as defined in the Terms) obliged to make payment(s) on any Purchased Receivable; or

(iii) an Event of Termination has occurred, then, we may require you to repurchase all Purchased Receivables then outstanding which are affected by the Event of Repurchase (and, if there is an Event of Termination, all Purchased Receivables outstanding at that time shall be deemed to be affected and therefore subject to such repurchase). If so:

(A) we will notify you through your SumUp Account dashboard, and require you to pay us the Total Remaining Payback Amount relating to such Purchased Receivables on a day which is at least five (5) days after we give you notice; and

(B) you must pay the Total Remaining Payback Amount relating to such Purchased Receivables to SumUp in immediately available funds.

(c) Upon the payment by you in full of the Total Remaining Payback Amount with respect to a Purchased Receivable, such Purchased Receivable shall be repurchased by you from us without recourse to or warranty by us and shall no longer constitute a Purchased Receivable. You agree that we may exercise our rights of set off set out in paragraph 2.7(n) (Right of Set-off) of the Appendix in respect of any such payment. 

2. Duration

Once the Total Remaining Payback Amount is irrevocably satisfied and reduced to zero, the assignment to us of all Purchased Receivables purchased by us under this Agreement will be fulfilled and you shall have no further obligation to us under this Agreement.

3. Governing Law and Jurisdiction

3.1 Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

3.2 Disputes

(a) You must address any complaints relating to this Agreement to us in the first instance by contacting our customer service department. Before referring the dispute to court, you will endeavour to resolve any dispute with us by amicable negotiations.

(b) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute). The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) Notwithstanding paragraphs (a) and (b) above, we shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, we may take concurrent proceedings in any number of jurisdictions.

(d) If you are not happy with the response you receive from us, or you do not hear from us within the relevant time period, the Financial Ombudsman Service (financial-ombudsman.org.uk) may be able to help you.

Appendix

1. Interpretation

1.1 Glossary

In this Agreement:

Advance Amount means the amount as set out in Clause 2 (Purchase and Sale of Receivables);

CATC has the meaning given to that term in Clause 1 (General);

Collections means, with respect to any Purchased Receivable, all cash collections, wire transfers, electronic funds transfers and other cash proceeds of such Purchased Receivable;

Confidential Information means the terms of this Agreement and any information of the disclosing party that the receiving party should reasonably understand to be confidential based on the context of disclosure or the information itself;

Data Protection Laws means any applicable laws concerning the processing of data relating to living persons, each to the extent applicable to the activities or obligations under or pursuant to this agreement; 

Deduction means any withholding of funds from your Payouts or debiting of funds in your SumUp Account in order to satisfy the Payback Amount;

Deduction Percentage is the amount as set out in Clause 2 (Purchase and Sale of Receivables);

Event of Repurchase has the meaning given to that term in Clause 5 (Events of Termination);

Event of Termination means any event or circumstance set out in paragraph 2.6 (Events of Termination) of the Appendix or any such event or circumstance which would (with the giving of notice, the making of any determination under this Agreement or any combination of any of the foregoing) give rise to an event or circumstance specified in that paragraph 2.6;

Fixed Fee is the fee charged to you as set out in Clause 2 (Purchase and Sale of Receivables);

Future Receivable means any receivable (including any tax) owing to you or that will become due and owing to you after the Start Date that we process for you through our Service and which are credited to us and due to you (after all our processing fees with respect to the funds we process and any other applicable fees are deducted or reserves are withheld in accordance with the Terms and excluding any reversed or held payments) under clause 1.4 of the Terms;

GBP, £ and Sterling means the lawful currency of the United Kingdom;

Indemnified Persons has the meaning given to that term in paragraph 2.7(j) (Indemnification) of the Appendix;

IP Rights has the meaning given to that term in paragraph 2.7(g) (Intellectual Property Rights) of the Appendix;

Losses has the meaning given to that term in paragraph 2.7(j) (Indemnification) of the Appendix;

Minimum Purchased Receivables has the meaning given to that term in Clause 2 (Purchase and Sale of Receivables);

Payback Amount has the meaning given to that term in Clause 2 (Purchase and Sale of Receivables);

Payback Date has the meaning given to that term in Clause 2(d);

Payout has the meaning given to that term in paragraph 2.1(d) (Purchase, Sale and Collections) of the Appendix;

Privacy Policy has the meaning given to that term in Clause 1 (General);

Program has the meaning given to that term in Clause 1 (General);

Purchased Receivable means each Future Receivable (together with Collections and proceeds with respect to that Future Receivable) sold and purchased under this Agreement except for any Purchased Receivables that have been repurchased by you pursuant to paragraph 2.2 (Repurchase of Future Receivables) or Clause 5 (Events of Termination);

Relevant Personal Data means all personal data (as defined in the Data Protection Laws) processed by the parties in connection with this Agreement;

Rights means, in relation to a Future Receivable, all rights, title, benefits and interest in and to such Future Receivable (but no underlying obligations) including any rights of indemnity, the benefit of any insurance policy and any security to which you are entitled in respect of such Future Receivable, and all rights to demand, receive or dispose of any such monies or claims, all rights to sue for or in relation thereto and all rights of action against any person in connection therewith or otherwise to enforce the same;

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

Service means the payment processing service and other services provided by us to you pursuant to the Terms;

Start Date is the date we disburse the Advance Amount for the Future Receivables to your bank account, subject to satisfaction of conditions precedent that we may require you to fulfil with respect to our internal approval procedures;

SumUp Account means any account established under the Terms to which you have previously agreed; 

Termination Date has the meaning given to that term in Clause 2(d);

Terms has the meaning given to that term in Clause 1 (General); and

Total Remaining Payback Amount means, at any given time, the Payback Amount less any Deductions retained by us.

1.2 Construction

Unless a contrary indication appears, any reference in this Agreement to:

(a) a reference to a party shall include that party's successors, permitted assigns and permitted transferees;

(b) another agreement or document will be construed as a reference to that other agreement or document as the same may have been or may from time to time be amended, varied, supplemented or novated;

(c) the words including and inparticular will be deemed to be followed by the expression "(but not limited to)";

(d) indebtedness includes any obligation (whether incurred the Appendix as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(e) a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(f) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organization;

(g) a provision of law is a reference to that provision as amended or re-enacted;

(h) time of day refers to London time unless otherwise specified; and

(i) "us" includes any of our successors or assignees.

1.3 Interpretation

(a) This Appendix forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendix.

(b) Unless otherwise expressly indicated, all references herein to "Clause", "paragraph" or "Appendix" shall mean clauses and paragraphs of and appendices to this Agreement.

(c) Clause, appendix and paragraph headings are for the purposes of reference only and shall not otherwise affect the meaning or interpretation of this Agreement.

2. Terms and Conditions

2.1 Purchase, Sale and Collections

(a) In return for us paying you the Advance Amount, you sell to us and we buy from you all of your Future Receivables and all of your Rights in respect of such Future Receivables until we have retained the Payback Amount.

(b) If a Future Receivable becomes an actual payment obligation, such Future Receivable and all of your Rights in respect of it will be automatically sold and assigned absolutely and irrevocably to us with full title guarantee immediately upon such Future Receivable becoming an actual payment obligation.  For these purposes, any Future Receivable represented by an expected future payment obligation, and the related actual future payment obligation, are one and the same thing.

(c) As owner of the Future Receivables we have bought from you, we may collect all amounts due under them. You authorise us, any of our successors or assignees, and anyone we or a successor or assignee designate to act on our or their behalf, to take any and all steps in your name or on your behalf which we (or the successor or assignee or designee) reasonably consider necessary or desirable to collect all amounts due or owing under any and all of the Future Receivables we have purchased.

(d) We may deduct and retain the Deduction Percentage directly from the funds we process though the Service that are designated to be paid to your SumUp Account related bank account under the Terms (your Payouts) up and until the Total Remaining Payback Amount is reduced to zero.

(e) If for any reason we are unable to or do not retain any amount of Future Receivables in accordance with Clause 2 (Purchase and Sale of Receivables) and this paragraph 2.1, we may subsequently deduct such amount from your SumUp Account or your SumUp Account related bank account, and you shall hold the amounts due in trust for us.

(f) For the avoidance of doubt, the Total Remaining Payback Amount must be reduced to zero on the date falling one year from the Start Date.

2.2 Repurchase of Future Receivables

(a) Prior to the Termination Date, you may request to repurchase any amount of the Purchased Receivables sold to us under this Agreement at a purchase price equal to the then current Total Remaining Payback Amount relating to such Purchased Receivables [by making a request through your SumUp Account dashboard] and we may, in our sole discretion, accept your request.

(b) If we accept your request to repurchase any amount of the Purchased Receivables:

(i) we will notify you through your SumUp Account dashboard, and require you to pay us the Total Remaining Payback Amount relating to such Purchased Receivables; and

(ii) you must pay the Total Remaining Payback Amount relating to such Purchased Receivables to SumUp in immediately available funds. 

(c) Upon the payment by you in full of the Total Remaining Payback Amount with respect to the Purchased Receivables repurchased by you pursuant to this paragraph 2.2, such Purchased Receivables shall be repurchased by you from us without recourse to or warranty by us and shall no longer constitute a Purchased Receivable. You agree that we may exercise our rights of set off set out in paragraph 2.7(n) (Right of Set-off) of the Appendix in respect of any such payment.

(d) The amount of Purchased Receivables repurchased by you pursuant to this paragraph 2.2 will count as part of the Minimum Purchased Receivables on the date of their repurchase. 

2.3 Adjusting the Minimum Purchased Receivables Requirement and Deduction Percentage

(a) Prior to the Termination Date, we may, at our sole discretion, waive (fully or partially) the Minimum Purchased Receivables requirement for any given month for which the Minimum Purchased Receivables requirement is calculated. 

(b) From the date of any such waiver:

(i) the Minimum Purchased Receivables requirement for such period will be reduced or, as applicable, disapplied; and

(ii) following notice from us to you, we may:

(A) increase the Deduction Percentage applicable for the life of this Agreement (the effect of any increase to the Deduction Percentage will be that we will keep a higher percentage of each of your card payments processed through our Service); and/or

(B) recalculate the Minimum Purchased Receivables requirement for any future period (the effect of any increase to the Minimum Purchased Receivables will be that the minimum total amount of the Future Receivables that SumUp must receive every month will be increased), such that the requirement that the Total Remaining Payback Amount must be reduced to zero on the date falling one year from the Start Date, as set out in paragraph 2.1(f) of the Appendix, will be satisfied, notwithstanding any adjustment to the Minimum Purchased Receivables requirement pursuant to this paragraph 2.3.

2.4 Representations and Warranties

(a) You represent and warrant to us on the dates set out in Clause 3 (Representations and Warranties):

(i) no Event of Termination has occurred or is continuing, or is reasonably likely to result from the entry into or the performance of any transaction contemplated by this Agreement;

(ii) you operate the SumUp Account for business purposes and not for personal, family, or household purposes;

(iii) other than pursuant to this Agreement or the Terms, (A) you have not sold and are not subject to any other contract that provides for the sale, assignment or any other transfer of any interest in the Future Receivables or your Rights in respect of such Future Receivables and (B) the Future Receivables and your Rights in respect of such Future Receivables are not and will not be subject to any claims, charges, liens, restrictions, encumbrances or security interests of any nature whatsoever or any dispute;

(iv) the Future Receivables will be bona fide existing obligations arising out of the sale of goods and/or services in the ordinary course of your business;

(v) you possess and are in compliance with all permits, licenses, approvals, consents and any other authorisations necessary to conduct your business;

(vi) you are solvent and fully authorized to assign and sell the Future Receivables under this Agreement;

(vii) the execution, delivery and completion of the transactions contemplated under this Agreement, and compliance with the provisions of this Agreement, do not and will not conflict with other agreements to which you are a party or beneficiary, or result in any of the following:

(A) a material breach or default of other agreements to which you are a party;

(B) entitlement of any person or entity to receipt of notice or right of consent;

(C) a right of termination, cancellation or acceleration of any obligation or to loss of a benefit;

(D) any increased, additional, accelerated or guaranteed rights or entitlement of any person or entity; or

(E) creation of any claim over your properties or assets;

(viii) the obligations expressed to be assumed by you in this Agreement are legal, valid, binding and enforceable obligations;

(ix) prior to the assignment pursuant to this Agreement, you are the sole legal and beneficial owner of the Future Receivables and your SumUp Accounts and any related bank accounts with the right to assign and transfer with full title guarantee all or any part of such Future Receivables, all of your Rights in respect of such Future Receivables and amounts standing to the credit of the SumUp Accounts and the related bank accounts;

(x) all information provided and confirmations given by or on your behalf to us (including, without limitation, any financial information in relation to Future Receivables provided to us) was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;

(xi) no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or threatened which, if adversely determined, would reasonably be expected to have a material adverse effect on you or your business and operations;

(xii) you do not have any material financial indebtedness other than financial indebtedness, details of which it has provided to us in writing prior to the date of this Agreement or otherwise we have provided our written consent to.  Material in this context shall mean the lower of £50,000 or 100% of your annual sales; and

(xiii) no:

(A) corporate action, legal proceeding or other procedure or step described in paragraph 2.6(f) (Insolvency proceedings); or

(B) creditors' process described in paragraph 2.6(g) (Creditors' process), has been taken or, to your knowledge, threatened in relation to you and none of the circumstances described in paragraph 2.6(e) (Insolvency) applies to you.

(b) If you are a company, partnership or other legal body you also represent and warrant to us on the dates set out in Clause 3 (Representations and Warranties):

(i) you are a company duly constituted, organised and validly existing under the laws of your country of incorporation;

(ii) you operate under the business name as set out in this Agreement and are the entity which operates the SumUp Account;

(iii) you are in compliance with this Agreement, and the execution of this Agreement and completion of the transaction contemplated under this Agreement will not conflict with, (A) any laws and regulations, (B) any agreements to which you are a party, or (C) your articles of association or other corporate documents;

(iv) you have the power and authority to enter into and perform your duties and obligations under this Agreement and any documents required to facilitate the transactions contemplated by this Agreement and have taken all necessary action to authorise your execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement and all such authorisations are in full force and effect; and

(v) you are not trading or carrying on, and have not traded or carried on since the date of your incorporation or formation, any business except for the business which you are carrying on the date of this Agreement.

(c) If you are an individual you also represent and warrant to us on the dates set out in Clause 3 (Representations and Warranties) you are in compliance with this Agreement, and the execution of this Agreement and completion of the transaction contemplated in this Agreement will not conflict with, (i) any laws and regulations, and (ii) any agreements to which you are a party.