Terms and Conditions
Last updated: October 29th 2020
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.
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.
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
1.1 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 TWO - SumUp Wallet
3.1 SumUp may at its discretion issue you with an electronic money wallet (“Wallet”) which is connected to your SumUp Account and has an individual IBAN number granted to identify your Wallet. The availability of this service is subject to activation protocols, identity verification and funds availability, and is not universally available to all SumUp customers. SumUp may offer, promote and / or advertise the Wallet in your country as “SumUp Business Account” and the provisions of this Agreement relating to the Wallet shall apply accordingly, regardless of the product name.
3.2 Transaction Fees may be charged for using this service. The Fees applied, if any, may be found on the Fee Schedule.
3.3 The Wallet may be used as a payment account for sending and receiving Payment Transactions, provided this is in line with requirements of section 3.5 below.
3.4 Use of the Wallet requires a SumUp Account and as such all of the Terms listed in Parts One & Three of these Terms also apply to this Service.
3.5 The Wallet is intended for businesses and may only be used to make payments for a business registered with SumUp. It is not intended for personal use. SumUp may, however, also offer an electronic money wallet service to you as an individual (consumer), in which case you would separately need to accept, and the services would be subject to, separate terms and conditions of consumer products.
3.6 You will not receive interest or any other earnings on any funds in your Wallet. 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.
4 The Service
4.1 Any SumUp Account which has a Wallet attached has the option to receive Payouts to their bank account or to their Wallet. You may choose which by accessing your Account through the SumUp App.
4.2 Where you opt to receive funds on your Wallet, the funds are stored in the Wallet maintained by SumUp on your behalf for this purpose.
4.3 Your Funds in the Wallet do not qualify as a deposit and are not subject to any deposit insurance schemes. We will, however, hold an amount equal to your Wallet balance separated from our own funds, but together with the amounts held on other Wallets, in a segregated bank account in accordance with our regulatory obligations.
4.4 Overdrafts are not available on your SumUp Account / Wallet.
5 Loading Funds to the Wallet
5.1 Your Wallet may be loaded by opting to receive the proceeds of your merchant card processing (i.e. Payouts) directly to your Wallet. This means that the amount of the Payout, subject to deduction of any fees and charges applicable to your Payouts under your other Terms and Conditions with the relevant SumUp Group entity, transferred to your Wallet will be converted into electronic money at nominal value and will be stored on your Wallet.
5.2 In addition to funding your Wallet through your merchant processing activity, SumUp may also provide you with the ability to fund your Wallet by uploading funds to it directly through a credit or debit card payment or through a bank transfer.
5.3 You may also receive funds being transferred to your Wallet by the third parties other than other SumUp Group entities mentioned under section 5.1 above, provided this is in line with requirements of section 3.5 above.
5.4 SumUp shall credit the funds received to your Wallet through a bank transfer, including from the third parties, and shall ensure that the amount of the relevant Payment Transaction is at your disposal no later than the Business Day on which the amount of the Payment Transaction is credited to SumUp’s account.
5.5 If we credit funds to your Wallet as a result of a technical error, we shall be entitled to correct the error by debiting such funds from the Wallet without your separate consent, but we will provide you the relevant explanation if so requested.
5.6 If we credit funds to your Wallet due to an error made by the payer, you shall cooperate with us and assist in clarifying the circumstances of the situation and eliminating consequences.
5.7 If we receive a payment under which the funds cannot be credited to your Wallet (e.g. your Account is closed, the provided IBAN does not exist), we shall return the funds to the payer no later than within 2 (two) Business Days.
5.8 Information about all incoming payments will be covered in the Account statement pursuant to section 2.10, and will include:
5.8.1 a reference enabling you to identify each Payment Transaction and, where appropriate, information relating to the payer, and any information transferred with the Payment Transaction;
5.8.2 the amount of the Payment Transaction in the currency in which the funds are at your disposal;
5.8.3 the amount of any Fee payable by you (if any);
5.8.4 where applicable, the exchange rate used in the Payment Transaction by us, and the amount of the Payment Transaction before that currency conversion;
5.8.5 the credit value date.
5.9 Transfers to your Wallet cannot be reversed or cancelled. Though you may request redemption of electronic money from your Wallet at any time, i.e. settlement of your Wallet balance to your bank account at any time and free of charge.
6. Withdrawing Funds from the Wallet
6.1 You may choose to settle the balance of funds held in your Wallet to your bank account at any time (meaning redemption of electronic money) and free of charge. You have to log-in to your Account with your unique username, password or other appropriate credentials for the purpose of ordering settling of your Wallet balance to your bank account, and follow the instructions provided, which will include you providing details of your bank account. This settlement is subject to security and anti-fraud controls. The redemption request will be considered to be received by us at the moment it is submitted and authorised by you through the App under section 9 hereunder, and under ordinary circumstances the funds shall be transferred to your bank no later than the next Business Day, and where the request is submitted before 12 a.m. Lithuanian time on the Business Day and your bank account is in Lithuania – the same day. Where the redemption request is received by us on the Business Day after 6 p.m. our local time in Lithuania, it shall be deemed to have been received by us on the nearest Business Day, and the execution time may then be postponed accordingly.
6.2 Redemption of your electronic money to your own bank account shall be subject to the following rules:
6.2.1 payments to your bank account will be effected by us on the basis of the unique identifier – IBAN – that you will indicate when signing up for the Account. We are under no obligation to verify conformity of the IBAN number with the name of the account holder, nor to verify if you are the account holder. As long as we process the payment to you with the same bank account details that you have indicated to us, we shall bear no liability to you, but we will of course put our best effort to track the payment and claim back the funds should there be such a need (for which you may be charged additionally);
6.2.2 where, due to mistakes in bank account number of other reasons beyond our control (such as closed bank account, etc.) we are not able to make the payment to you and the funds of the payment are returned to us by your bank, such funds shall return to your Wallet and be kept there until the clarification of the bank account details.
6.3 Funds can also be withdrawn from the Wallet by making Payment Transactions under section 7 below.
7.1 SumUp may also provide you with a service that allows you to transfer funds from your Wallet to another SumUp account or to a counterparty bank account by entering the account number or IBAN, provided this is in line with requirements of section 3.5 above. Payment Orders may be submitted through the App. Authentication shall be performed prior to you submitting each Payment Order.
7.2 It is your responsibility to make sure that the details of the counterparty account number or IBAN or the counterparty SumUp account are entered correctly, as we shall execute each Payment Transaction on the basis of the Payment Order received from you. When executing such Payment Transactions, we shall be entitled to not verify the consistency of the account number, IBAN, or the data of the payee, or other provided information. Where account number or IBAN is submitted to us for the purpose of processing a Payment Transaction, the Payment Order shall be considered properly executed if it was executed following this account number or IBAN. Any error in the information entered may result in the transfer being unsuccessful, delayed or the loss of the money if it is sent to the wrong account, but we shall bear no liability for the cases where no account number or IBAN is provided in the Payment Order and/or where it is incorrect, and/or where the payment service provider of the payee has established a different unique identifier for the crediting of funds to the payment account of the payee. However, we shall make reasonable efforts to track the Payment Transaction and shall seek to recover the funds involved in the Payment Transaction. We may charge a Fee of the amount indicated in the Fee Schedule for the recovery of funds.
7.3 Prior to confirming your request to enter into the Payment Transaction, the following details of the Payment Order will be displayed on your dashboard:
7.3.1 the details of the counterparty bank account;
7.3.2 the amount of money you wish to send to the counterparty; and
7.3.3 the Fees (if any apply). Any Fees that may apply to your transfers could be viewed at any time here.
7.4 You are hereby notified and agree that we, when executing Payment Orders initiated by you, may transfer to the payee and its payment service provider all or part of the information provided by you in the Payment Order.
7.5 Once we receive your Payment Order and it is authorised as per section 9 below, the Payment Order is considered received by us and becomes binding on us. Unless explicitly stated otherwise, where the time of receipt of the Payment Order is after 6 p.m. our local Lithuanian time on a Business Day or on a day which is not a Business Day, it is considered that the Payment Order is received on the following Business Day. You cannot revoke the Payment Order after it has been properly authorized and submitted to us, with one exception under section 7.6below.
7.6 No funds shall be debited from your Wallet prior to the Payment Order being received as per section 7.5above. SumUp may also offer you the option to instruct us that execution of the Payment Order shall start on a specific day or at the end of a certain period or on the day on which you have put funds at our disposal. In such a case the time of receipt of the Payment Order will be deemed to be the agreed day. If the agreed day is not a Business Day, the Payment Order shall be deemed to have been received on the following Business Day.
7.7 We are entitled to unilaterally impose certain limits on the amount of payments you can transfer, due to security and legal requirements.
7.8 We may not finalise your Payment Transaction if:
7.8.1 your instructions in the Payment Order are unclear;
7.8.2 we suspect criminal or fraudulent activity on your Account, including in relation to money laundering and/or terrorist financing;
7.8.3 we are not legally allowed to make the transfer or your request to enter into the Payment Transaction is in breach of these Terms;
7.8.4 it exceeds your payment limits or the balance of funds held in your Wallet.
7.9 In the cases mentioned hereinabove, we seek to protect the legitimate interests of yourself, us and/or other persons, thus we shall not be liable for any losses resulting from refusal to execute the submitted Payment Order or delay in execution. The Payment Order the execution whereof was refused due to objective reasons above shall be considered as not received by us.
7.10 If we, for any reason, cannot execute the received Payment Order, we shall notify you thereof in a timely manner and indicate the circumstances preventing such execution/errors as well as how they may be eliminated/corrected, except where such notification is not technically feasible or is prohibited under Lithuanian legal acts. We may charge a Fee of the amount indicated in the Fee Schedule for the provision of such notification.
7.11 Information about all executed Payment Transactions will be covered in the Account statement pursuant to section 2.10, and will include:
7.11.1 a reference enabling you to identify each Payment Transaction and, where appropriate, information relating to the payee;
7.11.2 the amount of the Payment Transaction in the currency in which your Wallet is debited or in the currency used for the Payment Order;
7.11.3 the amount of any Fee for the Payment Transaction;
7.11.4 where applicable, the exchange rate used in the Payment Transaction by us, and the amount of the Payment Transaction after that currency conversion;
7.11.5 the debit value date.
8. Execution Times
8.1 When Payment Orders are submitted for the Payment Transactions between the accounts opened within SumUp, they shall be executed immediately, i.e. within several minutes, unless the Payment Order is suspended due to the reasons provided in these Terms or the legal acts of the Republic of Lithuania.
8.2 When the Payment Order is initiated in euro currency and is to be executed within the European Economic Area, SumUp, having received the Payment Order, shall transfer the amount of the Payment Transaction to the account of the payee’s payment service provider no later than by the end of the following Business Day after the Payment Order is received by us, unless: (i) the Payment Order is suspended due to the reasons provided in these Terms or the legal acts of the Republic of Lithuania; or (ii) the Payment Transaction has to be executed in euro currency within the Republic of Lithuania and the Payment Order was received by SumUp on the Business Day before 12.00 – in such a case we shall transfer the amount of the Payment Transaction to the account of the payee’s payment service provider on the same Business Day; or (iii) where, according to section 6.6 of these Terms, the execution day is agreed, we shall ensure that the amount of the Payment Transaction is credited to the account of the payee’s payment service provider on the execution day, and when the execution day is not the Business Day – the following Business Day.
8.3 When other payment service providers are involved in the execution of the Payment Transaction, the previously stated execution times may extend due to the relevant execution times applied by such payment service providers. In such a case SumUp shall not be responsible for extended execution times of the Payment Orders.
9 Strong Customer Authentication and Open Banking
9.1 In order to process Payment Transactions, SumUp requires additional security features and an additional method of authentication is required to both verify your identity and authorise each Payment Transaction. The combination of a smartphone associated with your Account and a personalised feature, such as your password, serve as the additional method of authentication. You must have both of the above in order to process Payment Transactions.
9.2 If the Payment Order is not authorized as stipulated in section 9.1 above, it shall be considered not submitted and not binding on neither you nor us. There may, however, be certain cases stipulated by the legal acts of the Republic of Lithuania (e.g. in case of enforcement of legal obligations), where the balance of your Wallet may as well be debited without your consent.
9.3 You are obliged to keep your password confidential at all times and to store your smartphone adequately secured against access by third parties. The reason for this is that any person who is in possession of your password or smartphone can use the Services in an unauthorised manner.
9.4 The following must specifically be observed in order to protect your password:
9.4.1 never share your password with anyone;
9.4.2 your password must not be stored electronically in an insecure manner;
9.4.3 when entering your password it must be ensured that other persons cannot see the information;
9.4.4 your password must not be forwarded outside the SumUp Wallet security procedure, i.e. for instance it should not be sent by e-mail; your password must not be stored in the same place as your smartphone.
9.5 You may enable open-banking providers and third-party providers to have access to your Account information or to make payments on your behalf from the Wallet, to the extent that they are acting in accordance with your instructions and the applicable regulatory requirements. These providers must be permitted by law to make payments and will often need to be authorised by a relevant regulator such as the Bank of Lithuania (if in Lithuania).
9.6 If you are considering using an open-banking provider or third-party provider, you should ask them for details of their authorisation status (if in place) and also additionally check this yourself (you can do this by checking the relevant regulator’s online register of authorised companies). If you wish to disable open-banking providers and third-party providers to have access to your Account information or to make payments on your behalf from your Wallet, you should contact us or them directly.
9.7 Any Payment Orders we may receive from open-banking providers and third-party providers enabled by you shall be treated as if they were sent to us by you to us and shall be subject to these Terms. If you are expecting open-banking providers or third-party providers to make a payment on your behalf and they do not do this, we assume no responsibility for the non-fulfilment of your Payment Order.
10 Liability for Unauthorised or Improperly Executed Payment Transactions
10.1 You are responsible for all authorised Payment Orders initiated and Fees incurred by use of your Wallet. If you permit another person to have access to your Wallet or App login credentials, we will treat this as if you have authorised such use and you will be liable for all transactions and fees incurred by those persons.
10.2 You are wholly responsible for the use of each Account, Wallet, or App login credentials according to these Terms.
10.3 If you believe your Account, Wallet, or App login credentials have been lost or stolen or that someone has transferred or may transfer money from your Wallet without your permission, you must notify us immediately by temporarily blocking your Account and/or resetting your credentials by logging into the SumUp App or into the SumUp dashboard, which you can do twenty-four (24) hours a day, seven (7) days a week, all year. You should also contact us during business hours in such instances so that our security team can investigate and protect your Account. We shall be obliged to prevent all use of the Wallet once notification pursuant to this section has been accepted by SumUp.
10.4 You shall immediately notify us about the unauthorized Payment Transactions executed by us, improperly executed Payment Transactions or errors made when executing Payment Orders. You shall do this no later than within one (1) month after the relevant funds were debited from your Wallet under an unauthorized Payment Transaction or due to an error. The above term does not apply where we failed to inform you about the unauthorized or defectively executed Payment Transaction or failed to make such information available to you as required under these Terms and the applicable laws.
10.5 We shall not be liable for any losses suffered by you as a result of unauthorised transactions if you violate any of the above obligations, or otherwise act unfairly, wilfully or with gross negligence when performing Payment Transactions, or if we can reasonably suspect fraud and notify the supervisory authority thereof. Otherwise, and provided that you notify us of such unauthorised transactions no later than within one (1) month, we will refund you the amount of the unauthorised Payment Transaction in full no later than by the end of the Business Day following the day that your notification is accepted by SumUp.
11 Term, Suspension, Termination of the Wallet Service
11. In accordance with applicable anti-money laundering and anti-terrorism financing laws and regulations we are required to obtain, verify, and record information for all of our customers. Until this process is complete your Services may be partially limited or completely restricted.
11.2 We reserve the right to block, suspend, or cancel your Wallet if, as a result of our policies and processes, we detect what we reasonably believe to be fraudulent, suspicious or criminal activity or any activity that is inconsistent with these Terms. 11.3 We may temporarily suspend your Wallet in the event we detect unusual or suspicious Account activity. If we exercise this right, we will incur no liability to you because of any resulting unavailability of the funds in your Wallet.
11.4 You will be notified of the blocking, suspension or cancellation of your Wallet by us immediately after any of such actions is taken, unless providing such notification would impair security measures related to using the Wallet or would otherwise be against the laws.
11.5 We may limit the amount of Payment Transactions you can make from your Wallet.
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.
13.1 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.
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.
18.1 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.
20.1 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.
21.1 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.
22.1 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.
23.1 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.
PART FOUR – Definitions and Abbreviations
25 Definitions and Abbreviations
25.1 The definitions and abbreviations used in these Terms have the following meanings:
Account means your user account with us which is created after you register and sign up for our Services.
App means mobile application of SumUp enabling you to use the Services.
Business Day means any day from Monday to Friday but not including public holidays in Lithuania.
Cardholder means the customer of yourself as a merchant purchasing goods or services from you and willing to pay you with a payment card.
electronic money means monetary value in your Wallet issued by us to you in exchange of receipt of funds from you or on your behalf from third parties.
Fee(s) mean any fees that we will apply to you for the use of our Services and which will be deducted from your Wallet when making Payment Transactions or otherwise deducted from your Wallet where you owe them to us. Our applicable Fees are available on the Fee Schedule.
Fee Schedule means an inseparable part of these Terms listing all the Fees and available on our website here.
IP Rights mean intellectual property rights as described under section 19.1in these Terms.
Payment Order means an instruction by you to us requesting the execution of the Payment Transaction.
Payment Transaction means placing, transferring or withdrawing funds from the payment account, irrespective of any underlying obligations between the payer and the payee.
Payout means any SumUp Group entity paying you any amounts owed to you under the relevant Terms and Conditions that you may have with such SumUp Group entity, and resulting from your Transactions processed by such SumUp Group entity.
Services mean our electronic money account opening, electronic money issuance and redemption, execution of payment transactions and other services provided to you under these Terms.
SumUp (or “we”, “our”, “us”) means SumUp EU Payments UAB, 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, and authorised by the Bank of Lithuania as an Electronic Money Institution (license No 56, issued on 27 August 2019).
Terminal means a card acceptance device that you need to use (by way of sale, lease or otherwise) to be able to accept card payments from your clients to be processed by the relevant SumUp Group entity.
Terms mean the above terms and provisions governing your use of our Services.
Territories mean all the countries supported by us, the list whereof is available on our website at […]. You must be duly authorised to conduct business in one or more of the Territories in order to be accepted as our customer and use our Services.
Transaction means a payment card transaction performed by the Cardholder with the use of your compatible mobile device, our App and the Terminal.
User Content means a content generated and submitted to us by you as part of using our Services.
Wallet means electronic money wallet linked to your Account and Card, if the latter is issued to you.
you (your) means you as our customer having accepted these Terms and using the Services.