Cash Advance – Terms and Conditions and Power of Attorney

CASH ADVANCE TERMS AND CONDITIONS

These Terms and Conditions are valid on cash advances requested after the 1st of August 2024.

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 SU SME Investments SV Feeder Fund, a Luxembourg unregulated securitisation fund within the meaning of the Luxembourg act dated 22 March 2004 related to securitisation, as amended (the Securitisation Act 2004), being subject to and governed by the Securitisation Act 2004, having its registered office at 20, rue Michel Rodange, L-2430 Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) (the Register) under number O68 (the Fund) acting in respect of its compartment SU SME Investments SV Feeder Fund - Europe I (the Compartment), represented by SU Management S.C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) incorporated under the laws of Luxembourg, having its registered office at 20, rue Michel Rodange, L-2430 Luxembourg, registered with the Register under number B278457 (the Management Company), acting in its capacity as management company (société de gestion) of the Fund, itself represented by SU Management GP S.A., a Luxembourg public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 20, rue Michel Rodange, L-2430 Luxembourg, registered with the Register under number B278391 (the General Partner), in its capacity as managing general partner of the Management Company (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://www.sumup.com/en-ie/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) We may process Personal Data about you or to other individuals as provided by you or on your behalf to us. Subject to Clause 3.3, we procure that we will process the Personal Data in accordance the Data Protection Laws and the SumUp Privacy Policy (available at https://www.sumup.com/en-ie/terms/) (the Privacy Policy). 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 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 Percentage from card payments made to your SumUp Account until the Collection Amount (which equals the Advance Amount plus a Fixed Fee) is satisfied. The Collection Amount must be satisfied within the specified term in your offer, but in any case, within 547 days 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.

• Collection Amount - This is the total amount of your Future Receivables that SumUp will collect and 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 the Service that SumUp will keep, until the total amount we have kept adds up to the Collection 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 minimum equal to one-twelfth of the Collection Amount, subject to any adjustment pursuant to paragraph 2.3 (Adjusting the Minimum Purchased Receivables Requirement and Deduction Percentage) of the Appendix.

• Maximum Future Receivables Amount - The Maximum Future Receivables Amount represents the maximum total amount of the Future Receivables that we will purchase from you. This amount is calculated by dividing the Collection Amount by the Deduction Percentage.

(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, your Future Receivables up to the Maximum Future Receivables Amount and all of your Rights in respect of such Future Receivables, to the extent not already assigned to SumUp Limited pursuant to the Terms. The reason we (or SumUp Limited on our behalf) will collect your Future Receivables, up to the Collection Amount, is that we are buying your Future Receivables and the 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 This Agreement will automatically on the last day of the specified term in your offer or; if the Collection Amount has been repaid earlier, the date on which the last amount due under the Collection Amount was paid (the date when the Collection Amount is retained in full being the Collection Date). Following the occurrence of the Collection 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 3 (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:

1. terminate this Agreement;

2. demand immediate repurchase by you of the outstanding Purchased Receivables for a repurchase price equal to the then current Total Remaining Collection Amount;

3. recover or debit the Total Remaining Collection Amount from any and all funds that SumUp Limited receives for you through the Service or which are available in your SumUp Accounts or any of your related bank accounts;

4. seek damages equal to the Total Remaining Collection Amount; and

5. exercise any rights, powers, discretions, authorities and remedies we have under this Agreement or which we are given by law.

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

1. a dispute or dilution exists or arises with respect to any Purchased Receivable:

   1. because another person claims or asserts a reduction in the receivable amount or a delay or postponement in the timing of payment; or

   2. which otherwise has a material adverse effect on the value, collectability or enforceability of such Purchased Receivable; or

2. 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

3. 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:

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

   2. you must pay the Total Remaining Collection Amount relating to such Purchased Receivables to SumUp in immediately available funds.

Upon the payment by you in full of the Total Remaining Collection 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 5 (n) (Right of Set-off and Taxes) of the Appendix in respect of any such payment.

6. Duration

Once the Total Remaining Collection Amount is irrevocably satisfied and reduced to zero, which must be before the date falling on the last day of the specified term in your offer, 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.

7. Securitisation Act 2004

By entering into this Agreement, you expressly acknowledge and accept, and will be deemed to have accepted and acknowledged, that the Fund (i) is subject to the Securitisation Act 2004 and (ii) has created the Compartment in respect of this Agreement, the Future Receivables and the Rights in such Future Receivables to which all assets, rights, claims and agreements relating to this Agreement, the Future Receivables and the Rights in such Future Receivables will be allocated. Furthermore, you acknowledge and accept that you only have recourse to the assets of the Compartment and not to any other compartments created by the Fund or any other assets of the Fund, the General Partner or the Management Company. You expressly acknowledge and accept that once the assets allocated to the Compartment have been realised, you are not entitled to take any further steps against SumUp, the Fund, the General Partner or the Management Company to recover any further sums due and the right to receive any such sum shall be extinguished. You accept not to attach or otherwise seize the assets of SumUp allocated to the Compartment or to other compartments of the Fund or other assets of the Fund. In particular, you shall not be entitled to petition or take any other step for the winding-up, the liquidation or the dissolution of SumUp or the Fund or any similar insolvency related proceedings. In case of a conflict between the provisions of this Clause 7 and the other Clauses, the provisions of this Clause 7 shall prevail.

8. Governing Law and Jurisdiction

8.1 Governing law

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

8.2 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 the district of Luxembourg-city 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 Luxembourg 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, to the extent allowed by law:

1. we shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction; and

2. we may take concurrent proceedings in any number of jurisdictions.

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);

• Collection Amount

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

• Collection Date

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

• 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, including the General Data Protection Regulation (EU) 2016/679 (the GDPR);

• Deduction

  means any withholding of funds from your Payouts or debiting of funds in your SumUp Account in order to satisfy the Collection 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) 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;

• EUR, € and Euro

  means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended;

• 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 SumUp Limited processes for you through the Service and your SumUp Account (e.g. any transactions made via credit cards, debit cards, alternative payment methods), and which is credited to SumUp Limited and due to you (after all processing fees with respect to the funds SumUp Limited processes 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;

• Indemnified Persons

  has the meaning given to that term in paragraph 5 (j) (Indemnification) of the Appendix;

• IP Rights

  has the meaning given to that term in paragraph 5 (g) (Intellectual Property Rights) of the Appendix;

• Losses

  has the meaning given to that term in paragraph 5 (j) (Indemnification) of the Appendix;

• Luxembourg

  means the Grand Duchy of Luxembourg;

• Minimum Purchased Receivables

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

• 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) of the Appendix or Clause 4 (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, privilege, lien, right of retention, right to reclaim goods, reservation of title arrangement, transfer by way of security, any type of security in rem 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 SumUp Limited to you pursuant to the Terms;

• Start Date

  is the date on which 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 fulfill with respect to our internal approval procedures;

• SumUp Account

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

• Terms

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

• Total Remaining Collection Amount

  means, at any given time, the Collection 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 in particular 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 your Future Receivables up to the Maximum Future Receivables Amount and all of your Rights in respect of such Future Receivables until we have retained the Collection 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 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 authorize 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) SumUp Limited may deduct on our behalf and retain the Deduction Percentage directly from the funds it processes through 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 Collection 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, SumUp Limited may subsequently deduct such amount from your SumUp Account or your SumUp Account related bank account on our behalf, and you shall hold the amounts due on our behalf.

(f) For the avoidance of doubt, the Total Remaining Collection Amount must be reduced to zero on the date falling on the last day of the specified term in your offer.

2.2 Repurchase of Future Receivables

(a) Prior to the Collection 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 Collection 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 Collection Amount relating to such Purchased Receivables; and

ii) you must pay the Total Remaining Collection Amount relating to such Purchased Receivables to SumUp in immediately available funds to an account of the Compartment as notified to you through your SumUp Account dashboard in the notification referred to in paragraph (i) above.

(c) Upon the payment by you in full of the Total Remaining Collection 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 5 (n) (Right of Set-off and Taxes) 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 Collection 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:

1. the Minimum Purchased Receivables requirement for such period will be reduced or, as applicable, disapplied; and

2. 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 the 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 Collection Amount must be reduced to zero on the date falling on the last day of the specified term in your offer, 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):

1. 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;

2. you operate the SumUp Account for business purposes and not for personal, family, or household purposes, i.e., you are not acting as a consumer within the meaning of any applicable consumer protection legislation;

3. 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, privileges, liens, right of retention, right to reclaim goods, reservation of title arrangement, transfer by way of security, any type of security in rem, restrictions, encumbrances or security interests of any nature whatsoever or any dispute;

4. 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;

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

6. you are solvent and fully authorized to assign and sell the Future Receivables under this Agreement;

7. 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;

8. the obligations expressed to be assumed by you in this Agreement are legal, valid, binding and enforceable obligations;

9. 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;

10. 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;

11. 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;

12. 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

13. no: a) corporate action, legal proceeding or other procedure or step described in paragraph 4(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 4 (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):

1. you are a company duly constituted, organized and validly existing under the laws of your country of incorporation;

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

3. 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;

4. 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 authorize 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

5. 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) that you are in compliance with this Agreement, you are not acting as a consumer within the meaning of any applicable consumer protection legislation 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.

3. Your Obligations

3.1 Information Undertakings

(a) You acknowledge that we have and will continue to rely on the validity, completeness and accuracy of all information (whether financial and otherwise) provided by you or on your behalf in connection with this Agreement.

(b) If reasonably requested by us, you shall supply to us: a) any requested information regarding your financial condition, business and operations (including but not limited to your bank statements and any processing agreements with third parties); and b) any transaction files maintained by you, and any other information related to Future Receivables, past sales volumes or the transactions contemplated by this Agreement, whether prepared for the purpose of an audit or otherwise.

(c) You shall notify us of any Event of Termination (and the steps, if any, that are being taken to remedy it) promptly upon becoming aware of its occurrence.

(d) You shall promptly notify us of (A) any dispute of which you become aware that affects your business and operations; and (B) the occurrence of any event, which in either case, will or may prevent or render impracticable the carrying on by you of your business or operations.

3.2 General Undertakings

You irrevocably covenant and agree that, during the term of this Agreement, you shall:

(a) comply with the Terms;

(b) maintain at all times a SumUp Account with us (in your name as at the date of this Agreement) and keep open and in good standing any related bank account, which is your primary current account, with a view to ensuring that you are able to meet your obligations under this Agreement;

(c) ensure that no SumUp Account you have with us is closed or terminated by us due to a failure by you;

(d) deliver to us any processing reports in respect of your SumUp Accounts and Future Receivables as reasonably requested by us;

(e) continue to accept payments through the Service with a view to ensuring that you are able to meet your obligations under this Agreement;

(f) not allow any event to occur that could cause a diversion of any of your Future Receivables from us to any other entity with a view to ensuring that you are able to meet your obligations under this Agreement;

(g) conduct your business and carry out your operations under the name provided in this Agreement and in a manner that is materially consistent with past practice, maintain any and all of your physical or virtual places of business and not conduct any business other than the business you conduct on the date of this Agreement, unless you provide prior written notification to us;

(h) not create or permit to subsist any mortgage, pledge, charge, privilege, lien, right of retention, right to reclaim goods, reservation of title arrangement, transfer by way of security, any type of security in rem or other security interest over any of the Future Receivables;

(i) not allow another person or company (including without limitation a franchisor company if you are a franchisee) to assume or take over the operation and/or control of your business or business location, whether physical or virtual;

(j) not, without our prior written consent: a) incur, or have outstanding, any financial indebtedness which is greater than the lower of €50,000 or the equivalent of 100% of your annual sales;

1. sell, dispose, convey or otherwise transfer any of your business or assets (other than in the ordinary course of business);

2. make any substantial investment which might change the conduct or scale of your business as compared to its conduct or scale at the date of this Agreement; or

3. enter into any amalgamation, demerger, merger or reconstruction; and

(k) cooperate fully with us to take all reasonably necessary actions required to effectuate each of your obligations under this Agreement, including but not limited to signing any and all documents (including any power of attorney) we reasonably deem necessary and providing us with such information as we may reasonably request from time to time.

3.3 Data Protection Obligations

(a) If Relevant Personal Data is provided by you or on your behalf to us, you shall procure that the Privacy Policy is made available to each of the data subjects to whom such Relevant Personal Data relates.

(b) You warrant and undertake that:

1. you have collected and shall collect any Relevant Personal Data in accordance with Data Protection Laws; and

2. you have the right to disclose that Relevant Personal Data to us and that disclosure is in compliance with Data Protection Laws.

These undertakings and your other obligations under this Agreement are without prejudice to your rights under applicable laws and regulations, including under the Interchange Fee Regulation (EU) 2015/751 (you can ask us for details of these rights, which may for example include rights to end the Service in accordance with the Terms).

4. Events of Termination

Each of the following events or circumstances is an Event of Termination:

(a) Breach of obligations

You do not comply with any term of this Agreement or the Terms where such failure to comply could, in our reasonable opinion, give rise to a material adverse effect and, if the breach is capable of remedy, fail to remedy the breach within 5 days of notice from us requesting you to do so. For the purposes of this paragraph (a) a material breach includes a breach of Clause 2 (Purchase and Sale of Receivables).

(b) Minimum Purchased Receivables

You fail to comply with the Minimum Purchased Receivables requirement.

(c) Misrepresentation

Any representation or statement made or deemed to be made by you in this Agreement is or proves to have been materially incorrect or misleading when made or deemed to be made.

(d) Cross default

Any of your material financial indebtedness (i) is not paid when due, (ii) becomes due and payable prior to its specified maturity; or (iii) is cancelled by a creditor as a result of an event of default.

(e) Insolvency

1. You: a) are unable or admit inability to pay your debts as they fall due; b) suspend making payments on any of your debts; or c) by reason of actual or anticipated financial difficulties, commence negotiations with one or more of your creditors (excluding us in our capacity as such) with a view to rescheduling any of your indebtedness.

2. The value of your assets is less than your liabilities (taking into account contingent and prospective liabilities).

3. A moratorium is declared in respect of any of your indebtedness.

(f) Insolvency proceedings Any corporate action, legal proceedings or other procedure or step is taken in relation to:

1. your suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise);

2. a composition, compromise, assignment or arrangement with any of your creditors;

3. the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of you or any of your assets; or

4. enforcement of any Security over any of your assets,

or any analogous procedure or step is taken in any jurisdiction.

This paragraph (f) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 5 days of commencement.

(g) Creditors' process

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any of your asset or assets.

(h) Repudiation and Rescission

You rescind or purport to rescind or repudiate or purport to repudiate this Agreement.

(i) Cessation of Business

You suspend or cease to carry on (or threaten to suspend or cease to carry on) all or a material part of your business.

(j) Closure of SumUp Account

1. You close your SumUp Account.

(k) Unlawfulness

1. It is or becomes unlawful for you to perform any of your obligations under this Agreement.

2. Any of your obligations under this Agreement are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects our interests under this Agreement.

3. This Agreement ceases to be in full force or is alleged by a party to it (other than us) to be ineffective.

(l) Change of control

If you are a company, partnership or other legal body, you cease to be legally and beneficially owned by the persons who own you as at the date of this Agreement or the legal, beneficial or economic interest of your owners is materially reduced (in our opinion).

(m) Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to this Agreement or the transactions contemplated by this Agreement or against you or your assets which have or are reasonably likely to in our opinion have a material adverse effect on your business or operations or financial standing.

(n) Material adverse change

Any other event or circumstance occurs which we reasonably believe has or is reasonably likely to have a material adverse effect on your business or operations or financial standing which shall include a substantial decline in Future Receivables (in our opinion).

(o) Term of this Agreement

The term of this Agreement shall be the Collection Date.

5. Additional Terms

(a) Sale of Future Receivables

The parties to this Agreement agree that payment of any Advance Amount by us in exchange for the relevant Future Receivables is a purchase of receivables and is not intended to be, nor shall it be construed as, a loan from us to you.

(b) Remedies; Liquidated Damages

1. If you materially breach any provision of this Agreement, we shall immediately be entitled to damages equal to the then current Total Remaining Collection Amount. You consent to and authorize us to debit from any of your SumUp Account(s) and to deduct from the proceeds of Purchased Receivables all or any portion of such Total Remaining Collection Amount.

2. The remedies provided under this Agreement are cumulative and not exclusive of any remedies provided by law.

(c) Assignment by the Parties

1. We may:

   1. assign, novate, transfer, declare a trust over, grant Security over, or otherwise dispose of any of our rights, interests, benefits and/or obligations under this Agreement and, for the avoidance of doubt, of any Purchased Receivable and the related Rights acquired by us under this Agreement without prior notice to you. Such assignment, novation or other transfer by us shall be enforceable towards you and third parties pursuant to the provisions of article 55 of the Securitisation Act 2004; and

   2. delegate any part of our obligations under or in connection with this Agreement to a third party, provided that we shall remain liable for the acts and omissions of any such delegate as if they were our acts or omissions.

2. You may not assign, transfer, declare a trust over, grant security over or otherwise dispose of or delegate or subcontract any of your rights, interests, benefits and/or obligations under this Agreement (and for the avoidance of doubt, including in respect of any Future Receivables) or purport to do so.

(d) Amendments

We may change any term of this Agreement by giving at least one month prior notice to you of any such change, except that the provisions of Clause 2 (Purchase and Sale of Receivables) can only be changed with the agreement of all parties to this Agreement, save for the date on which the Total Remaining Collection Amount must be reduced to zero which shall not be amended in any circumstances. If you do not agree with any changes, you may terminate this Agreement in the month following the notice, in which case you must repurchase all, but not part, of the outstanding Purchased Receivables for a repurchase price equal to the then current Total Remaining Collection Amount relating to such Purchased Receivables.

(e) Remedies and Waivers

No failure by us to exercise, nor any delay in exercising, any right or remedy under this Agreement shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

(f) Notices

You agree that we may provide communications about this Agreement and the transactions contemplated herein electronically. We reserve the right to contact you via letter or telephone, when appropriate.

All notices, requests and demands given or made under this Agreement from us to you may be given or made via electronic means, including by email to your registered email address and/or by notification on your SumUp Account dashboard.

Any notice to us under this Agreement must be sent by email to [email protected].

All notices or other communication under this Agreement will be deemed to have been received:

1. in the case of electronic communications made by us to you, within twenty-four (24) hours of the time we post it to our website, the SumUp Account dashboard or email it to you; and

2. if sent by post, five (5) days after being sent.

(g) Intellectual Property Rights

1. Intellectual Property Rights (IP Rights) means any and all rights related directly or indirectly to this Agreement, the Service and the SumUp website, the internet domain names, all content and technology related thereto 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.

2. We (or our licensors) are the exclusive owner of all IP Rights and nothing in this Agreement or the Terms will 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. Logos, trademarks and images in particular may not be copied, used, linked, disseminated, etc. without our prior express written approval.

3. We grant you a personal, limited, non-exclusive, revocable, non-transferable license (without the right to sublicense) to electronically access and use the Service for the purposes of this Agreement. You must not use our intellectual property as your own, except as permitted under this Agreement or the Terms, and to enjoy the Service. You may not duplicate, publish, modify, create derivative works from, participate in the transfer of, post on the World Wide Web, or in any way distribute or exploit the Service and our website for any public or commercial use without our express written consent.

4. If you decide to submit comments or ideas about the Service, you agree that we are free to use the ideas without any additional compensation to you, and/or to disclose or exploit the ideas as we wish.

(h) Links to other Websites

Our website may contain links to third party websites related to the Service. The inclusion of any website link does not imply an approval, endorsement, or recommendation by us. Such third-party websites are not governed by this Agreement or the Terms. You access any such website at your own risk and we expressly disclaim any liability for these websites.

(i) English Language

1. Any notice and all other documents given or provided under or in connection with this Agreement must be in English or, if required pursuant to applicable law, Dutch.

(j) Indemnification

1. In addition to all rights and remedies available to the parties at law, you shall indemnify us, our parent, our officers, directors, employees, agents, suppliers, successors, and assigns (collectively, the Indemnified Persons), hold harmless from and against and pay on behalf of or reimburse each such Indemnified Person within five days of demand for any and all cost, damage, loss, expense or liability suffered by such Indemnified Person, whether or not arising out of any claims by or on behalf of such Indemnified Person or any third party, including interest, penalties, legal fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing (including all legal fees and expenses incurred in connection with the enforcement of this paragraph (j)) (collectively, the Losses), that any such Indemnified Person may suffer, sustain, incur or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (A) any actual or alleged misrepresentation or breach of warranty given by you under this Agreement; (B) any nonfulfillment, default or breach of any covenant or agreement by you in this Agreement; (C) your wrongful or improper use of the Service; or (D) your violation of any third-party right, including without limitation any right of privacy, publicity rights or IP Rights.

2. You agree to fully indemnify us and hold us harmless on written demand for any Losses suffered as a result (direct or indirect) of your failure to comply with any applicable laws relating to taxes or tariffs that you are responsible for. The Losses which are covered by this indemnity are, however, subject always to being limited to the amount of such taxes or tariffs (plus any interest or penalties that may be added by the relevant taxing authority) that you were responsible for paying.

(k) Limitation of Liability

To the maximum extent permitted by applicable law, in no event will we be liable for any direct or indirect damages, including without limitation damages for loss of profits or other losses, that result from your entry into this Agreement, and the use of, inability to use, or unavailability of the Service. In all cases, we will not be liable for any loss or damage that is not reasonably foreseeable. The limitation of our liability applies whether the alleged liability is based on contractual or extra contractual liability, or any other basis. Our total liability to you under this Agreement arising in contractual, extra contractual or otherwise, will not exceed the aggregate Advance Amount paid by us under this Agreement. You agree that this is a reasonable allocation of risk, which we have relied upon and without which we would not have entered into this Agreement.

Partial Invalidity

Each of the provisions of this Agreement shall be severable and distinct from one another and if at any time any one or more of these provisions (or any part of them) is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

Entire Agreement

This Agreement and each document referred to in it constitutes the entire agreement between you and us in relation to the subject matter of this Agreement and supersedes all previous proposals, agreements and other written and oral communications in relation thereto.

(n) Right of Set-off and Taxes

1. Without prejudice to any other rights of set-off (including legal set-off) or deduction we may have under this Agreement, we will be entitled to deduct from the Collections any sum which is due and payable by you to us under this Agreement. We may at any time set off any matured obligation owed by us to you under this Agreement against any obligation, whether or not matured, owed by you to us whether arising under this Agreement or otherwise.

2. We may make any deduction or withholding from a payment under this Agreement which is required by applicable law (whether in respect of any taxes or otherwise), and any payment required in connection with that deduction or withholding, and we shall not be required to increase any payment in respect of which we make such a deduction or withholding or otherwise compensate you for that deduction or withholding.

3. You shall not be entitled to exercise any set-off, counterclaim, withholding or deduction in respect of any payment obligations owed by you to us under this Agreement. If any deduction or withholding is required by applicable law, your payment shall be increased so that the net amount received by us after such deduction or withholding is equal to the amount we would have been entitled to receive in the absence of any requirement to make such deduction or withholding.

4. All amounts payable under this Agreement by you to us which, in whole or in part, constitute consideration for any supply for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply.

(o) Collections

No Collections will be deemed received by us for purposes of this Agreement until funds are credited to our account as immediately available funds or otherwise actually received by us. If Collections are received in a currency other than EUR, we can convert the funds into EUR at our standard currency conversion rate and deduct the converted amount as required. Our standard currency conversion fees will apply to such conversion.

(p) Confidentiality

1. Each party to this Agreement agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph (q) (Disclosure of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

2. The obligations of this paragraph (p) shall survive termination of this Agreement for six years.

(q) Disclosure of Confidential Information

1. Any party to this Agreement may disclose to: a) any of its affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives such Confidential Information as that party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there will be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; b) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; c) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; and d) any person with our consent.

2. We may disclose to any person to (or through) whom we assign or transfer (or may potentially assign or transfer) all or any of our rights and/or obligations under this Agreement or the Purchased Receivables, to any rating agency, to any entity providing financing or a guarantee to us or in respect of any financing provided to us or taking security over our rights under this Agreement or the Purchased Receivables or any party related to such financing or guarantee and, to any of that person's affiliates, representatives and professional advisers.

3. The obligations of paragraph (p) (Confidentiality) shall not apply to Confidential Information which (A) is already known by the recipient, (B) becomes publicly known through no act or fault of the recipient, (C) is received by recipient from a third party without a restriction on its disclosure or use, or (D) is independently developed by the recipient without reference to any Confidential Information.

(r) Data Protection

1. You acknowledge that, for the purposes of the Data Protection Laws: a) we are an independent controller of the Relevant Personal Data and process them in accordance with Data Protection Laws and the Privacy Policy; and b) we, independently of you, determine the purposes for which, and the manner in which, Relevant Personal Data is, or is to be, processed.

2. Each party to this Agreement agrees to comply with their respective obligations under applicable Data Protection Laws in respect of the processing of Relevant Personal Data.