Terms and Conditions
Terms and Conditions
The following terms and conditions (“Terms”) are a legal agreement between you (“you”, “your”) and SumUp, Inc. (“SumUp”, “we”, “our” or “us”) that governs your use of our payment processing and other services, our website, our mobile application, and any version of our card acceptance devices (collectively, the “Services”). By using the Services, you represent that you have read and accept these Terms.
SumUp, Inc. is a Delaware corporation, with its registered office at 1209 Orange Street, Wilmington, DE 19801.
This agreement is separated into three parts: Part One contains terms relating to your use of the Services in general. Part Two contains terms relating to payment processing as part of the Services. Part Three contains additional terms relating to the legal relationship between you and SumUp.
PART ONE - The Services
1.1. Our Services enable you to accept payment card transactions (“Transactions”) for your customers (“Cardholders”) by various means, including with the use of your compatible mobile device, our mobile application (“App” or “Software”), and a card acceptance device (“Terminal”).
1.2. In order to use our Services, you must have a compatible mobile device and Internet connection services supplied to you by third parties. Such third parties may charge you for using a mobile device and/or Internet connection to access the Services, and you are solely responsible for the payment of such fees. We provide an updated list of compatible mobile devices and accepted payment cards on our website.
1.3. When you accept Transactions using one of our Terminals, the Terminal will be used to process and authorize Transactions between the payment card and our servers. We will cause any funds resulting from your Transactions to be credited to us, and we will pay out to your bank account any amounts owed to you under these Terms after we have received them ("Payout").
1.4. Before a Payout, we will deduct from the amount owed you the applicable fees we charge for use of the Services (“Fees”). In case you select a pricing plan (“Plan”) you shall pay any applicable recurring fees based on the Plan you select. Our current Fees and available Plans are listed on our website. Fees and Plans are subject to change at SumUp’s discretion.
1.5. Our obligations under these Terms are limited to providing you with a SumUp Account and the Services. At our discretion, we may suspend 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, terrorist financing, or other illicit activity.
1.6. We may at any time terminate, suspend, update, or modify the Services with immediate effect without prior notification.
1.7. We reserve the right to appoint a third party in order to fulfill some or all of our obligations under these Terms.
2. SumUp Account
2.1. To use the Services of SumUp you must register and sign up for a SumUp Account (“Account”). You confirm that all information you submit about you and/or your business is valid at the time of entering into these Terms. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate the Services of anyone who provides inaccurate, untrue, untimely, or incomplete information, or who fails to comply with the account registration requirements. Upon successful sign-up, you will receive a confirmation email sent to your registered email address. You may open only one (1) Account, unless we explicitly approve the opening of additional Accounts or sub-Accounts. You must ensure that the information recorded on your Account is always accurate and up to date.
2.2. You must choose a reasonably descriptive identification name that, if different from your company name, clearly identifies you or your business and provides your correct contact phone number. The identification name and the contact number you provide may appear on Cardholders’ credit or debit card statements.
2.3. When you have registered and signed up for an Account and accepted these Terms, we will perform checks in accordance with applicable know-your-customer, anti-money laundering, and anti-terrorism financing laws and regulations as determined by us in our sole discretion. We may run a credit check on you and/or require you to supply additional documentation in order for us to fulfill our obligations. You agree to assist us in that regard to the extent requested.
2.4. The decision whether your information has been properly verified and vetted according to section 2.3 will be entirely at our discretion. Until you have been successfully vetted by us, we reserve the right to terminate or not provide any Services under these Terms.
2.5. Your Account will be registered on one of our servers. We will hold an amount equal to any amounts owed to you by us separated from our own funds, but together with the amounts held on behalf of other Accounts, in a segregated bank account.
2.6. Funds owed to you by us will be paid out to a valid bank account designated by you in your Account. It is your responsibility to ensure that the bank account information in your Account is accurate and up-to-date.
2.7. If there is no transaction (excluding cash-only transaction(s)) activity in your SumUp Account a) within the first 60 days of account opening, or b) for 18 consecutive months, we may close your Account for inactivity. We are entitled to send a notification to your registered email address notifying you of this closure. if you do not respond to this notice within thirty (30) calendar days from the date listed within the closure email and state that you want to keep your Account, we will close it. Once an account has been closed due to inactivity, it may not be reopened. You may, however, apply to sign up for a new account, subject to applicable pricing, terms and conditions at the time of new account creation. Any remaining funds in your Account at the time of closure will be distributed according to the terms of the SumUp merchant agreement, and all applicable laws.
3. Restrictions on Using the Services
3.1. By accepting these Terms, you confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the US state(s) in which you operate. The Services may only be used for business purposes in the United States. You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law. It is your responsibility to comply with any such restrictions.
3.2. If you are a natural person, you must be eighteen (18) years or older to use the Services. We may require at any time that you provide evidence of your age.
3.3. By accepting these Terms, you agree to the rules and regulations set forth by relevant credit card organizations including, but not limited to Visa, Mastercard and American Express (collectively, “Card Schemes”). The Card Schemes require that you comply with their bylaws, rules, and regulations (“Network Rules”) and may require termination or limitation of these Terms at any time in the event of noncompliance.
3.4. The Card Schemes amend their rules and regulations from time to time. SumUp may be required to change these Terms in connection with amendments to the Network Rules. The Card Schemes may, at their sole discretion, cause SumUp to limit or terminate the Services.
3.5. The Network Rules may require that you enter into a separate agreement with one of our acquiring bank partners or the Card Schemes themselves depending on their volume of Transactions. In the event that more than $1,000,000 in credit card transactions (or such other amount provided by the Operating Regulations) (“Benchmark Amount”) is processed through and on behalf of Sub-Merchant in any 12-month period, Sub-Merchant will automatically be deemed to have accepted, and will be bound by, the “Merchant Services Agreement for Sub-Merchants” with Acquirer which is set forth here, the terms of which will be independently enforceable by Acquirer. If you are required to do so, we will notify you and provide you with a separate agreement at such time. In case of any conflict between these Terms and such agreement, the terms of the acquirer agreement shall prevail for the purposes of resolving this conflict.
3.6. You are not permitted to accept, and we are not obligated to process, Transactions related to goods and/or services that
are not provided by you or are provided by any third party other than you, including those businesses that may otherwise qualify themselves as a payment facilitator;
are not provided in the ordinary course of your business as identified to us;
constitute accepting repayment of a credit previously granted or of a cash payment previously made by to you;
are prohibited or illegal under any applicable law or regulation or that pertain to activity that is prohibited or illegal under any applicable law or regulation;
suggest illegal activity, including money laundering, terrorism financing, violations sanctions laws and regulations, or fraud;
are deceptive, unfair, or predatory;
are paid with Cards belonging to you or registered in your name;
are prohibited by the relevant Card Scheme; or
infringe on the intellectual property rights of others, including counterfeit goods or any product or service that infringes on the copyright, trademark or trade secrets of any third party.
Additional restrictions on certain commercial activity can be found in SumUp’s restricted businesses policy, which is available on our website and incorporated herein by reference. We shall at our sole discretion decide whether your use of the Services violates this provision.
3.7. If you submit to us or attempt to submit to us any Transaction we believe is in violation of these Terms or the law and/or exposes us, other users of our Services or our processors to harm (including without limitation fraud, brand or reputational damage or criminal acts) we reserve the right not to authorize, to put a hold on, suspend, or reverse the Transaction; and/or to close or suspend your Account; and/or to report the transaction to the relevant law enforcement agency; and/or to claim damages from you; and/or charge you an administration fee of up to $200 in the event we take any of the above actions. Transactions may be held or suspended, with no Payout, until the expiration of the relevant Card Scheme’s chargeback period or until it is otherwise determined that no violation of these Terms or the law has occurred. The determination of what circumstances warrant denying, holding, suspending, or reversing a Transaction is in the sole discretion of SumUp.
3.8. In accordance with the Network Rules, you agree to the following prohibitions:
(i) You must not require a Cardholder to complete a postcard or similar device that includes the Cardholder’s account number, card expiration date, signature, or any other card account data in plain view when mailed.
(ii) You must not add any tax to Transactions, unless applicable law expressly requires that you be permitted to impose a tax. Any tax amount, if allowed, must be included in the Transaction amount and not collected separately.
(iii) You must not request or use a Cardholder’s account number for any purpose other than as payment for its goods or services.
(iv) You must not disburse funds in the form of travelers checks, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from you.
(v) You must not disburse funds in the form of cash, unless dispensing funds in the form of travelers checks or foreign currency. In this case, the Transaction amount is limited to the value of the travelers checks or foreign currency, plus any commission or fee charged by you.
(vi) You must not enter into interchange any transaction receipt for a Transaction that was previously charged back to the acquirer and subsequently returned to you, irrespective of Cardholder approval. You may pursue payment from the customer outside the system.
(vii) You must not accept a Visa Consumer Credit Card or Commercial Visa Product, issued by a US bank, to collect or refinance an existing debt.
(viii) You must not accept a card to collect or refinance an existing debt that has been deemed uncollectable by you providing the associated goods or services.
(ix) You must not enter into interchange a transaction that represents collection of a dishonored check.
4. Terminals & Software
4.1. You can purchase, lease or borrow our Terminals at a purchase price or lease terms as determined by us from time to time or as published on our website. Separate terms may apply for the purchase.
4.2. You can use only one Terminal per Account. Upon request, we may supply you with additional Terminals for any additional Account or sub-Accounts.
4.3. You are not allowed to sell, rent, license or transfer a Terminal to a third party or allow the use of a Terminal by a third party. You are also not allowed to modify the software or the hardware of a Terminal in any way. You must not use a Terminal for any purpose other than accepting Transactions through your installed version of the App.
4.4. At our request, you will return a leased or borrowed Terminal to us, either upon termination or expiry of these Terms or in order to replace an existing Terminal. In case you terminate these Terms, you will return any leased or borrowed Terminal at your own cost.
4.5. You must promptly install any and all App updates to continue using the Services.
5. Your Additional Obligations
5.1. You will not accept any Transactions where the payment card does not contain all of the elements that are typical for that type of card, where the payment card appears to be stolen, manipulated or damaged or where the payment card has expired.
5.2. Without our express permission, you must not set a minimum threshold that is higher than $1.00 for any Transaction. You will provide Cardholders with the same, if not better, payment terms as you provide to customers who pay in cash, and you will not charge Cardholders any additional amounts or surcharges.
5.3. You must monitor your Account and your Transaction history and refund to a Cardholder any Transaction funds that you received in error or in excess of the sale amount.
5.4. You will promptly inform us of any changes in the information that you provided at the time of entering into these Terms, including changes in the type or nature of your business, changes in the product range, any sale or lease of your company or any other change of ownership, any change of the legal form or name of your company, changes your address or bank account details, a material adverse change in your financial condition, and changes in the information that you provided as part of the onboarding and know-your-customer process.
5.5. You will display SumUp advertising material that you receive from us in plain view at your business premises. Such material may include stickers for your store, shop or car window with the SumUp logo and/or the Card Schemes’ logos and signs or leaflets required to be displayed by law, Card Schemes, or SumUp.
5.6. You shall make available to the Cardholder a paper-based receipt of the Transaction if required by law or Network Rules. Additionally, you may provide Cardholders with an option (but not in lieu of a paper-based receipt if such is required by law) to receive a receipt for the Transaction via email or text message.
5.7. You acknowledge that you are solely responsible to ensure that your Account login details are kept secure from any other person, that no user of the Terminal shall manipulate the data input and that there is no unauthorized use of your Account, Terminals or of any other confidential information associated with the use of the Services. If you suspect or know your Account has been used without authorization you must immediately notify us and change your Account login password.
5.8. You are obligated to comply with applicable provisions of the Payment Card Industry Data Security Standard (“PCI-DSS”) during the duration of these Terms. In particular, you must comply with PCI-DSS standards with regard to the storage, processing and transmission of payment card data. Information about the PCI-DSS is available on the website of the PCI Council, http://pcisecuritystandards.org.
5.9. You must promptly review any statements (e.g., invoices or settlement statements) provided by us as well as the settlements, refunds, chargebacks or any other transactions, paid or charged to your bank account or the Cardholder. You must object to the statement without undue delay, at the latest within twenty-five (25) Business Days (“Business Day” meaning any day from Monday to Friday, excluding U.S. federal public holidays) 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 are solely responsible for keeping records of all Transactions and other data related to your Account and your use of the Services.
6. Additional services
6.1. SumUp may offer you other business services in addition to the Services set out above (“Additional Services”). These Additional Services may be provided by any member of our group of companies, including subsidiaries. To use Additional Services, you may be required to agree to additional terms and conditions.
6.2 SumUp may provide you with card-not-present payment services that enable you to accept e-commerce payments through a third party application (a “Partner Application”) i.e., through a mobile application or a website provided to you by another company (the “Partner”) under a separate commercial relationship between you and the Partner. In such cases, we are only responsible for the payment services provided as part of the Partner Application. We are not responsible for the functionality of the Partner Application or any service provided to you or card holders by the Partner. If agreed between you and the Partner, we may charge fees that not only cover our transaction fees but also include a charge on behalf of the Partner to collect funds that you owe to the Partner under the separate commercial agreement with the Partner.
PART TWO - Payment Processing
7.1. You authorize us and any financial institution that we work with to hold, receive and disburse funds on your behalf in connection with the Services. This authorization will remain in full force and effect until your Account is closed or terminated. Payouts to your bank account will be executed, at least in part, by third party financial institutions (for example, the banks where you and SumUp have accounts) and we will not be responsible for the ultimate credit of funds to your bank account once we have paid out the funds to your bank.
7.2. You will not receive interest or any other earnings on any funds in your Account. You irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to the funds in your Account.
7.3. We will not make any Payouts of funds related to transactions that have not yet been received by us from the designated financial institutions.
7.4. In the event it is necessary to conduct an investigation or resolve any pending dispute relating to your Account, we may restrict access to your funds while we do so. We also may restrict access to your funds as required by law or court order.
8.1. For the purpose of securing the performance of your payment obligations under these Terms we may, at our sole discretion, at any time temporarily withhold Payouts to you and to accrue a reserve (“Reserve”). We also may accrue, at our sole discretion, a Reserve based on the risk profile of you, your Account, and/or your Transactions. Any Reserve will remain in place as long as we deem it necessary, in our sole discretion.
8.2. The Reserve will also serve as a security in our favor and we shall be entitled to collect and set off from the Reserve all amounts that you owe us under these Terms, including any Account deficit balance, without prior notice to you. You authorize us to debit any amounts owed to us, including any costs and expenses incurred in connection with the collection of these amounts, from your bank account used to receive Payouts and/or your credit card or bank account used to purchase any of our Terminals or to set off such amounts against any Payouts owed to you.
8.3. If you owe us an amount that exceeds the amount of the Reserve, you will immediately, but not later than 3 (three) Business Days of our demand pay us the respective amount. Your failure to fully pay amounts that you owe us on demand will be a serious breach of these Terms and you will bear all costs associated with collection of such amounts, including without limitation, attorneys’ fees and expenses, collection agency fees, and any applicable interest.
9.1. The amount of a Transaction may be charged back to your Account if the Transaction is disputed; is reversed for any reason by the relevant Card Scheme, our processor, the Cardholder or any of our designated financial institutions; was not authorized; or we have any reason to believe that the Transaction was unauthorized, unlawful, suspicious, or in violation of these Terms (“Chargeback”).
9.2. You agree to assist us when requested, at your expense, to investigate any of your Transactions processed through the Services, and you acknowledge that your failure to assist us in a timely manner, including providing necessary documentation not later than ten (10) Business Days from our request, may result in an irreversible Chargeback. We reserve the right to charge a fee for investigating and/or mediating any Chargebacks, which fee will be disclosed on our website.
9.3. If a Chargeback dispute is not resolved in your favor by either the issuing bank or the Card Scheme, or if you choose not to contest a Chargeback, we have the right to collect from you the original Transaction amount plus the Fees and credit the original Transaction amount back to the Cardholder.
9.4. If we determine that you are incurring an excessive amount of Chargebacks, we are entitled to delay Payouts from the Account to your bank account, keep a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, or terminate or suspend the Services and close your Account.
9.5. You are responsible for any Chargeback to your Account, regardless of whether there are sufficient funds in your Account to cover the Chargeback amount. SumUp may recoup any such unpaid Chargebacks from you by deducting the amount from your Account when funds become available or by any other lawful means, including taking legal action against you.
10. Refunds and Returns
10.1. By accepting Transactions with the Services, you agree to process returns and provide refunds through your Account in accordance with these Terms and the Network Rules.
10.2. In accordance with the Network Rules, you must offer and disclose at the time of purchase a fair return and cancellation policy and not to give cash refunds on Transactions, except as required by law, and not to accept cash or any other item of value for making a Transaction refund. The amount of the refund must include any and all taxes required to be refunded and cannot exceed the amount of the original Transaction.
10.3. In case of an exchange, partial return, or erroneous Transaction or Transaction amount, you will refund the total amount of the original Transaction first and then initiate a new Transaction for any new goods and/or services sold or amounts actually chargeable.
10.4. Refunds processed through your Account are authorized up to thirty (30) days from the day you initiated the Transaction for which a refund is sought. We will collect from you the original Transaction amount plus the Fees and credit the original Transaction amount back to the Cardholder.
10.5. If we determine, in our sole discretion, that you are processing an excessive amount of refunds, we may disable your refund option.
11.1. You are 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 are authorized but not obligated to report your Account details and history of Transactions to the relevant authorities. We are not obligated to, nor will we, determine whether taxes apply, nor will we calculate, collect, report, or remit to any tax authority taxes arising from any Transaction. SumUp specifically disclaims any liability relating to taxes on Transactions.
11.2. You will not add any tax to a Transaction, unless applicable law expressly requires you to impose a tax. Any tax amount, if required, must be included in the Transaction amount and not collected separately.
PART THREE - Additional Legal Terms
12. Limitations on Liability
12.1. YOU AGREE THAT NEITHER SUMUP NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THESE TERMS OR THE SERVICES (HOWEVER ARISING), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS, INJURY TO BUSINESS REPUTATION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER YOU WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. YOU AGREE THAT ANY LIABILITY OF SUMUP TO YOU IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES COLLECTED FROM YOU IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
12.3. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICES ARE PROVIDED BY SUMUP “AS IS,” AND NEITHER THE SERVICES NOR ANY OTHER TECHNOLOGY, CONTENT, INTELLECTUAL PROPERTY, NOR ANY OTHER INFORMATION, DATA, PRODUCTS, OR SERVICES, WILL BE ALWAYS AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. YOU AGREE THAT SUMUP WILL NOT BE LIABLE FOR DISRUPTIONS OR IMPAIRMENTS OF THE SERVICES.
12.4. Nothing in these Terms shall exclude our liability for any statutory liability that cannot be excluded or amended by agreement between the parties.
12.5. SumUp does not warrant and will not be liable for actions or omissions of any third party involved in the Services or for third parties advertising on our website.
12.6. You agree that SumUp will not be liable for any defects for third-party hardware or software, or other third-party products, that we may sell or include with the Services. The manufacturer of such third-party products is solely responsible for their service and support.
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 applicable law, rule or regulation or of any of the provisions of these Terms, of the Network Rules or of any other additional terms and conditions applicable to your Account; (ii) your wrongful or improper use of the Services; (iii) any Transaction submitted by you through the Services; (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 username, password or other access information.
14. Privacy and Data Protection
14.2. You will comply with applicable privacy and data security laws, rules, and regulations (“Data Protection Laws”) with regard to your use of any data collected, processed, or accessed by you via the Services (“SumUp Data”).
14.3. You will: (1) only retain, use, or disclose SumUp Data as necessary for your use of the Services and only in accordance with SumUp’s instructions; and (2) not sell any SumUp Data as the term "selling" is defined under Data Protection Laws.
14.4. You will promptly notify SumUp, in any event within 72 hours, and provide reasonable cooperation, if you receive a request from any individuals to exercise their rights under Data Protection Laws to correct, access, or delete, and the ability to opt-out of the use of, SumUp Data processed by Service Provider.
15. Third Party Relations
We are not a party to the legal relationship between you and the Cardholder and we assume no liability whatsoever relating to the underlying purpose of any Transactions, including, but not limited to, the quality and nature of the goods and services you offer for sale, the sale price, discounts, warranty conditions, etc. You are, and must always present yourself as, a separate entity from SumUp.
16. Term, Suspension, Termination
16.1. You may terminate and close your Account at any time. We may at any time suspend or terminate and close your Account for any or no reason, including if: (i) you breach any condition of these Terms or any other condition applicable to specific Services covered by separate terms and conditions, including, without limitation, the Network Rules; (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; (iii) we have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity; (iv) you pose an unacceptable credit or fraud risk to us; or (v) if we believe that your Account has been compromised or other security concerns exist.
16.2. If your Account is terminated or closed for any reason you will: (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 try to make us liable to you or any third party for termination of the access to the Services or for deletion of your Account data.
16.3. Following the effective termination of your Account you shall immediately pay us all amounts owed by you under these Terms and we shall equally pay you all amounts owed by us under these Terms. Notwithstanding the aforementioned provision, we are entitled to withhold a Reserve until the Account is finally settled, including accounting for any potential Chargebacks, but in any case not exceeding thirteen (13) months after effective termination.
17.1. YOU CONSENT TO US SENDING MESSAGES TO YOUR EMAIL OR MOBILE DEVICES ABOUT YOUR ACCOUNT AND/OR OUR SERVICES, WHICH MAY INCLUDE MARKETING COMMUNICATIONS. You understand and agree that you may receive communications generated by automatic telephone dialing systems and which may deliver pre-recorded messages sent by or on behalf of SumUp or its affiliated companies, including but not limited to communications concerning Transactions and your Account. Message and data rates may apply to such communications, which you are responsible for paying. If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences by accessing the SumUp Preference Center. You may also opt out of receiving text messages from SumUp by replying “STOP” from the mobile device receiving the messages.
17.2. You consent to have written communication and notices from us to you sent by email to your specified email address and/or posted on our website. Such communication and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receive any electronic communications from us, contact SumUp Support. If we are not able to support your request, you may need to terminate your Account.
17.3. You will 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. You are required to check for incoming messages regularly and frequently. Emails may contain links to further communication on our website.
17.4. Apart from communicating via email, we reserve the right to contact you via letter when appropriate. Any communication or notice sent by mail will be deemed received five (5) Business Days from the date of mailing.
18. Intellectual Property Rights
18.1. Intellectual Property Rights (“IP Rights”) means any and all rights related directly or indirectly to the Services, the Terminals, the website, SumUp apps, SumUp 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.
18.2. 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.
18.3. We grant you a personal, limited, non-exclusive, revocable, non-transferable license (without the right to sublicense) to electronically access and use the Services for the purposes set forth in these Terms.
18.4. Without our prior written consent, you will 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 those specified under these Terms.
18.5. 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 sublicensable right to use and reproduce the User Content in any promotional activity or 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; (vi) impairs any person or entity from using or enjoying the Services; or (vii) which, in our sole discretion, may expose us to any disrepute, 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.
19.1. 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.
19.2. We will notify you of any change(s) to these Terms by posting the revised Terms on our website and by communicating the change(s) to you through the Services.
19.3. Any revised version of these Terms will be effective as of the time it is posted, but it will not apply retroactively. Your continued use of the Services after the posting of a revised version of these Terms constitutes your acceptance of the revised version. If you do not consent to any change to these Terms, you must discontinue using the Services.
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.
21.1. 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.
21.2. You may not assign any of your rights and obligations under these Terms to third parties without our prior written consent.
22. Disputes and Governing Law
22.1. Any claim, controversy, or dispute between you and SumUp relating to these Terms or the Services, to the extent such claim, controversy, or dispute cannot be amicably resolved by the parties, will be decided by binding individual arbitration before a single arbitrator, with the power to award the same individual damages and individual relief that a court could. The proceeding will be administered by the American Arbitration Association in accordance with the applicable arbitration rules for the forum and will take place in the county in which you reside, unless another agreement is mutually agreed upon.
22.2. YOU AND SUMUP MAY BRING CLAIMS AGAINST EACH OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SUMUP AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SUMUP MERCHANTS.
22.3. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis.
22.4. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases as discussed above) relating to these Terms or the Services will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts of Boulder or Denver, Colorado, or federal court for the District of Colorado.
22.5. These Terms will be governed by and interpreted in accordance with Colorado law, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.